Current Report Filing (8-k)
June 03 2021 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 3, 2021
FALCON CAPITAL
ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
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001-39535
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85-1365053
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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660 Madison Avenue, 12th Floor
New York, NY 10065
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 812-7702
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant
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FCACU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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FCAC
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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FCACW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
On June 3, 2021, Falcon Capital
Acquisition Corp., a Delaware corporation (the “Company”), issued a press release announcing that its registration statement
on Form S-4 (File No. 333-253113) (as amended, the “Registration Statement”), relating to the previously announced business
combination (the “Business Combination”) with Sharecare, Inc. (“Sharecare”), has been declared effective by the
U.S. Securities and Exchange Commission (“SEC”) and that it has commenced mailing the definitive proxy statement/prospectus
relating to the Special Meeting (the “Special Meeting”) of the Company’s stockholders to be held on June 29, 2021 in
connection with the Business Combination. The proxy statement/prospectus is being mailed to the Company’s stockholders of record
as of the close of business on May 10, 2021 (the “Record Date”). Notice of the Special Meeting was mailed on June 3, 2021
to stockholders of record as of the Record Date.
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Information About the Business Combination and Where
to Find It
In connection with the proposed
Business Combination, the Company filed the Registration Statement with the SEC, which includes a proxy statement/prospectus that is both
the proxy statement to be distributed to the Company’s stockholders 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 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 Registration Statement was declared effective by the SEC on June 3, 2021 and the definitive proxy statement/prospectus and other relevant
documents have been mailed to the Company’s stockholders as of the Record Date. The Company’s stockholders and other interested
persons are advised to read the definitive proxy statement/prospectus included in the Registration Statement, as these materials contain
important information about the parties to the Business Combination. Stockholders may also obtain copies of the proxy statement/prospectus
and other documents filed with the SEC, without 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) 812-7702.
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 definitive proxy statement/prospectus included in the Registration Statement, and is available free of charge from
the sources indicated above.
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.
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 and shall 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 of 1933, as amended.
Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FALCON CAPITAL ACQUISITION CORP.
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By:
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/s/ Saif Rahman
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Name:
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Saif Rahman
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Title:
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Chief Financial Officer
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Date: June 3, 2021
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