As filed with the United States Securities and Exchange Commission on May 11, 2021

Registration No. 333-253113

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

Amendment No. 2

to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________

FALCON CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

 

6770

 

85-1365053

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

660 Madison Avenue, 12th Floor
New York, NY 10065
Telephone: (212) 812
-7702
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________________

Alan G. Mnuchin
Chief Executive Officer and Chairman
Falcon Capital Acquisition Corp.
660 Madison Avenue, 12
th Floor
New York, NY 10065
Telephone: (212) 812
-7702
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

Joel L. Rubinstein
Bryan J. Luchs
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819
-8200

 

Keith M. Townsend
Rahul Patel
Michael Hamilton
King & Spalding LLP
1180 Peachtree Street, NE
Suite 1600
Atlanta, GA 30309

(404) 572-4600

 

Jeff Arnold
Sharecare, Inc.
255 East Paces Ferry Road NE
Suite 700
Atlanta, Georgia 30305
(404) 671
-4000

____________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Merger Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i)
(Cross
-Border Issuer Tender Offer)

 

 

Exchange Act Rule 14d-1(d)
(Cross
-Border Third-Party Tender Offer)

 

 

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

 

Amount to be
Registered

 

Proposed
Maximum
Offering
Price
Per Share

 

Proposed
Maximum
Aggregate
Offering
Price

 

Amount of
Registration
Fee(4)

Class A common stock, par value
$0.0001 per share

   

 

 

 

   

 

 

 

 

 

 

 

397,361,123

(1)

 

$

9.975

 

$

3,963,677,201.93

(2)

 

$

469,548.93

(3)

____________

(1)      Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“FCAC Class A common stock”), of the registrant (“FCAC”) estimated to be issued to the holders of capital stock of Sharecare, Inc. (“Sharecare”) in connection with the business combination described herein (the “Business Combination”). Such maximum number of shares of FCAC Class A common stock is based on the sum of (a) 287,487,331 shares of FCAC Class A common stock to be issued to the holders of common stock, par value $0.001 per share, of Sharecare, Inc. (“Sharecare common stock”); (b) 889,313 shares of FCAC Class A common stock reserved for issuance upon the settlement of certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders (as defined herein) as of May 11, 2021, which warrants will automatically convert into warrants to purchase shares of FCAC Class A common stock upon consummation of the Business Combination; (c) 1,510,788 options to purchase shares of Sharecare common stock, which options will automatically convert into options to purchase 107,484,479 shares of FCAC Class A common stock upon consummation of the Business Combination; and (d) 1,500,000 shares of FCAC Class A common stock as stockholder earnout shares.

(2)      Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is calculated as the product of (i) 397,361,123 shares of FCAC Class A common stock; and (ii) $9.975, the average of the high and low trading prices of FCAC Class A common stock on May 6, 2021 (within five business days prior to the date of this Registration Statement).

(3)      Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

(4)      $467,953.22 previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED MAY 11, 2021

PROXY STATEMENT OF
FALCON CAPITAL ACQUISITION CORP.
PROSPECTUS FOR
39
7,361,123 SHARES OF CLASS A COMMON STOCK OF
FALCON CAPITAL ACQUISITION CORP. (WHICH WILL BE RENAMED SHARECARE, INC.)

On February 10, 2021, the board of directors of Falcon Capital Acquisition Corp., a Delaware corporation (“FCAC,” “we,” “us,” or “our”), unanimously approved an agreement and plan of merger, dated February 12, 2021, by and among FCAC, FCAC Merger Sub Inc., a wholly-owned subsidiary of FCAC (“Merger Sub”), Sharecare, Inc. (“Sharecare”), and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders (the “Stockholder Representative”) (as may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by FCAC’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Sharecare, after which the separate corporate existence of Merger Sub will cease and Sharecare will survive the merger as a wholly-owned subsidiary of FCAC (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, FCAC will be renamed “Sharecare, Inc.” and is referred to herein as “New Sharecare” as of the time following such change of name.

Under the Merger Agreement, FCAC has agreed to acquire all of the outstanding equity interests of Sharecare for approximately $3.79 billion in aggregate consideration, which includes up to $275.0 million in cash (the “Cash Consideration”). As consideration, each Sharecare stockholder (other than holders of the Sharecare Series D Preferred Stock (as defined herein)) will have the right to receive a portion of the Cash Consideration (to the extent available) and shares of common stock of New Sharecare. Each holder of shares of common stock, par value $0.001 per share, of Sharecare (“Sharecare common stock”) issued and outstanding immediately prior to the effective time of the Business Combination (the “effective time”) shall be automatically deemed to have made a proper election to receive cash with respect to (i) if such holder owns a number of shares of Sharecare common stock that represents 7.75% or more of such holder’s Aggregate Equity (as defined herein), with respect to a number of shares equal to 7.75% of such holder’s Aggregate Equity and (ii) if such holder owns a number of shares of Sharecare common stock that represents less than 7.75% of such holder’s Aggregate Equity, with respect to all of such holder’s shares of Sharecare common stock (each such share, a “Cash Electing Share”), and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value (as defined herein). If (A) the sum of the aggregate number of Dissenting Shares (as defined herein) and the aggregate number of Cash Electing Shares multiplied by (B) the Per Share Merger Consideration Value (the “Aggregate Cash Election Amount”) exceeds the Cash Consideration, then each Cash Electing Share will convert into the right to receive (x) an amount in cash equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Cash Consideration and denominator of which shall be the Aggregate Cash Election Amount (the “Cash Fraction”) and (y) a number of validly issued, fully paid shares of New Sharecare common stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction. Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any shares of Sharecare common stock that are not Cash Electing Shares (“Stock Electing Shares”), and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration (as defined herein) for each Stock Electing Share.

The Cash Consideration will not be payable to Sharecare stockholders if, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, there is not at least $401.0 million in cash to first be retained on the balance sheet of New Sharecare (the “Balance Sheet Threshold”). Although Sharecare currently has sufficient liquidity to fund its future operations, the Balance Sheet Threshold was mutually agreed upon between FCAC and Sharecare based upon, among other things, considerations such as the amount of cash liquidity reasonably necessary to fund growth initiatives, support marketing efforts, provide additional working capital and for other general corporate purposes. If the Balance Sheet Threshold is not satisfied, all consideration to Sharecare stockholders (other than holders of the Sharecare Series D Preferred Stock) will be in the form of shares of common stock of New Sharecare. Holders of the Sharecare Series D Preferred Stock will receive shares of New Sharecare Series A Preferred Stock as consideration (but will not be entitled to any Cash Consideration). For more detailed information on the cash and stock allocations see “Cash Consideration” on page 23 and “Stock Consideration” on page 24. It is estimated that Cash Consideration will be approximately $275.0 million if there are no redemptions and that there will be no Cash Consideration if more than 30.1 million public shares are redeemed by FCAC stockholders. See “Sources and Uses of Funds for the Business Combination” on page 33 for more information.

 

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At the effective time, each option to purchase shares of the Sharecare common stock (a “Sharecare option”) that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a stock option (a “closing New Sharecare option”) to acquire shares of New Sharecare common stock with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time (the “original option terms”) provided that the number of shares of New Sharecare common stock underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by an exchange ratio determined in accordance with the Merger Agreement, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the exchange ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of stock options to acquire shares of New Sharecare common stock (each, a “contingent option”) equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio (as defined herein), which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27. Each contingent option will have the same per share exercise price as each closing New Sharecare option and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions (as defined below) and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the closing date of the Business Combination (“Closing Date”) shall automatically be cancelled and terminate on the following day and the holder thereof will have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

Subject to certain exceptions, at the effective time, each warrant to purchase shares of Sharecare capital stock (each, a “Sharecare warrant”) that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a warrantholder that has entered into a support agreement (collectively, the “Sharecare Support Agreements”) with Sharecare and FCAC (a “Specified Warrantholder”), by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

In connection with the entry into the Merger Agreement, FCAC entered into non-redemption agreements with certain holders of FCAC Class A common stock, pursuant to which such holders agreed not to exercise their redemption rights in connection with the Business Combination (the “Non-Redemption Agreements”). The aggregate

 

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number of shares of FCAC Class A common stock subject to the Non-Redemption Agreements is 4,197,245, which represents $41,972,450 million of otherwise exercisable redemption rights. The percentage of outstanding shares of FCAC common stock subject to the Non-Redemption Agreements is approximately 10% of the voting power of FCAC, which, when taken together with the shares held by our sponsor, Falcon Equity Investors LLC (the “Sponsor”), and our other Initial Stockholders (as defined herein) that are obligated to vote in favor of the Business Combination, represents approximately 30% of the voting power of FCAC.

