DCGO DocGo Inc

Prospectus Supplement No. 5 (to prospectus dated March 22, 2022)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261363

 

 

Up to 22,223,858 Shares of Common Stock

Up to 6,317,057 Shares of Common Stock Issuable Upon

Exercise of the Warrants

Up to 2,533,333 Private Warrants

 

This prospectus supplement no. 5 is being filed to update and supplement the prospectus dated March 22, 2022 (the “Prospectus”) related to (1) the issuance by us of up to 6,317,057 shares of our common stock, par value $0.0001 per share (“Common Stock”) that may be issued upon exercise of warrants to purchase Common Stock at an exercise price of $11.50 per share of Common Stock, including the public warrants and the Private Warrants (as defined in the Prospectus); and (2) the offer and sale, from time to time, by the Selling Securityholders (as defined in the Prospectus) identified in the Prospectus, or their permitted transferees, of (a) up to 22,223,858 shares of Common Stock and (b) up to 2,533,333 Private Warrants. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and any prior amendments or supplements thereto and if there is any inconsistency between the information therein and this prospectus supplement, you should rely on the information in this prospectus supplement.

 

Our Common Stock and our Public Warrants are listed on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”), under the symbols “DCGO” and “DCGOW,” respectively. On July 27, 2022, the closing price of our Common Stock was $7.60 and the closing price for our Public Warrants was $1.93.

 

Investing in our securities involves a high degree of risks. See the section entitled “Risk Factors” beginning on page 17 of the Prospectus and any applicable prospectus supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is July 28, 2022.

 

 

SELLING SECURITYHOLDERS

 

The following information is provided as of July 25, 2022 to update the Selling Securityholders table in the Prospectus to reflect the transfers by Motion Acquisition LLC of an aggregate of 2,573,213 shares of our Common Stock and 2,533,333 Private Warrants, in each case, by virtue of a pro rata distribution to the members and interest holders of such entity as set forth in the table below. Other than the transfers to these new Selling Securityholders identified in the table below, the Selling Securityholders and number of shares of Common Stock and Warrants set forth in the table beginning on page 101 of the Prospectus remain unchanged.

 

