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United States securities and exchange commission logo
July 29, 2021
Michael Burdiek
Chief Executive Officer
Motion Acquisition Corp.
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Re: Motion Acquisition
Corp.
Registration
Statement on Form S-4
Filed July 2, 2021
File No. 333-257681
Dear Mr. Burdiek:
We have reviewed your 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.
Registration Statement on Form S-4 Filed on July 2, 2021
Questions And Answers
What Happens if A Substantial Number of Public Stockholders Vote in
Favor of the Business
Combination Proposal and Exercise..., page 7
1. Revise your disclosure
to show the potential impact of redemptions on the per share value
of the shares owned by
non-redeeming shareholders by including a sensitivity analysis
showing a range of
redemption scenarios, including minimum, maximum and interim
redemption levels.
Please ensure you also disclose the amount of funds in the trust
account as of the most
recent practicable date and the maximum number of shares that
may be redeemed in
order for the Minimum Cash Condition to be satisfied.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 2 2021 Page 2
FirstName LastName
Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus
Motion Annual Meeting of Stockholders
Redemption Rights, page 16
2. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
Ownership of New DocGo, page 17
3. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
4. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Unaudited Historical Comparative and Pro Forma Combined Per Share Information,
page 28
5. In order not to imply a greater degree of precision than exists,
please revise the
presentation of basic and diluted net loss per share to round only to
the nearest cent.
Forward-Looking Statements; Market, Ranking and Other Industry Data, page 29
6. We note your disclosures cautioning investors not to unduly rely on
your statements of
belief or similar statements of belief and opinions, or give undue
weight to market,
ranking and industry data included in your proxy statement/consent
solicitation
statement/prospectus may imply an inappropriate disclaimer of
responsibility with respect
to such statements. Please revise your disclosure to remove any
implication that you are
not responsible for assessing the reasonableness and soundness of the
information
included in your disclosures.
Risk Factors, page 32
7. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 3 2021 Page 3
FirstName LastName
Security breaches, loss of data and other disruptions could compromise
sensitive business,
customer or patient information..., page 43
8. Please disclose whether you have been impacted by any security
breaches to your
technology platform, including your on-site systems, managed data
center systems and
cloud-based computing center system.
Risk Factors
Other Risks Related to DocGo's Business
DocGo's insurance coverage, including the reserves DocGo establishes with
respect to its
insurable losses, could ..., page 48
9. We note that DocGo establishes reserves for losses and related
expenses associated with
its insurance programs and the disclosure that Insurance reserves
inherently are subject to
uncertainty. Tell us how consideration was given to including this
in the Notes to
DocGo's Consolidated Financial Statements and as part of the Critical
Accounting
Policies and Estimates section of Management s Discussion and
Analysis of Financial
Condition and Results of Operations.
DocGo's business practices may be found to constitute illegal fee-splitting or
corporate practice
of medicine..., page 57
10. Please revise your disclosure to clarify whether DocGo's business is
structured to comply
with the applicable regulations governing fee-splitting and the
corporate practice of
medicine in the states where you generate revenue.
The Proposed Charter will designate the Court of Chancery of the State of
Delaware as the sole
and exclusive forum..., page 71
11. We note your disclosure on page 221 and in Article XI of your Second
Amended and
Restated Certificate of Incorporation that the exclusive forum for
Securities Act claims
will be the federal district courts of the United States of America is
not consistent with
your disclosure here that your exclusive forum provision will not
apply to actions brought
under the Securities Act. Please revise to reconcile these
disclosures. In addition, your
disclosure on page 210 tot clarify whether the exclusive provision
applies to actions
arising under the Exchange Act. In that regard, we note your
disclosure on page 221 and
in Article XI of your Second Amended and Restated Certificate of
Incorporation provide
that the exclusive forum provision shall not apply to suits brought to
enforce a duty or
liability created by the Exchange Act.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 4 2021 Page 4
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Shares of Motion Common Stock Issued to DocGo Stockholders upon Closing
of the
Business Combination and the PIPE Transaction, page 80
12. Revise to provide disclosure here regarding the contingent shares that
may be issued upon
the satisfaction of earnout conditions per the merger agreement. In
addition, if material,
address how the warrants issued by DocGo will be treated as part of
the proposed business
combination.
