Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On February 12, 2021, Falcon Capital Acquisition Corp., a Delaware corporation
("FCAC" or the "Company"), entered into an agreement and plan of merger 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").
The merger was unanimously approved by FCAC's board of directors. If the Merger
Agreement is approved by FCAC's and Sharecare's stockholders, and the
transactions contemplated by 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 (the "Closing"), 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, holders of Sharecare's equity interests are expected
to receive $3.79 billion in aggregate consideration. At the effective time of
the Business Combination, Sharecare's stockholders will have the right to
receive consideration in the form of cash and shares of common stock of New
Sharecare, subject to proration under certain circumstances specified in the
Merger Agreement. In addition, under the Merger Agreement, at the effective time
of the Business Combination, (i) each option to purchase shares of the Sharecare
common stock granted under any Sharecare group stock plan 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 an option to purchase shares of New Sharecare, (ii) each holder of
Sharecare options entitled to receive New Sharecare options will also receive an
additional number of contingent stock options to acquire shares of New Sharecare
common stock that will vest upon the earlier of the date set forth in the
corresponding New Sharecare options and, in each case with respect to one half
of the additional contingent stock options, the achievement of the Earnout
Conditions (as defined below), and (iii) each warrant to purchase shares of
Sharecare capital stock will be converted into the right to receive a number of
shares of New Sharecare common stock, in each case as further described under
the Merger Agreement.
At the closing of the Business Combination and (i) immediately prior to the
effective time, Falcon Equity Investors LLC (the "Sponsor") will, in accordance
with the Sponsor Agreement, deliver to the earnout escrow agent, 1,713,000
shares of FCAC Class B common stock which shares shall be allocated to the
Sponsor, 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 (A) the total number of shares of Sharecare
common stock issued and outstanding as of immediately prior to the effective
time multiplied by (B) an earnout ratio determined in accordance with the Merger
Agreement, which shares shall be allocated on a pro rata basis among the
Sharecare stockholders who have received shares of New Sharecare common stock
and the specified holders of Sharecare warrants who have received shares of New
Sharecare common stock (the "Sharecare Stockholder Group"). Such shares shall be
released and delivered such that (i) one-half of such shares will be released to
the Sponsor or the Shareholder Stockholder Group (on a pro rata basis), as
applicable, 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 such shares will be released to the
Sponsor or the Shareholder Stockholder Group (on a pro rata basis) 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, in each case on
or prior to the fifth anniversary of the Closing Date (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 Sharecare
Stockholder Group nor the Sponsor shall have any right to receive such earnout
shares or any benefit therefrom.
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The parties to the Merger Agreement have made customary representations,
warranties and covenants in the Merger Agreement, including, among others,
covenants with respect to the conduct of Sharecare and FCAC and its subsidiaries
prior to the closing of the Business Combination.
The closing of the Business Combination is subject to certain customary
conditions, including, among other things: (i) the expiration or termination of
the waiting period (or any extension thereof) applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), (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,
(v) the common stock of stockholders of New Sharecare to be issued in connection
with the Business Combination shall have been approved for listing on Nasdaq,
(vi) Sharecare shall have consummated the doc.ai acquisition, (vii) from the
date of the Merger Agreement, there shall not have occurred any material adverse
effect, or any change or effect that, individually or in the aggregate would
result in a material adverse effect with respect to Sharecare, (viii) the
investment in Sharecare from a specified third-party strategic investor shall
have been consummated and (ix) the aggregate cash available to FCAC at closing
from the trust account and the Equity Financing (after giving effect to the
redemption of any shares of FCAC common stock in connection with the offer, but
before giving effect to the consummation of the closing and the payment of
outstanding transaction expenses, transaction bonuses and the payoff
indebtedness, or the consummation of the doc.ai acquisition) plus the proceeds
of the Strategic Financing shall equal or exceed $400,000,000.
The Merger Agreement may be terminated by FCAC or Sharecare under certain
. . .
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of shares of FCAC common stock is incorporated by
reference herein. The shares of common stock issuable in connection with the
transactions contemplated by the Business Combination will not be registered
under the Securities Act of 1933, as amended (the "Securities Act"), in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder.
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Item 7.01. Regulation FD Disclosure.
On February 12, 2021, the Company issued a press release announcing the
execution of the Merger Agreement. The press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the
investor presentation dated February 2021, which will be used by the Company
with respect to the Business Combination.
On February 12, 2021, the Company made available on its website a pre-recorded
audio webcast, as well as a pre-recorded video webcast, each discussing the
Business Combination. Transcripts of the audio webcast and the video webcast are
attached hereto as Exhibits 99.3 and 99.4, respectively, and incorporated by
reference herein.
