Item
7.01 Regulation FD Disclosure
As
previously announced, Motion Acquisition Corp., a Delaware corporation (“Parent”), has entered into a Merger Agreement
(the “Merger Agreement”) by and among Parent, Motion Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary
of Parent (“Merger Sub”), and Ambulnz, Inc. (dba DocGo), a Delaware corporation (the “Company”).
On
July 20, 2021, Parent and the Company issued a joint press release announcing select preliminary unaudited results of the Company for
its second quarter ended June 30, 2021. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Attached
as Exhibit 99.2 to this Current Report on Form 8-K is an updated form of investor presentation which may be used by Parent and the Company
in presentations regarding the proposed business combination.
The
information set forth under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
Parent
has filed a preliminary registration statement on Form S-4 with the SEC, which includes a document that serves as a prospectus and proxy
statement of Parent, referred to as a proxy statement/prospectus, and certain related documents, to be used at the meeting of Parent’s
stockholders to approve the proposed business combination and related matters. Investors and security holders of Parent are urged
to read the registration statement, the proxy statement/prospectus, and any amendments thereto, and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important
information about Parent, the Company, and the proposed transaction. The definitive proxy statement will be mailed to Parent’s
stockholders as of a record date to be established for voting on the proposed business combination. Investors and security holders will
be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC by Parent, once such documents are filed, through the website maintained by the SEC at www.sec.gov.
The
documents filed by Parent with the SEC also may be obtained free of charge at Parent’s website at https://motionacquisition.com
or upon written request to Motion’s counsel, Graubard Miller, 405 Lexington Avenue, New York, NY 10174.
The
information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K is not incorporated
by reference into, and is not a part of, this Current Report on Form 8-K.
Participants
in Solicitation
Parent,
the Company, and certain of their respective directors and executive officers, under SEC rules, may be deemed to be participants in the
eventual solicitation of proxies from Parent’s stockholders in connection with the proposed transaction. A list of the names of
such directors and executive officers and information regarding their interests in the proposed business combination will be contained
in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraphs.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibits hereto shall not constitute a solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the proposed transaction. This Current Report on Form 8-K also shall not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Forward-Looking
Statements
Certain
statements included in this Current Report on Form 8-K and the exhibits hereto are not historical facts but are forward-looking statements
for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” “should,” “would,”
“plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity.
These
statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the
Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Parent and the Company. Some important factors that
could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign
business, market, financial, political and legal conditions. Further, these forward-looking statements are subject to a number of risks
and uncertainties, including: the conditions to the completion of the Merger, including the required approval by Parent’s stockholders,
may not be satisfied on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding
the timing and completion of the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; the approval by Parent’s stockholders of an amendment to Parent’s organizational documents to extend
the date by which Parent must complete its initial business combination in order to have adequate time to close the proposed transaction;
the outcome of any legal proceedings that may be instituted against Parent related to the merger or the Merger Agreement; the amount
of the costs, fees, expenses and other charges related to the merger; the risk that any required regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the
proposed business combination; failure to realize the anticipated benefits of the proposed business combination; risks relating to the
uncertainty of the projected financial information with respect to the Company; the Company’s ability to successfully expand its
service offerings; competition; the uncertain effects of the COVID-19 pandemic; and those factors discussed in the registration
statement, proxy statement/prospectus, and other documents filed, or to be filed, by Parent with SEC. If any of these risks materialize
or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither Parent nor the Company presently know or that Parent and the Company currently believe are
immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In
addition, forward-looking statements reflect Parent’s and the Company’s expectations, plans or forecasts of future events
and views as of the date of this Current Report on Form 8-K. Parent and the Company anticipate that subsequent events and developments
will cause Parent’s and the Company’s assessments to change. However, while Parent and the Company may elect to update these
forward-looking statements at some point in the future, Parent and the Company specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Parent’s and the Company’s assessments as of any date subsequent to
the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
This
Current Report on Form 8-K, including its exhibits, is not intended to be all-inclusive or to contain all the information that
a person may desire in considering an investment in Parent and is not intended to form the basis of an investment decision in Parent.
All subsequent written and oral forward-looking statements concerning Parent and the Company, the proposed business combination or other
matters and attributable to Parent, the Company, or any person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above.
Non-GAAP
Financial Information
Some
of the Company’s financial information and data contained herein and in the exhibits hereto does not conform to SEC Regulation
S-X in that it includes certain financial information not derived in accordance with United States Generally Accepted Accounting Principles
(“GAAP”). Accordingly, such information and data will be adjusted and presented differently in the registration statement
filed with the SEC. Parent and the Company believe that the presentation of non-GAAP measures provides information that is useful to
investors as it indicates more clearly the ability of the Company to meet capital expenditures and working capital requirements and otherwise
meet its obligations as they become due and facilitates comparison of the results of its business operations between its current, past,
and projected future periods.