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United States securities and exchange commission logo
August 31, 2021
Michael Burdiek
Chief Executive Officer
Motion Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Re: Motion Acquisition
Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed August 17,
2021
File No. 333-257681
Dear Mr. Burdiek:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
29, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed on August
17, 2021
Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus
Sensitivity Analysis, page 20
1. We note your response
to prior comments 1 and 4 and re-issue them in part. Please
expand your sensitivity
analysis to include the impact of redemptions on the per share
value under each of the
redemption scenarios and include the effect of the underwriting
fee on such per share
value at each redemption level presented.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
August 31, NameMotion
2021 Acquisition Corp.
August
Page 2 31, 2021 Page 2
FirstName LastName
Proposal No. 1 - The Business Combination Proposal
Motion's Board of Directors' Reasons for Approval of the Business Combination,
page 114
2. We note your revised disclosure in response to prior comment 19 and
reissue it in part.
We note your disclosure on page 110 that Motion's management had
several calls with
Barclays to validate and modify the proposed set of publicly listed
comparable companies
that was initially provided by DocGo. We also note your disclosure
here that in valuing
DocGo's business, Motion's Board gave considerable weight to the
valuations experienced
by comparable publicly traded companies in the telehealth and
associated sectors of the
healthcare industry. Please revise your disclosure to disclose the set
of comparable
publicly traded companies initially provided by DocGo and discuss the
rationale for
modifying such list, including the reasons any companies were excluded
or additional
companies included in the modified list.
Background of the Proposed Transaction
Certain Forecasted Financial Information for DocGo, page 117
3. The revised disclosure provided in response to prior comment 20
addresses changes that
have occurred since the forecasts were developed for the Mobile Health
segment. Revise
this disclosure to also address any changes that have affected the
Transportation Services
segment.
4. Disclosure on page 118 states that the revenues from leased hour
contracts will be driven
by the number of markets in which DocGo operates and how successful
DocGo is in
obtaining such contracts. Clarify the assumptions that were used to
derive the projections
for revenues from leased hour contracts.
U.S. Federal Income Tax Considerations, page 145
5. We note your response to prior comment 38 and reissue the comment in
part. Please
revise your disclosure to clearly express an opinion on the tax
treatment of the merger and
the related transactions. If the merger is not taxable to
shareholders, please also file a tax
opinion with your registration statement. If there is uncertainty
regarding the tax
treatment, counsel may issue a "should" or "more likely than not"
opinion to make clear
that the opinion is subject to a degree of uncertainty, and explain
why it cannot give a firm
opinion. In that regard, we note that Section 1.14 of the merger
agreement provides that
the parties intend that the merger qualifies as a "reorganization"
within the meaning of
Section 368(a) of the Code and your revised disclosure on page 147
that the parties have
agreed to report the merger in a manner consistent with such tax
treatment so that the
merger may qualify as a "reorganization" within the meaning of Section
368 of the Code.
Refer to Item 601(b)(8) of Regulation S-K.
Michael Burdiek
Motion Acquisition Corp.
August 31, 2021
Page 3
DocGo's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 204
6. Based on the revised disclosure in response to prior comment 36, it is
not clear what
supporting factors you believe are relevant in explaining differences
between the values of
recently granted stock-based awards compared to the fair value implied by
the proposed
business combination. Provide us with a more comprehensive explanation of
the factors
you believe support these differences. In addition, provide us with
information necessary
to compare the weighted average grant date fair value per share for stock
options granted
during the periods ended June 30, 2021 and December 31, 2020 to their
equivalent fair
value as implied by the proposed business combination.
7. It does not appear that the expanded disclosure in response to prior
comment 37
adequately describes the nature of the material assumptions used to
calculate the fair value
of DocGo s stock-based awards. Please revise to provide this type of
information.
Audited Financial Statements of Ambulnz, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-77
8. We note the disclosure added in response to prior comment 45 indicating
that all
transaction prices are fixed and determinable. We also note the
accounting policy
description retains the disclosure regarding estimated contractual
allowances for claims
subject to contracts with responsible paying entities. Please revise your
disclosure further
to provide a clearer explanation of the nature of these contractual
allowances based on
their typical characterization in DocGo s contracts with its customers.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions
regarding
comments on the financial statements and related matters. Please contact Anuja
A. Majmudar,
Attorney-Advisor, at (202) 551-3844 or, in her absence, Karina Dorin,
Attorney-Advisor, at
(202) 551-3763 with any other questions.
Sincerely,
FirstName LastNameMichael Burdiek
Division of
Corporation Finance
Comapany NameMotion Acquisition Corp.
Office of Energy &
Transportation
August 31, 2021 Page 3
cc: Jeffrey Gallant
FirstName LastName