The total maximum number of shares of New Sharecare common stock expected to be issuable at the closing of the Business Combination (the “Closing”) is 397,361,123, assuming maximum redemptions (including 287,487,331 shares of Sharecare common stock, 889,313 shares of Sharecare common stock underlying warrants, 107,484,479 shares of Sharecare options and 1,500,000 stockholder earnout shares (as defined below). Holders of shares of Sharecare capital stock will hold, in the aggregate, between approximately 75.8% and 84.6% of the issued and outstanding shares of New Sharecare common stock immediately following the closing of the Business Combination (the “Closing”). In addition, up to 5,000,000 shares of New Sharecare Series A Preferred Stock will be issued at Closing upon conversion of the Sharecare Series D Preferred Stock, which shares will be entitled to vote with the New Sharecare common stock on an as converted basis.

The Merger Agreement contemplates that at the Closing and (i) immediately prior to the effective time, the Sponsor will, in accordance with the Sponsor Agreement, deliver to an escrow agent, 1,713,000 shares of FCAC class B common stock which shares shall be allocated to the Sponsor (such shares, the “Sponsor Earnout Shares”), and (ii) immediately following the effective time, New Sharecare shall deliver electronically to the earnout escrow agent, an amount of shares of New Sharecare common stock equal to the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time multiplied by the Earnout Ratio (the “stockholder earnout shares” and, together with the Sponsor Earnout Shares, the “earnout shares”), which shares shall be allocated on a pro rata basis among the Sharecare stockholders who have received shares of New Sharecare common stock in accordance with the Merger Agreement (the “stockholder earnout group”). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

The earnout shares shall be released and delivered such that (i) one-half of the earnout shares will be released and distributed if the volume-weighted average price of shares of New Sharecare common stock equals or exceeds $12.50 per share for 20 of any 30 consecutive trading days or New Sharecare consummates a transaction resulting in stockholders having the right to receive consideration equal to or exceeding $12.50 per share, and (ii) one-half of the earnout shares will be released and distributed if the volume-weighted average price of shares of New Sharecare common stock equals or exceeds $15.00 per share for 20 of any 30 consecutive trading days or New Sharecare consummates a transaction resulting in stockholders having the right to receive consideration equal to or exceeding $15.00 per share (the conditions described in clauses (i) and (ii), the “earnout conditions”). If the earnout conditions have not been satisfied following the fifth anniversary of the Closing, any earnout shares remaining in the earnout escrow account shall be automatically released to New Sharecare for cancellation and neither the members of the stockholder earnout group nor the Sponsor shall have any right to receive such earnout shares or any benefit therefrom. At Closing, FCAC will transfer 428,250 shares of New Sharecare common stock to a charitable foundation designated by Sharecare to support well-being initiatives from global to hyperlocal — that embody the company’s spirit of “sharing care” and demonstrate a commitment to positively impacting community health.

Immediately prior to the effective time of the Business Combination, each of the currently issued and outstanding shares of FCAC Class B common stock will automatically convert, on a one-for-one basis, into shares of New Sharecare common stock in accordance with the terms of the Current Charter.

FCAC’s units, Class A common stock and public warrants are publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FCACU,” “FCAC” and “FCACW,” respectively. FCAC intends to apply to list the New Sharecare common stock and public warrants on Nasdaq under the symbols “SHCR” and “SHCRW,” respectively, upon the Closing of the Business Combination. New Sharecare will not have units traded following the Closing.

FCAC will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. FCAC cannot complete the Business Combination unless FCAC’s stockholders consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby. FCAC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

 

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Unless adjourned, the Special Meeting of the stockholders of FCAC will be held at         , New York City time, on         , 2021 at         . In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, FCAC has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting          and using a control number assigned to you by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus and provided to them by their holder of record.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about FCAC and New Sharecare and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 41 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing         . This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at         .

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated         , 2021, and is first being mailed to stockholders of FCAC on or about         , 2021.

 

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FALCON CAPITAL ACQUISITION CORP.

660 Madison Avenue
New York, NY 10065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON
        , 2021

TO THE STOCKHOLDERS OF FALCON CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Falcon Capital Acquisition Corp., a Delaware corporation (“FCAC,” “we,” “us” or “our”), will be held at         , New York City time, on         , 2021 at         . You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)     Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to adopt the agreement and plan of merger, dated February 12, 2021, by and among FCAC, FCAC Merger Sub Inc., a wholly-owned subsidiary of FCAC (“Merger Sub”), Sharecare, Inc. (“Sharecare”) and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders (the “Stockholder Representative”) (as may be amended and/or restated from time to time, the “Merger Agreement”) and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Sharecare, after which the separate corporate existence of Merger Sub will cease and Sharecare will survive the merger as a wholly-owned subsidiary of FCAC (we refer to the transactions contemplated by the Merger Agreement as the “Business Combination” and we refer to this proposal as the “Business Combination Proposal”);

(b)    Proposal No. 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved, the proposed fourth amended and restated certificate of incorporation of FCAC, which includes a certificate of designations for the Series A Preferred Stock (“Series A Preferred Stock”) (the “Proposed Charter”), which will replace FCAC’s third amended and restated certificate of incorporation, dated September 21, 2020 (the “Current Charter”) and will be in effect upon the Closing (we refer to this proposal as the “Charter Proposal”);

(c)     Proposal No. 3 — The Advisory Charter Proposal — to consider and vote upon a separate proposal to approve, on a non-binding advisory basis, the following material difference between the Proposed Charter and the Current Charter, which is being presented in accordance with the requirements of the SEC as a separate sub-proposal (we refer to this proposal as the “Advisory Charter Proposal”);

Under the Proposed Charter, New Sharecare will be authorized to issue 615,000,000 shares of capital stock, consisting of (a) 600,000,000 shares of common stock, par value $0.0001 per share and (b) 15,000,000 shares of preferred stock, par value $0.0001 per share, including 5,000,000 shares of New Sharecare Series A Preferred Stock, as opposed to the Current Charter which authorizes FCAC to issue 401,000,000 shares of capital stock, consisting of (y) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (z) 1,000,000 shares of preferred stock, par value $0.0001 per share.

(d)    Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (i) shares of FCAC Class A common stock and the New Sharecare Series A Preferred Stock pursuant to the terms of the Merger Agreement and (ii) shares of FCAC Class A common stock to certain investors (the “PIPE Investors”) in connection with the Private Placement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);

 

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(e)     Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved, the Sharecare, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”);

(g)    Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, and the Incentive Plan Proposal (together the “condition precedent proposals”) would not be duly approved by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of shares of FCAC’s Class A common stock and Class B common stock (collectively, “FCAC Shares”) at the close of business on         , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.

After careful consideration, FCAC’s board of directors (the “FCAC Board”) has determined that each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal are in the best interests of FCAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of FCAC’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of FCAC and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of FCAC’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal and the Advisory Charter Proposal are not conditioned on the approval of any other proposal. However, if the Business Combination Proposal is not approved, the Advisory Charter Proposal will have no effect, even if approved by our stockholders.

In connection with our initial public offering (the “IPO”), our Initial Stockholders (consisting of Falcon Equity Investors LLC, a Delaware limited liability company (our “Sponsor”), Edgar Bronfman Jr., Karen Finerman and Michael Ronen) and our directors at the time of our IPO entered into a letter agreement to vote their shares of FCAC Class B common stock purchased prior to our IPO (the “founder shares”), as well as any shares of FCAC Class A common stock sold as part of the units by us in our IPO (the “public shares”) purchased by them during or after our IPO, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our Initial Stockholders own approximately 20% of our total outstanding common stock.

 

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Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that FCAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to         , New York City time, on         , 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, FCAC’s transfer agent (the “Transfer Agent”), that FCAC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1.0 million) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of April 1, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the closing of the Business Combination (the “Closing”). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FCAC instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Furthermore, FCAC entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase immediately prior to the Closing an aggregate of 42,585,000 shares of FCAC Class A common stock at a purchase price of $10.00 per share. In connection with the Closing, all of the issued and outstanding shares of FCAC Class A common stock, including the shares of FCAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Sharecare common stock.

All FCAC stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of FCAC Shares, you may also cast your vote at the Special Meeting electronically by visiting         . If your shares are held in an account at a brokerage firm or

 

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bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of FCAC Shares, voting as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Charter Proposal. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing         . This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at         .

Thank you for your participation. We look forward to your continued support.

        , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF FCAC CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF FCAC CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF FCAC CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by FCAC, constitutes a prospectus of FCAC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of FCAC to be issued to Sharecare’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of FCAC under Section 14(a) of the Exchange Act.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to FCAC stockholders nor the issuance by FCAC of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding FCAC has been provided by FCAC and information contained in this proxy statement/prospectus regarding Sharecare has been provided by Sharecare.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. However, this proxy statement/prospectus contains information concerning the market and industry in which Sharecare conducts its business that Sharecare has obtained from industry publications and from surveys or studies conducted by third parties that Sharecare believes to be reliable. Sharecare cannot assure you of the accuracy and completeness of such information, and it has not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. As a result, you should be aware that any such market, industry and other similar data may not be reliable. While Sharecare is not aware of any misstatements regarding any industry data presented in this proxy statement/prospectus, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the section entitled “Risk Factors” below.