					Common Stock																	Warrants
					Beneficial Ownership Before the Offering				Shares to Be Sold in the Offering				Beneficial Ownership After the Offering									Beneficial Ownership Before the Offering				Warrants to Be Sold in the Offering				Beneficial Ownership After the Offering
Name of Selling Securityholder					Number of Shares				Number of Shares				Number of Shares				%(1)					Number of Warrants				Number of Warrants				Number of Warrants				%
Stan Vashovsky		(2)			13,160,962				13,160,962				—				—					—				—				—				—
Travers Holdings LLC		(3)†			424,140				424,140				—				—					443,432				443,432				—				—
Michael Burdiek		(4)†			415,537				415,537				—				—					434,437				434,437				—				—
Richard Vitelle		(5)†			190,326				190,326				—				—					198,984				198,984				—				—
Sarkissian Motion LLC		(6)†			297,662				297,662				—				—					311,202				311,202				—				—
The Keith Brackpool Trust		(7)†			42,959				42,959				—				—					44,913				44,913				—				—
The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001		(8)†			85,918				85,918				—				—					89,826				89,826				—				—
Mark Licht		(9)†			85,918				85,918				—				—					89,826				89,826				—				—
The Dean McPhail Revocable Living Trust		(10)†			107,397				107,397				—				—					112,282				112,282				—				—
Malcolm G. Meador, Jr.		(11)†			107,397				107,397				—				—					112,282				112,282				—				—
The Paul & Valerie Mellinger Trust, Dtd 5/24/99		(12)†			42,959				42,959				—				—					44,913				44,913				—				—
The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012		(13)†			138,877				128,877				10,000				*	%				134,739				134,739				—				—
Jack L. Messman		(14)†			64,439				64,439				—				—					67,369				67,369				—				—
Frank Perna		(15)†			107,397				107,397				—				—					112,282				112,282				—				—
Richard Todaro		(16)†			64,439				64,439				—				—					67,369				67,369				—				—
The Trevor Tice Trust		(17)†			107,397				107,397				—				—					112,282				112,282				—				—
IRAR Trust FBO Christopher B. Warren #35-38016		(18)†			85,918				85,918				—				—					89,826				89,826				—				—
Arena Capital Fund LP - Series 8		(19)†			116,324				15,273				101,051				*	%				—				—				—				—
Arena Capital Fund LP - Series 10		(20)†			193,042				43,042				150,000				*	%				—				—				—				—
Arena Capital Fund LP - Series 11		(21)†			122,980				15,273				107,707				*	%				—				—				—				—
Arena Capital Fund LP - Series 16		(22)†			180,584				56,926				123,658				*	%				—				—				—				—
BI Fonds SPAC ZF		(23)†			78,005				8,330				69,675				*	%				—				—				—				—
Light Street Mercury Master Fund, L.P.		(24)			2,137,500				2,137,500				—				—					—				—				—				—
Light Street Tungsten Master Fund, L.P.		(24)			278,499				158,499				120,000				*	%				—				—				—				—
Light Street Halo, L.P.		(24)			48,702				44,702				4,000				*	%				—				—				—				—
Xtellus Pre-IPO Fund (2021), LP		(25)			141,490				141,490				—				—					—				—				—				—
Xtellus Pre-IPO Fund (2021) Cayman, LP		(25)			1,008,510				1,008,510				—				—					—				—				—				—
Aquamare Quattro LTD		(26)			1,430,312				1,000,000				430,312				*	%				—				—				—				—
MMF, LT, LLC		(27)			500,000				500,000				—				*	%				—				—				—				—
NewGen Equity Long/Short Fund		(28)			127,100				127,100				—				—					—				—				—				—
NewGen Alternative Income Fund		(28)			52,900				52,900				—				—					—				—				—				—
Mekita Investments Ltd		(29)			200,000				200,000				—				—					—				—				—				—
Sheldon Ginsberg		(30)+			90,833				9,300				81,583				*	%				5,016				—				5,016				*	%
Stanley Rosenberg		(31)+			17,016				2,500				14,516				*	%				500				—				500				*	%
Nathan and Sharon Herzog		(32)+			5,000				5,000				—				—					—				—				—				—
David Herzog Foundation		(33)+			15,000				15,000				—				—					—				—				—				—
GEN VIII LLC		(34)+			139,569				63,700				75,869				*	%				—				—				—				—
Steven Ginsberg		(35)+			11,500				2,000				9,500				*	%				—				—				—				—
Adam Ginsberg		(36)+			500				500				—				—					—				—				—				—
Tala Ginsberg		(37)+			1,575				500				1,075				*	%				—				—				—				—
Michael B. Herzog		(38)+			40,475				5,500				34,975				*	%				—				—				—				—
Wendy Levine		(39)+			10,064				4,000				6,064				*	%				—				—				—				—
Aaron Herzog		(40)+			21,354				2,000				19,354				*	%				—				—				—				—
The David Herzog family trust for Mordechai Herzog 12/16/02		(41)+			265,479				30,000				235,479				*	%				—				—				—				—
The David Herzog family trust for Judith Buchler 12/16/02		(42)+			107,309				10,000				97,309				*	%				—				—				—				—
Chelt Trading Limited		(43)			150,000				150,000				—				—					—				—				—				—
272 Capital Master Fund Ltd.		(44)†			363,715				225,689				239,753				*	%				100,702				67,369				33,333				*	%
Solomon Werdiger 2014 Irrevocable Trust		(45)			100,000				100,000				—				—					—				—				—				—
Bespoke Alpha MAC MIM LP		(46)			20,503				20,503				—				—					—				—				—				—
SFL SPV I LLC		(46)			24,373				24,373				—				—					—				—				—				—
DS Liquid Div RVA MON LLC		(46)			167,874				167,874				—				—					—				—				—				—
Monashee Pure Alpha SPV 1 LP		(46)			87,429				87,429				—				—					—				—				—				—
Monashee Solitario Fund LP		(46)			109,252				109,252				—				—					—				—				—				—
Arena Capital Fund, LP– Series 14		(47)			50,000				50,000				—				—					—				—				—				—
Arena Capital Fund, LP– Series 3		(47)			54,775				54,775				—				—					—				—				—				—
Arena Capital Fund, LP– Series 5		(47)			54,776				54,776				—				—					—				—				—				—

