Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the A&R Sponsor Agreement, Sponsor agreed to, among other things,
forfeit and defer certain amounts of the shares of Motion Class A common stock
it holds in relation to the number of shares that holders of Motion Class A
common stock sold in Motion's initial public offering sought redemption in
connection with the consummation of the transactions (the "Business
Combination") contemplated by that certain Merger Agreement, dated as of
Pursuant to the Merger Agreement, DocGo's obligation to consummate the Business
Combination was conditioned upon, among other things, the funds contained in
Motion's trust account, after taking into account (i) redemptions of Motion
Class A common stock and other permitted disbursements, (ii) unpaid transaction
expenses of Motion and DocGo and (iii) the proceeds of those certain
subscription agreements, dated
The foregoing description of the A&R Sponsor Agreement is not complete and is qualified in its entirety by reference to the complete text of the A&R Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On
Motion's stockholders voted on the following proposals at the Meeting, each of
which was approved and each of which is described in greater detail in the
definitive proxy statement/prospectus (File No. 333-257681) filed by Motion with
the
The Business Combination Proposal - To approve and adopt the Merger Agreement, and the transactions contemplated therein (the "Transactions"), including the merger of Merger Sub with and into DocGo, with DocGo surviving the merger as a wholly-owned subsidiary of Motion (the "Merger") and the issuance of shares of Motion common stock to DocGo's stockholders in the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,911 69,250 0 0
The Charter Proposals - To approve amendments to Motion's current amended and restated certificate of incorporation, to:
a. provide for one class of common stock as opposed to the two series of common stock under Motion's existing certificate of incorporation (the "Existing Charter"). The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,900 69,526 5 0
b. increase the number of authorized shares of common stock from 50,000,000 shares to 500,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 50,000,000 shares. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,900 69,531 0 0 1
c. require an affirmative vote of holders of at least two-thirds (66?%) of the voting power of all of the then outstanding shares of voting stock following the consummation of the Transactions to amend, alter, repeal or rescind certain provisions of the proposed amended and restated certificate of incorporation (the "Proposed Charter"). The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,905 69,526 0 0
d. require an affirmative vote of holders of at least two-thirds (66?%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions for stockholders to amend, alter, repeal or rescind any provision of the bylaws. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,905 69,526 0 0
e. provide for the removal of directors with cause only by stockholders voting at least two-thirds (66?%) of the voting power of all of the then outstanding shares of voting stock of following the consummation of the Transactions. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,900 69,531 0 0
f. provide that actions of stockholders must be taken at a duly called annual or special meeting of stockholders and may not be effected by written consent unless such action is recommended or approved by all members of the board of directors then in office. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,895 69,531 5 0
g. provide that special meetings of the stockholders may be called only by or at the direction of the board of directors, the chairman of the board of directors, or the chief executive officer. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,905 69,526 0 0
h. provide that any increase or decrease in the number of authorized shares of any class or classes of stock (but not below the number of shares then outstanding) requires the affirmative vote of the holders of the majority of the voting power of the stock entitled to vote generally in the election of directors. The following is a tabulation of the votes with respect to this proposal, which was approved by Motion's stockholders:
For Against Abstain Broker Non-Votes 8,231,900 69,526 5 0
i. replace the Existing Charter with the Proposed Charter and remove the various
provisions applicable only to special purpose acquisition companies that will no
longer be applicable to Motion after the consummation of the Transactions,
including the elimination of Article IX (Business Combination Requirements) from
the Existing Charter and changing Motion's name from "
For Against Abstain Broker Non-Votes 8,231,900 69,526 5 0 2 The Director Election Proposal - To elect seven directors to the board of directors of Motion to serve following the consummation of the Merger. The following is a tabulation of the votes with respect to each director elected at the Meeting: Director For Withheld Broker Non-Vote Stan Vashovsky 8,231,875 0 69,556 Chris Fillo 8,017,478 0 283,953 Ely D. Tendler 8,047,558 0 253,873 Ira Smedra 8,300,895 0 536 Steven Katz 8,300,895 0 536 James M. Travers 8,047,558 0 253,873 Michael Burdiek 8,047,558 0 253,873
The NASDAQ Proposal - To approve the issuance of New DocGo Common Stock in the
Merger in an amount greater than 20% of the number of shares of Motion Common
Stock before such issuances and the issuance of New DocGo Common Stock resulting
in a change of control of Motion, as such approval is required by the rules of
the
For Against Abstain Broker Non-Votes 8,231,972 69,939 0 0
The Incentive Plan Proposal - To approve the
For Against Abstain Broker Non-Votes 7,494,547 806,884 0 0
Because each of the foregoing proposals were approved and because Motion and DocGo did not anticipate requiring additional time to complete the Merger, the proposal to adjourn the Meeting to a later date or dates was not presented at the Meeting.
Item 7.01. Regulation FD Disclosure.
On November [2], 2021, Motion and DocGo issued a press release announcing the results of the Meeting. The press release is attached as Exhibit 99.1 hereto.
The information set forth under this Item 7.01, including the exhibit 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 of 1933, as amended ("Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 10.1 A&R Sponsor Agreement, datedNovember 4, 2021 , by and amongMotion Acquisition Corp. ,Motion Acquisition LLC andAmbulnz, Inc. 99.1 Press release, datedNovember 2, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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