 

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Table of Contents

 

Page

ADDITIONAL INFORMATION

 

1

CERTAIN DEFINED TERMS

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

6

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

 

8

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

22

Information About the Parties to the Business Combination

 

22

The Business Combination and the Merger Agreement

 

22

Structure of the Business Combination

 

22

Merger Consideration

 

23

The Private Placement

 

25

Special Meeting of FCAC Stockholders and the Proposals

 

26

Recommendation of FCAC’s Board of Directors

 

27

FCAC’s Board of Directors’ Reasons for Approval of the Business Combination

 

27

Regulatory Approvals

 

28

Conditions to the Completion of the Business Combination

 

28

Termination

 

28

Redemption Rights

 

29

No Delaware Appraisal Rights

 

30

Proxy Solicitation

 

30

Interests of FCAC’s Directors and Officers in the Business Combination

 

30

Stock Exchange Listing

 

32

Sources and Uses of Funds for the Business Combination

 

33

Accounting Treatment

 

33

Comparison of Stockholders’ Rights

 

33

Summary of Risk Factors

 

33

Emerging Growth Company

 

34

SUMMARY HISTORICAL FINANCIAL INFORMATION OF FCAC

 

35

SUMMARY HISTORICAL FINANCIAL INFORMATION OF SHARECARE

 

36

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

37

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

 

39

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

 

40

FCAC

 

40

Sharecare

 

40

RISK FACTORS

 

41

Risk Factors Relating to FCAC and the Business Combination

 

41

FCAC Stockholder Redemption Risks

 

50

Risks Related to Sharecare

 

51

Risks Related to Legal and Regulatory Matters

 

61

Risks Related to Financing and Tax

 

67

Risks Related to Future Growth

 

70

Risks Related to Being a Public Company

 

73

INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION

 

78

FCAC

 

78

Merger Sub

 

78

Sharecare

 

78

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Page

THE SPECIAL MEETING

 

79

Overview

 

79

Date, Time and Place of the Special Meeting

 

79

Proposals

 

79

Record Date; Outstanding Shares; Shares Entitled to Vote

 

79

Quorum

 

79

Vote Required and FCAC Board Recommendation

 

80

Voting Your Shares

 

81

Voting Shares Held in Street Name

 

81

Revoking Your Proxy

 

82

Share Ownership and Voting by FCAC’s Officers and Directors

 

82

Redemption Rights

 

82

Appraisal Rights

 

83

Potential Purchases of Shares and/or Public Warrants

 

84

Costs of Solicitation

 

84

Other Business

 

84

Attendance

 

84

Assistance

 

84

THE BUSINESS COMBINATION PROPOSAL

 

85

Structure of the Business Combination

 

85

Consideration to Sharecare Stockholders

 

85

The Private Placement

 

87

Background of the Business Combination

 

88

FCAC’s Board of Directors’ Reasons for the Approval of the Business Combination

 

94

Regulatory Approvals

 

98

Satisfaction of 80% Test

 

99

Interests of FCAC’s Directors and Officers in the Business Combination

 

99

Certain Engagements in Connection with the Business Combination

 

101

Directors and Executive Officers of New Sharecare After the Business Combination

 

102

Stock Exchange Listing

 

103

Accounting Treatment

 

103

Vote Required for Approval

 

103

Recommendation of FCAC Board

 

104

THE MERGER AGREEMENT

 

105

Explanatory Note Regarding the Merger Agreement

 

105

Closing and Effective Time of the Merger

 

105

Treatment of Company Options and Company Warrants

 

106

Covenants and Agreements

 

106

Representations and Warranties

 

115

Conditions to Closing

 

118

Termination

 

120

Effect of Termination

 

121

Amendment

 

122

Specific Performance

 

122

ANCILLARY AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

123

Non-Redemption Agreements

 

123

Sponsor Agreement

 

123

Acquiror Support Agreement

 

123

Sharecare Support Agreement

 

123

Registration Rights Agreement

 

124

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Page

THE CHARTER PROPOSAL

 

125

Overview

 

125

Comparison of Current Charter to Proposed Charter

 

125

Reasons for the Approval of the Charter Proposal

 

125

Vote Required for Approval

 

125

Recommendation of FCAC Board

 

125

THE ADVISORY CHARTER PROPOSAL

 

126

Overview

 

126

Advisory Charter Proposal

 

126

Reasons for Approval of the Advisory Charter Proposal

 

126

Vote Required for Approval

 

126

Recommendation of FCAC Board

 

126

THE STOCK ISSUANCE PROPOSAL

 

127

Why FCAC Needs Stockholder Approval

 

127

Effect of the Proposal on Current Stockholders

 

127

Vote Required for Approval

 

127

Recommendation of the FCAC Board of Directors

 

128

THE INCENTIVE PLAN PROPOSAL

 

129

Overview

 

129

Summary of the Incentive Plan

 

129

Certain Federal Income Tax Consequences of the Incentive Plan

 

132

Registration with the SEC

 

134

Equity Compensation Plan Information

 

134

Vote Required for Approval

 

134

Recommendation of the FCAC Board

 

134

THE ADJOURNMENT PROPOSAL

 

135

Overview

 

135

Consequences if the Adjournment Proposal is Not Approved

 

135

Vote Required for Approval

 

135

Recommendation of the Board of Directors

 

135

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

136

Description of the Business Combination

 

137

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

142

Basis of Presentation

 

142

Accounting Policies

 

142

Sharecare’s doc.ai Acquisition

 

143

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

 

147

Loss per Share

 

149

OTHER INFORMATION RELATED TO FCAC

 

150

Introduction

 

150

Initial Public Offering

 

150

Fair Market Value of Sharecare’s Business

 

151

Stockholder Approval of Business Combination

 

151

Voting Restrictions in Connection with Stockholder Meeting

 

151

Liquidation if No Business Combination

 

151

Properties

 

154

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Page

Employees

 

154

Directors and Executive Officers

 

154

Executive Compensation and Director Compensation

 

156

Number and Terms of Office of Officers and Directors

 

156

Director Independence

 

157

Legal Proceedings

 

157

Periodic Reporting and Audited Financial Statements

 

157

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FCAC

 

158

Overview

 

158

Agreements for Business Combination

 

158

Results of Operations

 

158

Liquidity and Capital Resources

 

159

Off-Balance Sheet Financing Arrangements

 

159

Contractual Obligations

 

159

Critical Accounting Policies and Estimates

 

160

Recent Accounting Pronouncements

 

161

BUSINESS OF NEW SHARECARE

 

162

Overview

 

162

Industry Challenges and Our Opportunity

 

163

Competitive Strengths

 

164

Growth Strategies

 

166

Our Channels

 

167

Our Platform

 

169

Sales and Marketing

 

175

Our Technology

 

177

Competition

 

178

Employees and Human Capital Management

 

179

Intellectual Property

 

181

Legal Proceedings

 

183

International Operations

 

184

Properties

 

184

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SHARECARE

 

185

Overview

 

185

Recent Developments Affecting Comparability

 

186

Key Factors and Trends Affecting our Operating Performance

 

186

Non-GAAP Financial Measures

 

187

Components of Our Results of Operations

 

188

Results of Operations

 

190

Comparison of the Years Ended December 31, 2020 and 2019

 

190

Comparison of Years Ended December 31, 2019 and 2018

 

192

Liquidity and Capital Resources

 

193

Contractual Obligations

 

195

Financing Arrangements

 

195

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Page

Off-Balance Sheet Arrangements

 

196

Critical Accounting Policies and Estimates

 

196

New Accounting Pronouncements

 

198

Emerging Growth Company Accounting Election

 

198

Quantitative and Qualitative Disclosures about Market Risk

 

199

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DOC.AI

 

200

Overview

 

200

Sources of Revenues

 

200

Comparison of Results of Operations for the Years Ended December 31, 2020 and December 31,
2019

 

201

Liquidity and Capital Resources

 

202

OWNERSHIP SUMMARY

 

203

DESCRIPTION OF NEW SHARECARE SECURITIES

 

204

Authorized and Outstanding Capital Stock

 

204

New Sharecare Common Stock

 

204

Preferred Stock

 

205

Options

 

206

Warrants

 

207

Exclusive Forum

 

208

Election of Directors

 

208

Anti-Takeover Effects of Provisions of the Proposed Charter, the Proposed Bylaws and Applicable Law

 

208

Limitations on Liability and Indemnification of Officers and Directors

 

211

Corporate Opportunities

 

211

Dissenters’ Rights of Appraisal and Payment

 

211

Stockholders’ Derivative Actions

 

211

Transfer Agent and Registrar

 

211

Listing of Common Stock

 

211

SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

 

212

Rule 144

 

212

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

 

212

COMPARISON OF STOCKHOLDER RIGHTS

 

213

General

 

213

Comparison of Stockholders’ Rights

 

213

BENEFICIAL OWNERSHIP OF SECURITIES

 

221

NEW SHARECARE MANAGEMENT AFTER THE BUSINESS COMBINATION

 

224

Classified Board of Directors

 

227

Committees of the Board of Directors

 

228

Code of Ethics

 

231

Communications with the Board of Directors

 

231

EXECUTIVE COMPENSATION

 

232

FCAC

 

232

Sharecare

 

232

Summary Compensation Table

 

233

Narrative Disclosure to Summary Compensation Table

 

234

Outstanding Equity Awards at Fiscal 2020 Year End

 

237

Director Compensation

 

238

Sharecare Executive Officer and Director Compensation Following the Business Combination

 

238

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about FCAC from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:

Falcon Capital Acquisition Corp.
660 Madison Avenue, 12th Floor
New York, NY 10065
Telephone: (212) 812-7702
Attention: Saif Rahman, Chief Financial Officer

or

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(banks and brokers can call collect at (203) 658-9400)

Email:              

To obtain timely delivery, FCAC stockholders must request the materials no later than five business days prior to the Special Meeting.