 

*

Less than 1%.

+

Reflects transfers by NHR VII, LLC of an aggregate of 150,000 shares of our Common Stock previously held by such entity by virtue of a distribution to its members as reflected in the Selling Securityholder table set forth above.

†

Reflects transfers by Motion Acquisition LLC of an aggregate of 2,573,213 shares of our Common Stock and 2,533,333 Private Warrants previously held by such entity by virtue of a distribution to its members as reflected in the Selling Securityholder table set forth above.

 

(1)

Based upon 101,025,267 shares of Common Stock outstanding as of July 25, 2022.

 

(2)

The business address of Mr. Vashovsky is 35 West 35th Street, Floor 6, New York, New York 10001.

 

 

(3)

James M. Travers and Susan D. Travers are the managers of Travers Holdings LLC and each has voting and dispositive control over the securities held by it. The address of Mr. Travers, Mrs. Travers and Travers Holdings LLC is 1382 Harbor Dr., Sarasota, FL 34239.

 

(4)

The business address of Mr. Burdiek is 688 Mystic View Laguna Beach, CA 92651.

 

(5)

The business address of Mr. Vitelle is 3154 Deer Valley Avenue, Thousand Oaks, CA 91320.

 

(6)

Garo Sarkissian is the manager of Sarkissian Motion LLC and has voting and dispositive control over the securities held by it. The address of Mr. Sarkissian and Sarkissian Motion LLC is 5797 Via Bonita, Thousand Oaks, CA 91320. Figures do not include the 31,337 shares of Common Stock and 90,595 Public Warrants held directly by Mr. Sarkissian.

 

(7)

Keith Brackpool is the trustee of The Keith Brackpool Trust and has voting and dispositive control over the securities held by it. The address of Mr. Brackpool and The Keith Brackpool Trust is 940 East 2nd Street, #38 Los Angeles, CA 90012.

 

(8)

Richard B. Gold is the trustee of The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 and has voting and dispositive control over the securities held by it. The address of Mr. Gold and The Richard & Marcia Gold Living Trust (Restatement) Dated May 4, 2001 is 51 Catspaw Cape, Coronado, CA 92118.

 

(9)

The business address of Mr. Licht is 5440 Round Meadow Road, Hidden Hills, CA 91302.

 

(10)

Dean B. McPhail is the trustee of The Dean McPhail Revocable Living Trust and has voting and dispositive control over the securities held by it. The address of Mr. McPhail and The Dean McPhail Revocable Living Trust is PO Box 1596, Kailua-Kona, HI 96745.

 

(11)

The business address of Mr. Meador, Jr. is 2618 Kirsten Lee Drive, Westlake Village, CA 91361.

 

(12)

Paul Mellinger and Valerie Mellinger are co-trustees of The Paul & Valerie Mellinger Trust, Dtd 5/24/99 and have voting and dispositive control over the securities held by it. The address of Paul Mellinger, Valerie Mellinger and The Paul & Valerie Mellinger Trust, Dtd 5/24/99 is 209 33rd Street, Manhattan Beach, CA 90266.

 

(13)

Kyle Messman is the sole trustee of The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 and has voting and dispositive control over the securities held by it. The address of Mr. Messman and The Kyle A. Messman 2012 Non-Grantor Trust U/A DTD 10/09/2012 is 628 11th Street, Manhattan Beach, CA 90266. Figure includes 10,000 shares of Common Stock held by Mr. Messman.