The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4,
is furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of the Company under the Securities
Act or the Exchange Act, regardless of any general incorporation language in
such filings. This Current Report on Form 8-K will not be deemed an admission as
to the materiality of any information of the information in this Item 7.01,
including Exhibits 99.1, 99.2, 99.3 and 99.4.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to
file with the SEC a registration statement on Form S-4 (the "Registration
Statement"), which will include a proxy statement/prospectus, and certain other
related documents, which will be both the proxy statement to be distributed to
holders of shares of the Company's common stock in connection with the Company's
solicitation of proxies for the vote by the Company's stockholders with respect
to the Business Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the offer and sale
of the securities of the Company to be issued in the Business Combination. The
Company's stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus included in the
Registration Statement and the amendments thereto and the definitive proxy
statement/prospectus, as these materials will contain important information
about the parties to the Merger Agreement, the Company and the Business
Combination. After the Registration Statement is declared effective, the
definitive proxy statement/prospectus will be mailed to stockholders of the
Company as of a record date to be established for voting on the Business
Combination and other matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC that will be
incorporated by reference in the proxy statement/prospectus, without charge,
once available, at the SEC's web site at www.sec.gov, or by directing a request
to: Falcon Capital Acquisition Corp., 660 Madison Avenue, 12th Floor, New York,
New York, Attention: Saif Rahman, Chief Financial Officer, (212) 819-7702.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Company's registration statement on Form S-1, which was initially filed with the
SEC on September 3, 2021, and is available free of charge at the SEC's web site
at www.sec.gov, or by directing a request to Falcon Capital Acquisition Corp.,
660 Madison Avenue, 12th Floor, New York, New York, Attention: Saif Rahman,
Chief Financial Officer, (212) 819-7702. Additional information regarding the
interests of such participants will be contained in the Registration Statement
when available.
Sharecare and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of the Company
in connection with the Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the Business Combination will be contained in the Registration Statement when
available.
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Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and Sharecare's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the Company's and Sharecare's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside the Company's and Sharecare's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against the
Company and Sharecare following the announcement of the Merger Agreement and the
transactions contemplated therein; (2) the inability to complete the Business
Combination, including due to failure to obtain approval of the stockholders of
the Company or Sharecare, approvals or other determinations from certain
regulatory authorities, or other conditions to closing in the Merger Agreement;
(3) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement or could otherwise cause the
transactions contemplated therein to fail to close; (4) the inability to obtain
or maintain the listing of New Sharecare's common stock on Nasdaq following the
Business Combination; (5) the risk that the Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the Business Combination; (6) the inability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other
things, competition and the inability of the combined company to grow and manage
growth profitably and retain its key employees; (7) costs related to the
Business Combination; (8) changes in applicable laws or regulations; (9) the
possibility that Sharecare or New Sharecare may be adversely affected by other
economic, business, and/or competitive factors; (10) New Sharecare's ability to
raise financing in the future and to comply with restrictive covenants related
to long-term indebtedness; (11) the impact of COVID-19 on Sharecare's business
and/or the ability of the parties to complete the Business Combination; and (12)
other risks and uncertainties indicated from time to time in the proxy
statement/prospectus relating to the Business Combination, including those under
"Risk Factors" in the Registration Statement, and in the Company's other filings
with the SEC. The Company cautions that the foregoing list of factors is not
exclusive. The Company cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. The Company
does not undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or circumstances on
which any such statement is based.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Business Combination. This Current Report on Form 8-K shall also not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1† Agreement and Plan of Merger, dated as of February 12, 2021, by and
among Falcon Capital Acquisition Corp., FCAC Merger Sub Inc., Sharecare,
Inc. and Colin Daniel, solely in his capacity as representative of the
stockholders of Sharecare, Inc.
10.1 Form of Subscription Agreement.
10.2 Acquiror Support Agreement, dated as of February 12, 2021, by and
between Falcon Equity Investors LLC and Sharecare, Inc.
10.3 Form of Sharecare Support Agreement.
10.4 Form of Non-Redemption Agreement.
10.5 Sponsor Agreement, dated as of February 12, 2021, by and among Falcon
Equity Investors LLC, Falcon Capital Acquisition Corp., and Sharecare,
Inc.
99.1 Press Release, dated February 12, 2021.
99.2 Investor Presentation, dated February, 2021.
99.3 Transcript of Audio Webcast, posted on February 12, 2021.
99.4 Transcript of Video Webcast, posted on February 12, 2021.
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
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