You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 253.

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CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “FCAC” refer to Falcon Capital Acquisition Corp., and the terms “New Sharecare,” “combined company” and “post-combination company” refer to Sharecare, Inc. and its subsidiaries following the consummation of the Business Combination.

In this document:

Aggregate Cash Election Amount” means (a) the sum of the aggregate number of Dissenting Shares and the aggregate number of Cash Electing Shares, multiplied by (b) the Per Share Merger Consideration Value.

Aggregate Equity” means, with respect to any particular Sharecare stockholder, Sharecare common stock, Sharecare Series D Preferred Stock, Sharecare options, if any, and Sharecare warrants, if any, held by such Sharecare stockholder.

Balance Sheet Threshold” means the $401.0 million in cash to first be retained on the balance sheet of New Sharecare, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, before the Cash Consideration that will be payable to Sharecare stockholders.

Business Combination” means the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Sharecare, pursuant to which (a) Sharecare survives the merger as a wholly-owned subsidiary of New Sharecare and (b) the Sharecare stockholders and holders of Sharecare options and warrants exchange their Sharecare capital stock and Sharecare options and warrants for equity interests in New Sharecare, as further described herein.

Cash Consideration” means an amount of cash equal to the lesser of (a)(i) the funds remaining in the Trust Account following the redemption (if any) of shares of FCAC Class A common stock and payment of the transaction expenses and indebtedness, plus (ii) the funds received following the consummation of the transactions contemplated by the Subscription Agreements, plus (iii) the amount of cash and cash equivalents (including bank account balances and marketable securities) of Sharecare (less the amount of proceeds of the Strategic Financing (as defined herein)), determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, minus (iv) the Transaction Bonuses minus (v) $401.0 million, and (b) solely to the extent reasonably necessary, based on the written advice of the Company’s nationally recognized tax counsel, to qualify either (i) the Business Combination as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 or (ii) the Business Combination and the contributions by the equity investors of cash to FCAC in exchange for FCAC common stock through the Equity Financing pursuant to, and in accordance with the terms of the Merger Agreement and the Subscription Agreements, together as an integrated transaction described under Section 351 of the Internal Revenue Code of 1986, such amount designated by Sharecare to FCAC not less than three days prior to the Closing; provided that under no circumstances shall the Cash Consideration be less than $0.

Cash Consideration Excess” means the Cash Consideration minus the Aggregate Cash Election Amount; provided that under no circumstances shall the Cash Consideration Excess be less than $0.

Cash Electing Share” means each share with respect to which a Sharecare stockholder is deemed to have made a proper election to receive cash, which shall be equal to (i) if a Sharecare stockholder owns a number of shares of Sharecare common stock that represents 7.75% or more of such holder’s Aggregate Equity, 7.75% of such holder’s Aggregate Equity and (ii) if a Sharecare stockholder owns a number of shares of Sharecare common stock that represents less than 7.75% of such holder’s Aggregate Equity, all of such holder’s shares of Sharecare common stock.

Cash Fraction” means a fraction, the numerator of which shall be the Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount. “Closing” means the closing of the Business Combination.

Certificate of Designations” means a certificate of designations for the New Sharecare Series A Preferred Stock (a copy of which is attached as Annex B-1 to this proxy statement/prospectus).

Closing Date” means the closing date of the Business Combination.

Closing Share Price” means $10.00 per share.

Code” means the Internal Revenue Code of 1986, as amended.

Current Charter” means FCAC’s third amended and restated certificate of incorporation.

DGCL” means the General Corporation Law of the State of Delaware.

Dissenting Shares” means shares of Sharecare common stock outstanding immediately prior to the effective time and owned by a holder who is entitled to demand and has properly demanded appraisal of such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL.

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DTC” means The Depository Trust Company.

doc.ai” means doc.ai Incorporated, a Delaware corporation.

doc.ai acquisition” means the acquisition of doc.ai by the Company in pursuant to the terms of the doc.ai Acquisition Agreement.

doc.ai Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of January 25, 2021, by and among doc.ai, the Company and certain other parties thereto.

Earnout Ratio” means (a) $1,500,000, divided by (b) the sum of the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis).

Equity Financing” means aggregate amount of cash actually invested in (or contributed to) FCAC by the third party equity investors pursuant to any Subscription Agreements.

Equity Value” means the sum of (a) $3.6 billion less (b) the amount by which the Payoff Indebtedness outstanding immediately prior to Closing exceeds $65.0 million plus (c) the amount by which (i) the outstanding liabilities and obligations of FCAC with respect to the Business Combination (including with respect to transaction expenses of FCAC) at the Closing (but prior to repayment thereof at the Closing) exceeds (ii) $44.0 million plus (d) if consummated prior to the Closing, the amount of Strategic Financing plus (e) if Sharecare consummates the doc.ai acquisition prior to the Closing, $192.5 million less (f) $25.0 million. For the avoidance of doubt, the amount described in sub-clause (c) of this definition of Equity Value shall not be less than $0.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Exchange Ratio” means the ratio determined by dividing (a) the Per Share Merger Consideration Value, by (b) the Closing Share Price.

FASB” means the Financial Accounting Standards Board.

FCAC” means Falcon Capital Acquisition Corporation, a Delaware corporation (which, after the Closing will change its name to Sharecare, Inc.).

FCAC Board” means the board of directors of FCAC.

FCAC Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of FCAC.

FCAC Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of FCAC.

FCAC Shares” means, collectively, the FCAC Class A common stock and FCAC Class B common stock.

GAAP” means United States generally accepted accounting principles.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Initial Stockholders” means the Sponsor and FCAC’s independent directors.

Investment Company Act” means the Investment Company Act of 1940, as amended.

IPO” means FCAC’s initial public offering, consummated on September 21, 2020, through the sale of 34,500,000 units at $10.00 per unit.

JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

Merger Agreement” means that Agreement and Plan of Merger, dated February 12, 2021, by and among FCAC, Merger Sub, Sharecare, and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders, the Stockholder Representative.

Merger Sub” means FCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of FCAC.

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Minimum Proceeds Condition” means the minimum aggregate cash amount that FCAC must have available at Closing from the Trust Account, equal to $400.0 million (after giving effect to redemptions of public shares, if any), PIPE Investors and the Strategic Financing.

Morrow” means Morrow Sodali, proxy solicitor to FCAC.

Nasdaq” means The Nasdaq Stock Market LLC.

New Sharecare” means Sharecare, Inc., a Delaware corporation (which, prior to consummation of the Business Combination, was known as Falcon Capital Acquisition Corp. (“FCAC” herein)).

New Sharecare Board” means the board of directors of New Sharecare.

New Sharecare common stock” means the shares of common stock, par value $0.0001 per share, of New Sharecare, which are entitled to one vote per share.

New Sharecare management” means the management of New Sharecare following the consummation of the Business Combination.

New Sharecare Series A Preferred Stock” means the shares of Series A convertible preferred stock, par value $0.0001 per share, of New Sharecare to be issued at Closing upon conversion of the Sharecare Series D Preferred Stock issued in the Strategic Financing (including any additional shares of Sharecare Series D Preferred Stock issuable pursuant to certain anti-dilution rights of the holders of the Sharecare Series D Preferred Stock).

Non-Redemption Agreements” means certain non-redemption agreements with certain holders of FCAC Class A common stock, pursuant to which such holders agree not to exercise their redemption rights in connection with the Business Combination.

Payoff Indebtedness” means the certain indebtedness identified in the confidential disclosure letter delivered by Sharecare to FCAC concurrently with the execution of the Merger Agreement.

Per Share Merger Consideration” means with respect to any share of Sharecare common stock issued and outstanding immediately prior to the effective time, a number of shares of New Sharecare common stock equal to the Exchange Ratio.

Per Share Merger Consideration Value” means (a) the Equity Value divided by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock (other than the Series D Preferred Stock), including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, (ii) the total number of shares of Sharecare Series D Preferred Stock issued and outstanding as of immediately prior to the effective time and (iii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis.

PIPE Investors” means certain investors who are party to the Subscription Agreements.