 

(14)

The address of Jack L. Messman is 1066 Mount George Ave, Napa, CA 94588.

 

(15)

The business address of Frank Perna is 26802 Malibu Cove Colony Dr., Malibu, CA 90265.

 

(16)

The business address of Richard Todaro is 14809 Brookhaven Place, Chesterfield, MO 63017.

 

 

(17)

Dean B. McPhail is the trustee of The Trevor Tice Trust and has voting and dispositive control over the securities held by it. The address of Mr. McPhail and The Trevor Tice Trust is PO Box 1596, Kailua-Kona, HI 96745.

 

(18)

Christopher Warren, grantor and beneficiary of IRAR Trust FBO Christopher B. Warren #35-38016, a self-directed IRA trust, has voting and dispositive control over the securities of IRAR Trust FBO Christopher B. Warren #35-38016. The address of Mr. Warren is 2250 Cherry Palm Road, Boca Raton, FL 33432 and the address of IRAR Trust FBO Christopher B. Warren #35-38016 is c/o IRA Resources, Inc., 100 Pringle Avenue, Suite 650, Walnut Creek, CA 94596.

 

(19)

Arena Capital Fund LP - Series 8 (“Arena Fund-Series 8”), is managed by Arena Capital Advisors LLC, its investment manager (“Arena Advisors”). Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 8. The business address of Arena Fund-Series 8, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025.

 

(20)

Arena Capital Fund LP - Series 10 (“Arena Fund-Series 10”), is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 10. The business address of Arena Fund-Series 10, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025.

 

(21)

Arena Capital Fund LP - Series 11 (“Arena Fund-Series 11”), is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 11. The business address of Arena Fund-Series 11, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025.

 

(22)

Arena Capital Fund LP - Series 16 (“Arena Fund-Series 16”), is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of Arena Fund-Series 16. The business address of Arena Fund-Series 16, Arena Advisors, and Ms. Perrett is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025.

 

(23)

BI Fonds SPAC ZF is managed by BayernInvest Kapitalverwaltungsgesellschaft mbH (“BI Manager”), which is managed by Arena Advisors. Sanije Perret is the President of Arena Advisors and has voting and dispositive control over the securities of BI Fonds SPAC ZF. The business address of BI Fonds SPAC ZF, BI Manager, Arena Advisors and Ms. Perret is 12121 Wilshire Blvd, Suite 1010, Los Angeles, CA 90025.

 

(24)

Light Street Capital Management, LLC (“Light Street Management”) is the general partner and investment manager of Light Street Mercury Master Fund, L.P. (“Light Street Mercury”), Light Street Tungsten Master Fund, L.P. (“Light Street Tungsten”) and Light Street Halo, L.P. (“Light Street Halo”). Glen T. Kacher has voting and investment control over Light Street Management and, accordingly, may be deemed to have beneficial ownership of the shares held by Light Street Mercury, Light Street Tungsten and Light Street Halo. The business address of each of Light Street Management, Light Street Mercury, Light Street Tungsten, Light Street Halo and Mr. Kacher is 525 University Avenue, Suite 300, Palo Alto, California 94301.

 

(25)

The general partner of Xtellus Pre-IPO Fund (2021), LP (“Xtellus DE”) and Xtellus Pre-IPO Fund (2021) Cayman, LP (“Xtellus Cayman”) is Xtellus Pre-IPO Fund GP, LLC (“Xtellus GP”). Gregory J. Gigliotti has voting and investment control over Xtellus GP and, accordingly, may be deemed to have beneficial ownership of the shares held by Xtellus DE and Xtellus Cayman. The business address of each of Xtellus DE, Xtellus Cayman, Xtellus GP and Mr. Gigliotti is 535 Madison Avenue, New York, New York 10022.