Motion Annual Meeting of Stockholders, page 85
13. Please quantify the out-of-pocket expenses for which Motion s
officers and directors, and
their affiliates are awaiting reimbursement, if material.
14. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Background of the Proposed Transaction, page 103
15. We note that your amended and restated certificate of incorporation
waived the corporate
opportunities doctrine. Please address this potential conflict of
interest and whether it
impacted your search for an acquisition target.
16. Please substantially revise your disclosure throughout this section to
discuss in greater
detail the substance of meetings and calls, including the material
terms that were
discussed, how parties' positions differed, and how issues were
resolved. Your revised
disclosure should ensure that investors are able to understand how the
parties determined
the initial consideration of $961 million included in the draft
non-binding letter of intent
on December 11, 2020, how the terms of the business combination
evolved during
negotiations and why Motion's board approved the initial business
combination with
DocGo and recommended that "the consideration to be paid was
reasonable and that the
Business Combination was in the best interests of Motion's
stockholders." In that regard,
we note the Motion Board used an enterprise value of approximately
$870 million and
implied equity value of $1.08 billion in determining satisfaction of
the 80% of the net
assets held in the Trust Account Test.
17. We note you disclose that Motion hired an independent healthcare
consultant on
December 5, 2020. We also note that Barclays performed additional
services after the
initial public offering. Please revise your disclosure to include a
detailed description of the
role of the independent healthcare consultant and Barclays as
financial advisor and the
level of diligence and analysis performed in connection with the
transaction.
18. Please disclose who selected potential PIPE investors, and disclose
any relationships
between the PIPE investors and Motion, the sponsor, DocGo and its
affiliates, and the
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 5 2021 Page 5
FirstName LastName
placement agents. In addition, disclose how the terms of the PIPE
transaction was
determined.
Proposal No. 1 - The Business Combination Proposal
Motion's Board of Directors' Reasons for Approval of the Business Combination,
page 109
19. Please disclose the methodology and criteria used to select the
companies in the
comparable publicly traded companies analysis. If any companies that
fit the criteria were
excluded, please discuss the reason such companies were excluded.
Please also revise
your disclosure to clarify who prepared the comparable publicly traded
companies
analysis. In that regard, we note you disclose that in evaluating the
business combination
Motion's board reviewed an analysis of pro forma capital structure and
trading multiples
prepared by Motion's advisors.
Certain Forecasted Financial Information for DocGo, page 111
20. You state on page 111 that, based upon the passage of time and actual
events that have
occurred since the forecasts were developed, the assumptions on which
they are based
may be out of date. Revise your disclosure to address any notable
changes that occurred
after the time when these forecasts were prepared.
21. Revise to provide expanded disclosure for the Projected Revenue for
both Transportation
Services and Mobile Health Services to include totals that sum to the
amounts shown on
page 114. Your revised disclosure should explain how the information
shown provides a
basis for the projections presented.
22. Clarify the disclosure related to Projected Revenue Mix to address the
factors resulting in
the increase for Transportation Services and the decrease for Mobile
Health Services.
23. Expand the disclosure regarding projected Gross Profit to provide
additional detail
regarding the correlation between forecasted expenses and revenues. As
necessary,
include information regarding expectations for the operating expenses
identified on page
179 as "most significant" such as labor costs, medical supplies, and
vehicle-related costs.
In addition, explain why selling, general and administrative expenses
are expected to
represent a smaller percentage of revenue in future years.
24. We note your disclosure cautioning investors "not to rely on the
forecasts" in making a
decision regarding the Business Combination." While it may be
appropriate to caution
investors not to place undue reliance upon the financial forecasts, it
is not appropriate
to tell readers to not rely upon them. Please revise your disclosures
accordingly.
