Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations.
This Quarterly Report on Form 10-Q includes forward-looking
statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we
have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or
implied by these forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe,
continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project,
should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Factors that might cause or contribute to such
forward-looking statements include, but are not limited to, those set forth in the Risk Factors section of our Annual Report on Form 10-K/A filed with the SEC on May 11, 2021, our Quarterly Report on From
10-Q filed with the SEC on May 26, 2021 and our Current Report on Form 8-K filed with the SEC on July 8, 2021. The following discussion should be read in
conjunction with our financial statements and related notes thereto included elsewhere in this report.
Overview
We are a former blank check company incorporated on June 5, 2020 as a Delaware corporation and formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We consummated our Public Offering (as defined below) on September 24, 2020 and completed the
Business Combination on July 1, 2021.
Consummated Business Combination
On July 1, 2021, Falcon Capital Acquisition Corp., our predecessor and a Delaware corporation (FCAC), consummated the business
combination (the Business Combination) pursuant to the terms of the Agreement and Plan of Merger, dated February 12, 2021 (the Merger Agreement), with Sharecare, Inc., a Delaware corporation (Legacy
Sharecare), FCAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FCAC (Merger Sub), and the stockholder representative. Immediately upon the completion of the Business Combination and the other transactions
contemplated by the Merger Agreement (the Transactions, and such completion, the Closing), Merger Sub merged with and into Legacy Sharecare with Legacy Sharecare surviving the merger as a wholly-owned subsidiary of New
Sharecare (as defined below). In connection with the consummation of the Business Combination, FCAC changed its name to Sharecare, Inc. See our Current Report on Form 8-K filed with the SEC on
July 8, 2021 for additional information.
Results of Operations
We neither engaged in any significant business operations nor generated any revenues prior to the Business Combination. All activities prior to
the Business Combination related to the Companys formation and the initial public offering (the Public Offering).
For
the three months ended June 30, 2021, we had a net loss of $918,671. The loss for the three months ended June 30, 2021 relates to earnings on the Trust Account assets of $8,319 offset by a non-cash loss from increase in fair value of warrant
liabilities of $27,000, general and administrative and business combination costs of $878,369, and franchise tax expense of $21,621. For the six months ended June 30, 2021, we had a net income of $7,215,551. The income for the six months ended June
30, 2021 relates to earnings on the Trust Account assets of $73,798 plus non-cash gain of $8,946,000 from the change in fair value of warrant liabilities less general and administrative and business combination costs of $1,740,643, and franchise tax
expense of $63,604.
Liquidity and Capital Resources
On September 24, 2020 we consummated a $345,000,000 Public Offering consisting of 34,500,000 units at a price of $10.00 per unit
(Unit). Each Unit consists of one share of the Companys Class A common stock, $0.0001 par value (the Class A Common Stock) and one-third of one redeemable warrant (each,
a Public Warrant). Simultaneously, with the closing of the Public Offering, we consummated an approximately $8,900,000 private
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