Private Placement” means the issuance of an aggregate of 42,585,000 shares of FCAC Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

Private Placement Warrants” means the 5,933,334 warrants issued to our Sponsor concurrently with our IPO, each of which is exercisable for one share of FCAC Class A common stock.

Proposed Bylaws” means the proposed amended and restated bylaws to be adopted by FCAC immediately prior to the Closing (and which at and after the Closing will operate as the bylaws of New Sharecare), a copy of which is attached as Annex C to this proxy statement/prospectus.

Proposed Charter” means the proposed fourth amended and restated certificate of incorporation, which includes a certificate of designations for the New Sharecare Series A Preferred Stock (a copy of which is attached as Annex B-1 to this proxy statement/prospectus), to be adopted by FCAC pursuant to the Charter Proposal immediately prior to the Closing (and which at and after the Closing will operate as the fourth amended and restated certificate of incorporation of New Sharecare), a copy of which is attached as Annex B to this proxy statement/prospectus.

public shares” means shares of FCAC Class A common stock included in the units issued in the IPO.

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Public stockholders” means holders of public shares.

Public Warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of FCAC Class A common stock, in accordance with its terms.

Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into in connection with the Closing, by and among Sharecare, FCAC, the Strategic Investor, certain Sharecare stockholders and certain FCAC stockholders.

Sharecare” means Sharecare, Inc., a Delaware corporation.

Sharecare capital stock” means the Sharecare common stock and each other class or series of capital stock of Sharecare (including preferred stock).

Sharecare common stock” means the common stock, par value $0.001 per share, of Sharecare.

Sharecare option” means each option to purchase shares of Sharecare common stock.

Sharecare Series D Preferred Stock” means the Series D redeemable convertible preferred stock, par value $0.001 per share, to be issued by Sharecare in the Strategic Financing (including any additional shares of Sharecare Series D Preferred Stock issued pursuant to applicable anti-dilution rights of the holders of the Sharecare Series D Preferred Stock). For a discussion of the Sharecare Series D Preferred Stock anti-dilution rights, see the section of this proxy statement/prospectus titled “The Business Combination Proposal — The Private Placement and Strategic Financing.”

Sharecare stockholder” means each holder of Sharecare capital stock.

Sharecare warrant” means each warrant to purchase shares of Sharecare capital stock.

Specified Warrantholder” means a holder of Sharecare warrants that has executed a Sharecare Support Agreement.

Sponsor” means Falcon Equity Investors LLC, a Delaware limited liability company.

Sponsor Shares” means the aggregate of 8,625,000 shares of FCAC Class B common stock held by the Sponsor.

Stock Electing Shares” means each share of Sharecare common stock that is not a Cash Electing Share.

Stockholder Representative” means Colin Daniel, solely in his capacity as representative of the Sharecare stockholders.

Subscription Agreements” means the subscription agreements, each dated as of February 12, 2021, between FCAC and the PIPE Investors, pursuant to which FCAC has agreed to issue an aggregate of 42,585,000 shares of FCAC Class A common stock to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share.

Surviving Company” means the surviving corporation, New Sharecare, resulting from the merger of the Merger Sub with and into Sharecare.

Termination Date” means August 31, 2021.

Transaction Bonuses” means the transaction bonuses payable to certain members of New Sharecare management upon completion of the Business Combination, which in the aggregate shall not exceed $10 million.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the Trust Account of FCAC that holds the proceeds from FCAC’s IPO and the private placement of the Private Placement Warrants.

Trust Agreement” means that certain Investment Management Trust Agreement, dated as of September 21, 2020, between FCAC and the Trustee.

Trustee” means Continental Stock Transfer & Trust Company.

Units” means the units of FCAC, each consisting of one share of FCAC Class A common stock and 1/3rd of one public warrant of FCAC.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of FCAC and Sharecare. These statements are based on the beliefs and assumptions of the management of FCAC and Sharecare. Although FCAC and Sharecare believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither FCAC nor Sharecare can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “possible,” “continue,” “might,” “potential” or “intends” or similar expressions. Certain forward-looking statements are based on projections prepared by, and which are the responsibility of, Sharecare’s management. Ernst & Young, Sharecare’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The Ernst & Young report included in this proxy statement/prospectus relates to historical financial information of Sharecare. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, to:

•        meet the Closing conditions to the Business Combination, including approval by stockholders of FCAC and the availability of at least $400.0 million of cash in FCAC’s Trust Account (after giving effect to redemptions of public shares, if any), the proceeds received from PIPE Investors and the proceeds received from the Strategic Financing;

•        realize the benefits expected from the Business Combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to obtain and/or maintain the listing of New Sharecare’s common stock on Nasdaq following the Business Combination;

•        New Sharecare’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•        statements relating to the business, operations and financial performance of Sharecare prior to the Business Combination, and New Sharecare after the Business Combination, including:

•        expectations with respect to financial and business performance of Sharecare or New Sharecare, including financial projections and business metrics and any underlying assumptions thereunder;

•        future business plans and growth opportunities, including revenue opportunity available from new or existing clients and expectations regarding the enhancement of platform capabilities and addition of new solution offerings;

•        developments and projections relating to New Sharecare’s competitors and the digital healthcare industry;

•        the impact of the COVID-19 pandemic on Sharecare’s business and the actions New Sharecare may take in response thereto;

•        expectations regarding future acquisitions, partnerships or other relationships with third parties

•        New Sharecare’s future capital requirements and sources and uses of cash, including New Sharecare’s ability to obtain additional capital in the future; and

•        other factors detailed under the section entitled “Risk Factors.”

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These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks and occurrence of events described under the heading “Risk Factors” and other sections of this proxy statement/prospectus are not exhaustive and could adversely affect the business, financial condition or results of operations of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can FCAC or Sharecare assess the impact of all such risk factors on the business of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to FCAC or Sharecare or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. FCAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:     Why am I receiving this proxy statement/prospectus?

A:     FCAC is proposing to consummate the Business Combination with Sharecare. FCAC, Merger Sub, Sharecare and the Stockholder Representative, solely in his capacity as the representative of the Sharecare stockholders, have entered into the Merger Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as Annex A. FCAC urges its stockholders to read the Merger Agreement in its entirety.

The Merger Agreement must be adopted by the FCAC stockholders in accordance with the DGCL and FCAC’s Current Charter. FCAC is holding a Special Meeting to obtain that approval. FCAC stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination.

THE VOTE OF FCAC STOCKHOLDERS IS IMPORTANT. FCAC STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:     Why is FCAC proposing the Business Combination?

A:     FCAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

Based on its due diligence investigations of Sharecare and the industry in which it operates, including the financial and other information provided by Sharecare in the course of FCAC’s due diligence investigations, the FCAC Board believes that the Business Combination with Sharecare is in the best interests of FCAC and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although the FCAC Board believes that the Business Combination with Sharecare presents a unique business combination opportunity and is in the best interests of FCAC and its stockholders, the FCAC Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” for a discussion of the factors considered by the FCAC Board in making its decision.

Q:     When and where will the Special Meeting take place?

A:     The FCAC Special Meeting will be held on              , 2021, at               New York City time, at              .

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the FCAC Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The FCAC Board believes that this is the right choice for FCAC and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of FCAC’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . To participate in the virtual meeting, you will need a 12-digit control

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number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at              , New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:     What matters will be considered at the Special Meeting?

A:     The FCAC stockholders will be asked to consider and vote on the following proposals:

•        a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal”);

•        a proposal to approve, assuming the Business Combination Proposal is approved, the Proposed Charter (the “Charter Proposal”);

•        a proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, a certain material difference between the Current Charter and the Proposed Charter (the “Advisory Charter Proposal”);

•        a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (i) shares of New Sharecare common stock and New Sharecare Series A Preferred Stock pursuant to the terms of the Merger Agreement and (ii) shares of FCAC Class A common stock to the PIPE Investors in connection with the Private Placement (the “Stock Issuance Proposal”);

•        a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved, the Sharecare 2021 Omnibus Incentive Plan (the “Incentive Plan Proposal”); and

•        a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

Q:     Is my vote important?

A:     Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by the FCAC stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary vote outlined below. Only FCAC stockholders as of the close of business on              , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The FCAC Board unanimously recommends that such FCAC stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal.

Q:     If my shares are held in street name by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:     No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

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Q:     What FCAC stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A:     The Business Combination Proposal.    Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Business Combination Proposal. Our Initial Stockholders have agreed to vote their shares in favor of the Business Combination. The shares of FCAC Common Stock held by our Sponsor and the other Initial Stockholders that are obligated to vote in favor of the Business Combination, represents approximately 20% of the voting power of FCAC. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 31% of the outstanding shares in order to approve the Business Combination. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding FCAC Shares as of the record date are present, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 25% of the outstanding FCAC Shares, or approximately 6% of the FCAC Class A common stock outstanding.

The Charter Proposal.    Approval of the Charter Proposal requires the affirmative vote of at least a majority of the outstanding FCAC Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the Charter Proposal.