Key Financial Metrics, page 114
25. Per the disclosure on page 114, revenues are projected to increase
from $155 million in
2021 to $267 million in 2022. Describe the basis for projecting this
revenue growth and
the factors or contingencies that could prevent it from ultimately
materializing. In
addition, describe the basis for the assumptions that underlie the
projections and the type
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 6 2021 Page 6
FirstName LastName
of market assumed in their development.
26. It does not appear that the presentation of Gross Profit includes
charges for depreciation
and amortization. Although the guidance in SAB Topic 11:B provides an
accommodation
for presenting Cost of Revenues exclusive of depreciation and
amortization, this does not
extend to measures such as Gross Profit. Please revise your
presentation here, and the
disclosure on page 157, as necessary.
27. Disclosure on page 184 states that future capital requirements depend
on many
factors including potential acquisitions, the level of investment in
technology, and rate of
growth in existing and into new markets. Explain how these factors
were considered in
the projection of Free Cash Flow.
28. Revise to label Free Cash Flow as a non-GAAP measure and to provide a
title that
differentiates it from the typical calculation of this measure (i.e.,
cash flows from
operations less capital expenditures). Refer to Question 102.07 of the
staff s Compliance
& Discussion Interpretation on Non-GAAP Financial Measures for
additional guidance.
Interests of Certain Persons in the Proposed Transaction - DocGo, page 116
29. We note your cross- reference disclosure under Narrative Disclosure
to Summary
Compensation Table - Additional Narrative Disclosure New
Employment Agreements,
but are unable to locate such disclosure. Please revise to include the
disclosure you
reference.
Certain Engagements in Connection with the Business Combination and Related
Transactions,
page 118
30. We note that Barclays performed additional services after the IPO and
part of the IPO
underwriting fee was deferred and conditioned on completion of a
business combination.
Please quantify the aggregate fees payable to Barclays that are
contingent on completion
of the business combination.
U.S. Federal Income Tax Considerations, page 136
31. Please amend the disclosure throughout your filing, including this
section and your
Questions and Answers section, to describe the material federal income
tax consequences
of the merger and related transactions, and not just the federal
income tax consequences of
redemptions. See Item 4(a)(6) of Form S-4. If the merger and related
transactions are not
taxable to shareholders, please file a tax opinion with your
registration statement. Refer to
Item 601(b)(8) of Regulation S-K. For guidance, refer to Section III
of Staff Legal
Bulletin No. 19.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 7 2021 Page 7
FirstName LastName
Information About DocGo
Our Competitive Strengths, page 160
32. We note that all production infrastructure at DocGo is deployed on
Amazon Web
Services. Please file any agreement you have entered into with Amazon
Web Services as
an exhibit to the registration statement and include a description of
the material terms
thereof, or tell us why you believe you are not required to do so.
DocGo's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Components of Results of Operations, page 179
33. Tell us how you considered providing disclosure of metrics such as
transportation trip
volumes and average trip price here. Note that metrics like these
should be accompanied
by a clear definition and an explanation of how they are calculated
along with statements
indicating the reasons why the metrics shown provide useful
information and how they are
used by management. For additional guidance, refer to SEC Release No.
33-10751.
Comparison of the Years Ended December 31, 2020 and 2019, page 181
34. In addition to the discussion of revenue by segment, revise to provide
a similar-type
discussion based on results of segment operations. Refer to Item 303
of Regulation S-K.
Cost of Revenue, page 184
35. We note the explanation that the decrease in Cost of Revenue as a
percentage of revenue
is due to increased productivity in Transportation services and the
significant increase in
higher margin Mobile Health revenues. Elaborate on what is meant by
increased
productivity as it relates to the services provided by the
Transportation segment.
Critical Accounting Policies and Significant Judgments and Estimates
Stock-Based Compensation, page 189
36. We note the disclosure on page F-86 regarding the weighted average
grant date fair value
per share for stock options granted during the period ended December
31, 2020, and
similar disclosure on page F-58 for grants during the period ended
March 31, 2021.
Provide us with an explanation for the differences between the value
of recently granted
equity-based compensation awards compared to the fair value implied by
the proposed
business combination. As necessary, include information regarding
specific grants of
equity-based compensation awards and their conversion as part of the
planned transaction.
