FALN CAP Item 7.01. Regulation FD Disclosure.
This Current Report on Form 8-K (this "Form 8-K") is being furnished by
The information in this Item 7.01, including Exhibit 99.1, 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 of 1933, as amended (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 Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company has filed with
the
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
1
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.
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, 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 Class A common stock on NYSE or
Nasdaq, as applicable, 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 ability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition and the ability 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 the combined company 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
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Investor Presentation
2© Edgar Online, source
