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United States securities and exchange commission logo
September 17, 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. 2 to
Registration Statement on Form S-4
Filed September 3,
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
August 31, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus
Effect of Redemptions and Underwriting Fees on Book Value Per Share,
page 21
1. We note your revised
disclosure in response to prior comment 1. Please revise to reflect
the impact of
redemptions on the per share value under each of the redemption scenarios
separately from the
impact of the effective underwriting fee on such per share value under
each of the redemption
scenarios.
Michael Burdiek
Motion Acquisition Corp.
September 17, 2021
Page 2
U.S. Federal Income Tax Considerations
Tax Consequences of the Merger, page 146
2. We note that the tax opinion filed as Exhibit 8.1 is a short-form tax
opinion. Please revise
this section to state clearly that the tax disclosures are the opinion of
Graubard Miller.
Refer to Section III.B.2 of Staff Legal Bulletin No. 19.
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
3. Supplementally address the following related to the revised disclosures
provided in
response to prior comment 6:
Provide us with information necessary to compare the fair value of
each DocGo stock
option granted during the periods ended December 2020 and June 2021
and the fair
value implied by the proposed business combination with Motion;
To the extent there were any significant fluctuations in the fair
values from period-to-
period, describe for us the primary quantitative and qualitative
factors that
contributed to these fluctuations, including any intervening events
within DocGo
(i.e., company-specific factors), DocGo s industry (i.e.,
industry-specific factors), or
changes in valuation assumptions or methodology;
Reconcile the sum of the Equity Awards Issued for grant dates in
2021 and 2020 in
the Valuation & Grant Timeline table on page 205 to the quantity of
stock option
grants disclosed on pages F-60 and F-89.
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
September 17, 2021 Page 2
cc: Jeffrey Gallant
FirstName LastName