37. Expand the disclosure regarding the assumptions used by DocGo
management to calculate
the fair value of DocGo s stock-based awards for a more complete
description of the
nature of the material assumptions involved and clarify that these
types of estimates will
not be necessary to determine the fair value of new awards after the
completion of the
proposed business combination.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 8 2021 Page 8
FirstName LastName
Executive and Director Compensation
Executive and Director Compensation of DocGo, page 192
38. Please expand the narrative to the summary compensation table and
director compensation
table to discuss how such compensation was determined, including the
material terms of
the cash performance based awards made to DocGo's named executive
officers. Refer to
Items 402(o) and 402(r) of Regulation S-K. We note you disclose on
page 186 that
following the closing of the business combination you intend to
develop an executive
compensation program that is consistent with DocGo's existing
compensation policies and
philosophies.
Outstanding Equity Awards at 2020 Fiscal Year End, page 193
39. Please disclose the vesting dates of the options held at fiscal-year
end. Refer to Instruction
2 to Item 402(p)(2) of Regulation S-K.
40. We note you state that your summary of the Ambulnz, Inc. 2017 Equity
Incentive Plan is
qualified in its entirety by the complete text of the agreement, which
is filed as an exhibit.
However, such agreement is not referenced in your exhibit index. It is
not appropriate for
you to qualify your disclosure by reference to information that is not
included in the
prospectus or filed as an exhibit to the registration statement.
Please revise accordingly.
Index to Financial Statements
Audited Financial Statements of Ambulnz, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss, page F-66
41. We note you present non-cash stock-based compensation as a separate
line item in your
income statement. Please modify your income statement to present the
expense related to
stock-based payment arrangements in the line or lines as cash
compensation paid to the
same employees. Refer to SAB Topic 14:F.
42. Tell us how you considered Rule 5-03(b)(7) of Regulation S-X in your
presentation of a
single net line item for "Other income."
43. Revise your presentation of Net Loss per Share Attributable to
Ambulnz, Inc. and
Subsidiaries (basic and diluted) to round to the nearest cent.
Notes to Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-74
44. It appears that DocGo may have contract assets in the form of unbilled
revenues. Tell us
how the disclosure required by FASB ASC 606-10-50-8(a) was considered.
Michael Burdiek
FirstName LastNameMichael Burdiek
Motion Acquisition Corp.
Comapany
July NameMotion Acquisition Corp.
29, 2021
July 29,
Page 9 2021 Page 9
FirstName LastName
45. We note the disclosure on page F-74 which states that Revenues are
recorded net of an
estimated contractual allowances for claims subject to contracts with
responsible paying
entities. The Company estimates contractual allowances at the time of
billing based on
contractual terms, historical collections, or other arrangements.
If this represents variable
consideration, explain how it is estimated in determining the
transaction price in contracts
with customers. Specifically, provide information about the methods,
inputs, and
assumptions used to estimate variable consideration and the assessment
of whether it is
constrained as required by FASB ASC 606-10-50-20.
46. You state that the typical billing cycle for Transportation Services
and Mobile Health
services is same day to 5 days. Revise to provide disclosure
clarifying when payment is
typically due. Refer to FASB ASC 606-10-50-12b.
Note 4. Acquisition of Businesses and Asset Acquisitions, page F-79
47. We note your references to purchase price allocations based on
valuation
reports. If reference is being made to the use of experts, revise to
name the experts and file
the appropriate consents or remove the reference. This comment also
applies to the
disclosure on page 48 regarding insurance reserves based on
assumptions calculated by an
independent actuary firm. Refer to Question 233.02 of the Compliance &
Disclosure
Interpretations regarding Securities Act Rules.
Note 10. Business Segment Information, page F-83
48. Revise to provide disclosures for each of your reportable segments
pursuant to FASB
ASC 280-10-50-22 and 50-25 such as depreciation and amortization
expense
and expenditures for additions to long-lived assets.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Michael Burdiek
Motion Acquisition Corp.
July 29, 2021
Page 10
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
July 29, 2021 Page 10
cc: Jeffrey Gallant
FirstName LastName