 

 

(26)

Aquamare Quattro Ltd. (“Aquamare”), is a wholly owned subsidiary of AFI Development Limited (“AFI”), which is a wholly owned subsidiary of Flotonic Limited (“Flotonic”). Mr. Lev Leviev is the sole shareholder of Flotonic and, accordingly, may be deemed to have beneficial ownership of the shares held by Aquamare. The business address of each of Aquamare and AFI is Spyrou Araouzou, 165, Lordos Waterfront Building, 5th Floor, Flat/Office 505, 3035, Limassol, Cyprus. The business address of Flotonic is Spyrou Kyprianou, 4, 3070, Limassol, Cyprus. The business address of Mr. Leviev is 18 Stasinou St., Flat 304, 6023, Larnaca, Cyprus.

 

(27)

MCM is the investment manager of MMF and has voting and investment control over the securities held by MMF. Louis M. Bacon also controls the general partner of MCM and may be deemed the beneficial owner of the securities held by MMF. The number of securities set forth in the table above does not include securities held by affiliates of MMF which are controlled by Mr. Bacon. MMF and its affiliates’ holdings are set forth in greater detail on page 99 of this prospectus under the section entitled “Principal Securityholders.” The address of MMF, MCM and Mr. Bacon is 11 Times Square, 38th Floor, New York, New York 10036. See footnote 8 to the table in “Principal Securityholders.”

 

(28)

NewGen Asset Management Ltd. (“NewGen Manager”) is the manager of NewGen Equity Long/Short Fund (“NewGen Long/Short”) and NewGen Alternative Income Fund (“NewGen Alternative”). David Dattels, Chris Rowan and Norm Chang have voting and investment control over NewGen Manager and, accordingly, may be deemed to have beneficial ownership of the shares held by NewGen Long/Short and NewGen Alternative. The business address of NewGen Manager, NewGen Long/Short, NewGen Alternative, Mr. Dattels, Mr. Rowan and Mr. Chang is 25 King St. West, Suite 2900, Toronto, Ontario, Canada M5L 1G3.

 

(29)

Mekita Investments Ltd. (“Mekita”) is managed by Segetia (UK) Ltd. (“Segetia”). Wilfred Abbott has voting and investment control over Segetia and, accordingly, may be deemed to have beneficial ownership of the shares held by Mekita. The principal business address of Mekita, Segetia and Mr. Abbott is 48 Dover Street, London W1S 4FF, United Kingdom.

 

(30)

The business address of the Selling Securityholder is 969 East Broadway, Woodmere, New York 11598.

 

(31)

The business address of the Selling Securityholder is 13000 SW 69th Ave., Pinecrest, Florida 33156.

 

(32)

The business address of the Selling Securityholder is 1 Bartlett Road, Monsey, New York 10952.

 

(33)

David Herzog has voting and dispositive control over the securities held by the David Herzog Foundation. The address of Mr. Herzog and the David Herzog Foundation is 63 Lefante Way, Bayonne, New Jersey 07002.

 

(34)

Mordechai Herzog is the CEO of GEN VII LLC and has voting and dispositive control over the securities held by it. The address of Mr. Herzog and GEN VIII LLC is 63 Lefante Way, Bayonne, New Jersey 07002.

 

(35)

The business address of the Selling Securityholder is 162 Candelwick Lane, Bridgewater, New Jersey 07002.

 

(36)

The business address of the Selling Securityholder is 162 Candelwick Lane, Bridgewater, New Jersey 07002.

 

 

(37)

The business address of the Selling Securityholder is 35 Hollside Terrace, Apt. A, White Plaines, New York 10601.

 

(38)

The business address of the Selling Securityholder is 1874 48th Street, Brooklyn, New York 11204.

 

(39)

The business address of the Selling Securityholder is 45 Wood Lane South, Woodmere, New York 11598.

 

(40)

The business address of the Selling Securityholder is 1425 47th Street, Brooklyn, New York 11219.

 

(41)

David Herzog is the is the trustee of The David Herzog family trust for Mordechai Herzog 12/16/02 and has voting and dispositive control over the securities held by it. The address of Mr. Herzog and The David Herzog family trust for Mordechai Herzog 12/16/02 is 63 Lefante Way, Bayonne, New Jersey 07002.