The Advisory Charter Proposal.    Approval of the Advisory Charter Proposal, which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Advisory Charter Proposal.

The Stock Issuance Proposal.    Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Stock Issuance Proposal.

The Incentive Plan Proposal.    Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Incentive Plan Proposal.

The Adjournment Proposal.    Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

Q:     What will Sharecare’s equity holders receive in connection with the Business Combination?

A:     The aggregate value of the consideration paid in respect of Sharecare is approximately $3.79 billion. Sharecare stockholders (other than holders of the Sharecare Series D Preferred Stock) will have the right to receive a portion of the Cash Consideration (to the extent available) and shares of common stock of New Sharecare. A Sharecare stockholder will be automatically deemed to have made a proper election to receive cash with respect to its Cash Electing Shares, and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value. If the Aggregate Cash Election Amount exceeds the Cash Consideration, then each Cash Electing Share will convert into the right to receive (x) an amount in cash equal to the product of (1) the Per Share Merger Consideration Value and (2) the Cash Fraction and (y) a number of validly issued, fully paid shares of New Sharecare common stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction. Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time of the Business Combination (the “effective time”) shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any Stock Electing Shares, and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration (as defined herein) for each Stock Electing Share. The Cash Consideration will be equal to the lesser of (i) (A) the proceeds available

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from the Trust Account established in connection with FCAC’s IPO, after giving effect to any and all redemptions of public shares and the payment of transaction expenses and indebtedness, plus (B) the funds received by FCAC in the Private Placement, plus (C) the amount of cash and cash equivalents of Sharecare (less the amount of proceeds of the Strategic Financing) determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day prior to the Closing Date, minus (D) the Transaction Bonuses, minus (E) $401.0 million; and (ii) solely to the extent reasonably necessary, based on the written advice of the Company’s nationally recognized tax counsel, to qualify either (A) the Business Combination as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 or (B) the Business Combination and the contributions by the equity investors of cash to FCAC in exchange for FCAC common stock through the Equity Financing pursuant to, and in accordance with the terms of the Merger Agreement and the Subscription Agreements, together as an integrated transaction described under Section 351 of the Internal Revenue Code of 1986, such amount designated by Sharecare to FCAC not less than three days prior to the Closing (provided that under no circumstances shall the Cash Consideration be less than $0). The Cash Consideration will not be payable to Sharecare stockholders if, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, the Balance Sheet Threshold is not met. Although Sharecare currently has sufficient liquidity to fund its future operations, the Balance Sheet Threshold was mutually agreed upon between FCAC and Sharecare based upon, among other things, considerations such as the amount of cash liquidity reasonably necessary to fund growth initiatives, support marketing efforts, provide additional working capital and for other general corporate purposes. If the Balance Sheet Threshold is not satisfied, all consideration to Sharecare stockholders (other than holders of Sharecare Series D Preferred Stock) will be in the form of shares of common stock of New Sharecare. If the Cash Consideration exceeds the aggregate amount of cash which the Sharecare stockholders elect to receive, the amount of such excess shall remain at Sharecare. Holders of Sharecare Series D Preferred Stock will receive stock consideration in the form of New Sharecare Series A Preferred Stock (but will not be entitled to any Cash Consideration). For more detailed information on the cash and stock allocations see “Cash Consideration” on page 23 and “Stock Consideration” on page 24. It is estimated that Cash Consideration will be approximately $275 million if there are no redemptions and that there will be no Cash Consideration if more than 30.1 million public shares are redeemed by FCAC stockholders. See “Sources and Uses of Funds for the Business Combination” on page 33 for more information.

At the effective time, each Sharecare option that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a closing New Sharecare option to acquire shares of New Sharecare common stock with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time provided that the number of shares of underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of contingent options to acquire shares of New Sharecare common stock equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio, which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

Each contingent option will have the same per share exercise price as each closing New Sharecare option and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate

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on the following day and the holder thereof will have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

Subject to certain exceptions, at the effective time, each Sharecare warrant that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

Set forth below is an illustrative example of the consideration to be received by a Sharecare stockholder based on an aggregate 5,663,933 shares of Sharecare common stock outstanding as of May 11, 2021, on a fully-diluted basis.

Current Sharecare Holdings

 

Consideration Received in Business Combination

No Redemptions

 

Max Redemptions

Sharecare security

 

Number of shares

 

Strike
Price

 

Cash

 

Shares

 

Strike

 

Cash

 

Shares

 

Strike

Common Stock

 

10,000

 

 

 

$

1,102,748

 

656,901

(1)(2)

 

 

 

 

767,176

(1)(2)

 

 

Options

 

5,000

 

$

600.00

 

 

 

355,725

(3)

 

$

8.43

 

 

355,725

(3)

 

$

8.43

Warrants

 

5,000

 

$

600.00

 

 

 

 

 

 

 

 

 

 

 

____________

(1)      Includes warrants converting into shares of New Sharecare common stock at the Closing.

(2)      If more than 30.1 million public shares are redeemed by FCAC stockholders, then there will be no Cash Consideration. Given that the maximum redemption scenario contemplates the redemption of approximately 30.3 million public shares, representing a difference of 200,000 public shares that are subject to redemption, a third scenario presenting the redemption of 30.1 million public shares has not been separately presented.

(3)      Excludes contingent options.

Q:     What equity stake and voting power will current FCAC stockholders and Sharecare stockholders hold in New Sharecare immediately after the consummation of the Business Combination?

A:     It is anticipated that, upon completion of the Business Combination, the ownership interests and voting power in New Sharecare will be as set forth in the table below:

 

Assuming No Redemptions
of Public Shares

 

Assuming Maximum Redemptions
of Public Shares

   

Shares

 

Voting %

 

Shares(1)

 

Voting %(1)

Sharecare stockholders(2)

 

264,168,934

 

76.16

%

 

292,487,331

 

84.80%

 

FCAC Public stockholders

 

34,500,000

 

9.95

 

 

4,197,245

 

1.22

 

PIPE Investors

 

42,585,000

 

12.28

 

 

42,585,000

 

12.35

 

Initial Stockholders(3)

 

5,627,250

 

1.62

 

 

5,627,250

 

1.63

 

Total

 

346,881,184

 

100.00

%

 

344,896,826

 

100.00

%

____________

(1)      Assumes that holders of 30,302,755 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $345,042,590.04 held in trust as of April 1, 2021 and a redemption price of $10.00 per share).

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(2)      Includes the up to 5,000,000 shares of New Sharecare Series A Preferred Stock issued at Closing upon conversion of the Sharecare Series D Preferred Stock, which will be entitled to vote on an as converted basis. Assumes that the aggregate cash consideration is $275.0 million in the no redemption scenario and that there will be no Cash Consideration in the maximum redemption scenario, based on estimated cash on hand at closing.

(3)      Excludes the 1,713,000 Sponsor Earnout Shares over which Sponsor exercises voting authority under the terms of the Earnout Escrow Agreement.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     A total of $345.0 million, including approximately $12.1 million of underwriters’ deferred discount and approximately $8.9 million of the proceeds of the sale of the Private Placement Warrants, was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of April 1, 2021, there were investments and cash held in the Trust Account of $345,042,590.04. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by September 24, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes and for working capital purposes (subject to an aggregate limit of $1,000,000).

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     FCAC stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. However, we entered into Non-Redemption Agreements with certain holders of FCAC Class A common stock, pursuant to which such holders agreed not to redeem certain shares of FCAC’s Class A common stock. The aggregate number of shares of FCAC’s Class A common stock subject to such Non-Redemption Agreements is 4,197,245, which translates into approximately $42.0 million of otherwise exercisable redemption rights. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Proceeds Condition (though this condition may be waived by Sharecare). FCAC intends to notify FCAC stockholders by press release promptly after it becomes aware that Sharecare has waived this condition. Assuming funding by the PIPE Investors and of the Strategic Financing, the redemptions of public shares will have no effect on the Minimum Proceeds Condition. In addition, with fewer public shares and public stockholders, the trading market for New Sharecare common stock may be less liquid than the market for FCAC’s Class A common stock was prior to consummation of the Business Combination and New Sharecare may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Sharecare’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which FCAC’s public stockholders exercise the maximum allowed redemption rights.

Q:     What amendments will be made to the Current Charter?

A:     We are asking FCAC stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the FCAC Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of FCAC’s name to “Sharecare, Inc.”; (ii) the increase of the total number of authorized shares of capital stock, par value of $0.0001 per share, from 401,000,000 shares to 615,000,000 shares, consisting of 600,000,000 shares of common stock, par value $0.0001 per share, and 15,000,000 shares of preferred stock, par value $0.0001 per share, including 5,000,000 shares of New Sharecare Series A Preferred Stock; and (iii) the elimination of certain provisions specific to FCAC’s status as a blank check company.

Pursuant to Delaware law and the Current Charter, FCAC is required to submit the Charter Proposal to FCAC’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.

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Q:     What material negative factors did the FCAC Board consider in connection with the Business Combination?

A:     Although the FCAC Board believes that the acquisition of Sharecare will provide FCAC’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the FCAC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that FCAC stockholders would not approve the Business Combination and the risk that significant numbers of FCAC stockholders would exercise their redemption rights. In addition, during the course of FCAC management’s evaluation of Sharecare’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both FCAC management and the FCAC Board considered were (i) the concentration of Sharecare’s client base; (ii) Sharecare’s historical growth rates and its ability to significantly accelerate its growth rate; (iii) the competitive industry in which Sharecare operates; and (iv) Sharecare’s ability to adapt to changing market conditions, including due to COVID-19. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” as well as in the section entitled “Risk Factors — Risk Factors Relating to FCAC and the Business Combination.”

Q:     Do I have redemption rights?

A:     If you are a public stockholder, you have the right to request that FCAC redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”

If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our Initial Stockholders and our directors at the time of our IPO entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination. In addition, we entered into Non-Redemption Agreements with certain holders of FCAC’s Class A common stock, pursuant to which such holders agreed not to redeem certain shares of FCAC’s Class A common stock. The aggregate number of shares of FCAC’s Class A common stock subject to such Non-Redemption Agreements is 4,197,245, which translates into approximately $42.0 million of otherwise exercisable redemption rights.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

(i)     (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and Public Warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to              , New York City time, on              , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company that FCAC redeem your public shares for cash and (b) deliver your public shares to Continental Stock Transfer & Trust Company, physically or electronically through The Depository Trust Company.

The address of Continental Stock Transfer & Trust Company is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

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Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of April 1, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental Stock Transfer & Trust Company at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is              , 2021 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FCAC instruct Continental Stock Transfer & Trust Company to return the shares to you (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust Company at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by FCAC’s Chief Financial Officer prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company prior to              , New York City time, on              , 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any FCAC warrants that you may hold.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your units to be separated and delivered to the Transfer Agent prior to              , New York City time, on              , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result,

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recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of New Sharecare warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     How does the FCAC Board recommend that I vote?

A:     The FCAC Board recommends that the FCAC stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Adjournment Proposal. For more information regarding how the FCAC Board recommends that FCAC stockholders vote, see the section entitled “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” beginning on page 94.

Q:     How do our Sponsor and the other Initial Stockholders intend to vote their shares?

A:     In connection with our IPO, our Initial Stockholders and our directors at the time of our IPO entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. In addition, certain other beneficial owners of FCAC’s common stock have entered into support agreements with Sharecare, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). These stockholders, together with our Initial Stockholders, collectively own approximately 20% of our issued and outstanding shares of common stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of shares representing as little as 25% of the outstanding FCAC Shares, or approximately 6% of the FCAC Class A common stock outstanding.

Q:     May our Sponsor and the other Initial Stockholders purchase public shares or warrants prior to the Special Meeting?

A:     At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FCAC or its securities, the Initial Stockholders, Sharecare and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FCAC satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Initial Stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

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If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q:     Who is entitled to vote at the Special Meeting?

A:     The FCAC Board has fixed              , 2021 as the record date for the Special Meeting. All holders of record of FCAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” on page 18 for instructions on how to vote your FCAC Shares without attending the Special Meeting.

Q:     How many votes do I have?

A:     Each FCAC Stockholder of record is entitled to one vote for each FCAC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were               outstanding FCAC Shares.

Q:     What constitutes a quorum for the Special Meeting?

A:     A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FCAC Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:     What is Sharecare?

A:     Sharecare, Inc. is a leading digital healthcare company that helps members consolidate and manage various components of their health in one place, regardless of where they are on their health journey.

Q:     What will happen to my FCAC Shares as a result of the Business Combination?

A:     If the Business Combination is completed, (i) each share of FCAC’s Class A common stock will remain outstanding and automatically become a share of New Sharecare common stock and (ii) each share of FCAC’s Class B common stock will be converted into one share of New Sharecare common stock. See the section entitled “The Business Combination Proposal — Consideration to Sharecare Stockholders and FCAC Stockholders” beginning on page 85.

Q:     Where will the New Sharecare common stock that FCAC stockholders receive in the Business Combination be publicly traded?

A:     Assuming the Business Combination is completed, the shares of New Sharecare common stock (including the New Sharecare common stock issued in connection with the Business Combination) will be listed and traded on Nasdaq under the ticker symbol “SHCR” and the Public Warrants will be listed and traded on Nasdaq under the ticker symbol “SHCRW”.

Q:     What happens if the Business Combination is not completed?

A:     If the Merger Agreement is not adopted by FCAC stockholders or if the Business Combination is not completed for any other reason by August 31, 2021, then we will seek to consummate an alternative initial business combination prior to September 24, 2022. If we do not consummate an initial business combination by

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September 24, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:     How can I attend and vote my shares at the Special Meeting?

A:     FCAC Shares held directly in your name as the stockholder of record of such FCAC Shares as of the close of business on              , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit              , and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

Q:     How can I vote my shares without attending the Special Meeting?

A:     If you are a stockholder of record of FCAC Shares as of the close of business on              , 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q:     What is a proxy?

A:     A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of FCAC Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of FCAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Alan G. Mnuchin and Saif Rahman.

Q:     What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:     If your FCAC Shares are registered directly in your name with Continental Stock Transfer & Trust Company you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record).    For FCAC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FCAC Shares are voted.

Shares in street name.    For FCAC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:     If a FCAC Stockholder gives a proxy, how will the FCAC Shares covered by the proxy be voted?

A:     If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FCAC Shares in the way that you indicate when providing your proxy in respect of the

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FCAC Shares you hold. When completing the proxy card, you may specify whether your FCAC Shares should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:     How will my FCAC Shares be voted if I return a blank proxy?

A:     If you sign, date and return your proxy and do not indicate how you want your FCAC Shares to be voted, then your FCAC Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Adjournment Proposal.

Q:     Can I change my vote after I have submitted my proxy?

A:     Yes. If you are a stockholder of record of FCAC Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•        submit a new proxy card bearing a later date;

•        give written notice of your revocation to FCAC’s Chief Financial Officer, which notice must be received by FCAC’s Chief Financial Officer prior to the vote at the Special Meeting; or

•        vote electronically at the Special Meeting by visiting               and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     Where can I find the voting results of the Special Meeting?

A:     The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, FCAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q:     Are FCAC Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A:     No. FCAC stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of FCAC’s Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of FCAC’s Class A common stock, which will become an equal number of shares of New Sharecare common stock after giving effect to the Business Combination). Holders of FCAC’s Class A common stock may vote against the Business Combination Proposal or redeem their FCAC Shares if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of FCAC’s Class B Common Stock because they have agreed to vote in favor of the Business Combination.

Q:     Are there any risks that I should consider as a FCAC Stockholder in deciding how to vote or whether to exercise my redemption rights?

A:     Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 41. You also should read and carefully consider the risk factors of FCAC and Sharecare contained in the documents that are incorporated by reference herein.

Q:     What happens if I sell my FCAC Shares before the Special Meeting?

A:     The record date for FCAC stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your FCAC Shares before the record date, you will not be entitled to vote at the

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Special Meeting. If you transfer your FCAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Sharecare shares to the person to whom you transfer your shares.

Q:     What are the material U.S. federal income tax consequences of the Business Combination to me?

A:     Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     When is the Business Combination expected to be completed?

A:     Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing” beginning on page 118, including the adoption of the Merger Agreement by the FCAC stockholders at the Special Meeting, the Business Combination is expected to close in the second quarter of 2021. However, it is possible that factors outside the control of both FCAC and Sharecare could result in the Business Combination being completed at a later time, or not being completed at all.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     FCAC has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. FCAC has agreed to pay Morrow a fee of $30,000, plus disbursements. FCAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FCAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. FCAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What are the conditions to completion of the Business Combination?

A:     The Business Combination is subject to satisfaction or waiver of the Closing conditions, including: (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act (which condition was satisfied upon expiration of the waiting period on March 31, 2021 at 11:59 p.m.), (ii) FCAC shall not have redeemed shares of its Class A common stock in an amount that would cause FCAC to have less than $5,000,001 of net tangible assets, (iii) the required stockholder approval of stockholders of FCAC shall have been obtained for the Business Combination, (iv) the required stockholder approval of stockholders of Sharecare shall have been obtained for the Business Combination, and (v) the common stock of New Sharecare to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq (which condition may be waived by the parties). Unless waived (to the extent permitted), if any of these conditions are not satisfied, the Business Combination may not be consummated. See the section entitled “The Business Combination Proposal.”

Q:     What should I do now?

A:     You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your FCAC Shares will be voted in accordance with your instructions.

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Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FCAC Shares.

Q:     Whom do I call if I have questions about the Special Meeting or the Business Combination?

A:     If you have questions about the Special Meeting or the Business Combination, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact:

Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400

E-mail:              

You also may obtain additional information about FCAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to the Continental Stock Transfer & Trust Company, FCAC’s Transfer Agent, at the address below prior to              , New York City time, on              , 2021. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annex and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting.