 

(42)

David Herzog is the trustee of The David Herzog family trust for Judith Buchler 12/16/02 and has voting and dispositive control over the securities held by it. The address of Mr. Herzog and The David Herzog family trust for Judith Buchler 12/16/02 is 63 Lefante Way, Bayonne, New Jersey 07002.

 

(43)

Chelt Trading Limited (“Chelt”) is managed by Jaime Javier Montealegre Lacayo. Mr. Montealegre has voting and investment control over the shares of our Common Stock held by Chelt and, accordingly, may be deemed to have beneficial ownership of such shares. The registered address of Chelt is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. The address for notices for Chelt is Mr. Montealegre’s Costa Rican address at Apartado 15-1250, Escazu, San Jose, Costa Rica.

 

(44)

Includes (a) 150,000 shares of Common Stock acquired pursuant to the PIPE Financing, (b) 75,689 shares of Common Stock acquired pursuant to the Sponsor Distribution, and (c) 67,369 Private Placement Warrants acquired pursuant to the Sponsor Distribution. B Riley Asset Management LLC (“BRAM”) is the investment manager of 272 Fund. 272 Advisors LLC (“272 Manager”) is the manager of 272 Fund. Wesley Cummins is the managing member of 272 Manager. B Riley Capital Management LLC (“BRCM”) is the majority owner of both BRAM and 272 Manager. BRCM is controlled by Bryant Riley. Accordingly, because of Mr. Riley’s and Mr. Cummins’s shared voting and investment control over the shares held by 272 Fund, each may be deemed to have beneficial ownership of the securities held by 272 Fund. The principal business address of 272 Fund, 272 Manager, BRAM, and Mr. Cummins is 3811 Turtle Creek Blvd., Dallas, Texas 75219. The principle business address of BRCM and Mr. Riley is 11000 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

 

(45)

Stephen Werdiger is the sole trustee of the Solomon Werdiger 2014 Irrevocable Trust and has voting control and investment discretion over the securities held by the Solomon Werdiger 2014 Irrevocable Trust. The business address of the Solomon Werdiger 2014 Irrevocable Trust and Mr. Werdiger is 1412 Broadway, 18th Floor, New York, New York 10018.

 

(46)

Each of DS Liquid Div RVA MON LLC (“DS”), Monashee Solitario Fund LP (“Solitario”), Monashee Pure Alpha SVP I LLP (“Pure Alpha”), SFL SPV I LLC (“SFL”) and Bespoke Alpha MAC MIM LP (“Bespoke”) is managed by Monashee Investment Management, LLC (“Monashee Management”). Jeff Muller is CCO of Monashee Management and has voting and investment control over Monashee Management and, accordingly, may be deemed to have beneficial ownership of the shares held by DS, Solitario, Pure Alpha, SFL, and Bespoke. Jeff Muller, however, disclaims any beneficial ownership of the shares held by these entities. The business address of DS, Solitario, Pure Alpha, SFL, Bespoke, Monashee Management and Mr. Muller is c/o Monashee Investment Management, LLC, 75 Park Plaza, 2nd Floor, Boston, Massachusettes 02116.

 

(47)

Arena Capital Advisors, LLC (“Arena Advisors”), a registered investment advisor, is the General Partner of the Arena Capital Fund, LP (the “Arena Funds”) and has voting and investment control over the securities held by the Arena Funds. The partners of Arena Advisors are Daniel Elperin, Jeremy Sagi and Sanije Perrett and, accordingly, may be deemed to have voting control and investment discretion over the securities held by the Arena Funds. The number of shares set forth in the table above does not include securities that may be held by other funds managed by Arena Advisors. The business address of Arena Advisors, the Arena Funds, Mr. Elperin, Mr. Sagi and Ms. Perrett is 12121 Wilshire Blvd, Ste 1010, Los Angeles, California 90025, Attn: Legal.