Information About the Parties to the Business Combination

Falcon Capital Acquisition Corp.

660 Madison Avenue, 12th Floor

New York, NY 10065

(212) 812-7702

Falcon Capital Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

FCAC Merger Sub Inc.

660 Madison Avenue, 12th Floor

New York, NY 10065

(212) 812-7702

FCAC Merger Sub Inc. is a Delaware corporation and wholly-owned subsidiary of Falcon Capital Acquisition Corp., which was formed for the purpose of effecting a merger with Sharecare.

Sharecare, Inc.

255 East Paces Ferry Road NE, Suite 700

Atlanta, Georgia 30305

(404) 671-4000

Sharecare, Inc. is a leading digital healthcare company that helps members consolidate and manage various components of their health in one place, regardless of where they are on their health journey.

The Business Combination and the Merger Agreement

The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination.

If the Merger Agreement is adopted and the Business Combination is consummated, Merger Sub will merge with and into Sharecare, with the separate corporate existence of Merger Sub ceasing and Sharecare surviving the merger as a wholly-owned subsidiary of FCAC.

Structure of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into Sharecare, with the separate corporate existence of Merger Sub ceasing and Sharecare surviving the merger. Upon consummation of the foregoing transactions, Sharecare will be a wholly-owned subsidiary of New Sharecare (formerly FCAC). In addition, immediately prior to the consummation of the Business Combination, New Sharecare will amend and restate its charter to be the Proposed Charter, as described in the section of this proxy statement/prospectus titled “Description of New Sharecare Securities.

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The following diagrams illustrate in simplified terms the current structure of FCAC and Sharecare and the expected structure of New Sharecare (formerly FCAC) upon the Closing.

Merger Consideration

FCAC has agreed to pay approximately $3.79 billion in aggregate consideration, which includes up to $275.0 million in cash. As consideration, each Sharecare stockholders (other than holders of the Sharecare Series D Preferred Stock) will have the right to receive a portion of the Cash Consideration (to the extent available) and shares of common stock of New Sharecare. Holders of the Sharecare Series D Preferred Stock will receive shares of New Sharecare Series A Preferred Stock as consideration (but will not be entitled to any Cash Consideration).

Cash Consideration

Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time of the Business Combination (the “effective time”) will automatically be deemed to have made a proper election to receive cash for each Cash Electing Share, and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value. If the Aggregate Cash Election Amount exceeds the Cash Consideration, then each Cash Electing Share will convert into the right to receive (x) an amount in cash equal to the product of (1) the Per Share Merger Consideration Value and (2) the Cash Fraction and (y) a number of

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validly issued, fully paid shares of New Sharecare common stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction. The Cash Consideration will be equal to (A) the funds remaining in the Trust Account established in connection with FCAC’s IPO, following the redemption (if any) of public shares, the payment of transaction expenses and the payment of the Payoff Indebtedness, plus (B) the funds received by FCAC in the Equity Financing, plus (C) the amount of cash and cash equivalents of Sharecare determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, minus (D) the Transaction Bonuses, minus (E) $401.0 million. The Cash Consideration will not be payable to Sharecare stockholders if, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, the Balance Sheet Threshold is not met.

Stock Consideration

Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any Stock Electing Shares, and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration for each Stock Electing Share.

At the effective time, each share of Sharecare Series D Preferred Stock will be converted into the right to receive a number of New Sharecare Series A Preferred Stock equal to the Exchange Ratio.

At the effective time, each Sharecare option that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a closing New Sharecare option to acquire shares of New Sharecare common stock with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time provided that the number of shares of underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of contingent options to acquire shares of New Sharecare common stock equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio, which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

Each contingent option will have the same per share exercise price as each closing New Sharecare option, and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate on the following day and the holder thereof will have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

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Subject to certain exceptions, at the effective time, each warrant to purchase shares of Sharecare capital stock (each, a “Sharecare warrant”) that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

Escrow Consideration

At the Closing of the Business Combination and (i) immediately prior to the effective time, the Sponsor will, in accordance with the Sponsor Agreement (the “Sponsor Agreement”), deliver to an escrow agent, 1,713,000 shares of FCAC class B common stock which shares shall be allocated to the Sponsor (such shares, the “Sponsor Earnout Shares”), and (ii) immediately following the effective time, New Sharecare will deliver electronically to the earnout escrow agent, an amount of shares of New Sharecare common stock equal to the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time multiplied by the Earnout Ratio (the “stockholder earnout shares” and, together with the Sponsor Earnout Shares, the “earnout shares”), which shares shall be allocated on a pro rata basis among the Sharecare stockholders who have received shares of New Sharecare common stock in accordance with the Merger Agreement. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

The earnout shares shall be released and delivered such that (i) one-half of the earnout shares will be released and distributed if the volume-weighted average price of shares of New Sharecare common stock equals or exceeds $12.50 per share for 20 of any 30 consecutive trading days or New Sharecare consummates a transaction resulting in stockholders having the right to receive consideration equal to or exceeding $12.50 per share, and (ii) one-half of the earnout shares will be released and distributed if the volume-weighted average price of shares of New Sharecare common stock equals or exceeds $15.00 per share for 20 of any 30 consecutive trading days or New Sharecare consummates a transaction resulting in stockholders having the right to receive consideration equal to or exceeding $15.00 per share (the conditions described in clauses (i) and (ii), the “earnout conditions”). If such conditions have not been satisfied following the fifth anniversary of the Closing Date, any earnout shares remaining in the earnout escrow account shall be automatically released to New Sharecare for cancellation and neither the members of the stockholder earnout group nor the Sponsor shall have any right to receive such earnout shares or any benefit therefrom.

The Private Placement and Strategic Financing

FCAC entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, FCAC agreed to issue and sell in private placements an aggregate of 42,585,000 shares of FCAC Class A common stock to the PIPE Investors for $10.00 per share.

The Private Placement is expected to close immediately prior to the consummation of the Business Combination. In connection with the Closing, all of the issued and outstanding shares of FCAC Class A common stock, including the shares of FCAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Sharecare common stock.

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In conjunction with FCAC entering into Subscription Agreements with the PIPE Investors for the Private Placement, Sharecare agreed to sell to Anthem, Inc. or one of its affiliates (collectively, the “Strategic Investor”), in a private placement to be consummated prior to the closing of the Business Combination, 62,500 shares of Sharecare Series D Preferred Stock (subject to the potential issuance of additional shares of Sharecare Series D Preferred Stock to the Strategic Investor immediately prior to the Closing pursuant to certain anti-dilution rights) for an aggregate purchase price of $50,000,000 (the “Strategic Financing”).

The Strategic Financing was consummated on April 7, 2021. Upon consummation of the Business Combination, each share of Sharecare Series D Preferred Stock (including any additional shares of Sharecare Series D Preferred Stock, if any, issued pursuant to the Strategic Investor’s anti-dilution rights) will, unless converted into New Sharecare common stock at the election of the Strategic Investor, be automatically converted into New Sharecare Series A Preferred Stock. For more information about the New Sharecare Series A Preferred Stock, see the section of this proxy statement/prospectus titled “Description of New Sharecare Securities.”

Sharecare has also entered into a letter of intent with the Strategic Investor to enter into a collaboration agreement (the “Collaboration Agreement”) to co-develop a new multi-carrier member advocacy software solution (referred to as the “Advocacy Product”). See “The Business Combination Proposal — The Private Placement and Strategic Financing.”

Special Meeting of FCAC Stockholders and the Proposals

The Special Meeting will convene on              , 2021 at              , New York City time, in virtual format. Stockholders may attend, vote and examine the list of FCAC stockholders entitled to vote at the Special Meeting by visiting                and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Special Meeting is to consider and vote on the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal.

Approval of each of the condition precedent proposals is a condition to the obligation of FCAC to complete the Business Combination.

Only holders of record of issued and outstanding FCAC Shares as of the close of business on              , 2021, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. You may cast one vote for each share of FCAC Shares that you owned as of the close of business on that record date.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FCAC Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Business Combination Proposal.

Approval of the Charter Proposal requires the affirmative vote of at least a majority of the outstanding FCAC Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the Charter Proposal.

Approval of the Advisory Charter Proposal, which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Advisory Charter Proposal.

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Stock Issuance Proposal.

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Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Incentive Plan Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

Recommendation of FCAC’s Board of Directors

The FCAC Board has unanimously determined that the Business Combination is in the best interests of, and advisable to, the FCAC stockholders and recommends that the FCAC stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. The FCAC Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.

The FCAC Board recommends that you vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal.

For more information about the FCAC Board’s recommendation and the proposals, see the sections entitled “The Special Meeting — Vote Required and FCAC Board Recommendation” beginning on page 80 and “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” beginning on page 94.

The FCAC Board’s Reasons for Approval of the Business Combination

In considering the Business Combination, the FCAC Board considered the following positive factors, although not weighted or in any order of significance:

•        “Category of One” Company.    Sharecare’s