NEW YORK, June 29, 2021 /PRNewswire/ -- Falcon Capital
Acquisition Corp., a Delaware
corporation (the "Company") (Nasdaq: FCACU, FCAC, FCACW), announced
today that the Company's shareholders have voted to approve
all of the proposals related to the proposed business combination
(the "Business Combination") with Sharecare, Inc.
("Sharecare"). The Company's Board of Directors had previously
approved the Business Combination and recommended that its
shareholders vote in favor of it and all of the proposals relating
to the Business Combination.
More than 97% of the votes cast at the Special Meeting were in
favor of the approval of the Business Combination. Falcon
shareholders also voted overwhelmingly to approve the other
proposals at the Special Meeting.
The additional proposals approved by the Company's Shareholders
include: (i) amend and restate the amended and restated
certificate of incorporation of the Company to, among other things,
include a certificate of designations for the Series A Preferred
Stock, change the Company's name to Sharecare, Inc. and increase
the Company's authorized number of shares to 615,000,000; (ii)
issue certain securities in connection with the Business
Combination as required by Nasdaq listing rules; and (iii) approve
the Company's 2021 Omnibus Incentive Plan.
The Business Combination is expected to close on or about
Thursday, July 1, 2021. The combined
and renamed company expects that its Class A common stock and
public warrants will commence trading on the Nasdaq Capital Market
under the new trading symbols "SHCR" and "SHCRW", respectively,
starting on or about Friday, July 2,
2021.
About Falcon Capital Acquisition Corp.
The Company 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 or entities. The Company's management team
is led by Alan G. Mnuchin, the
founder and chief executive officer of Ariliam Group. The Company
has formed an investment partnership with Eagle Equity Partners,
which is a founding investor in the Company's sponsor. For more
information about the Company, please visit
www.falconequityinvestors.com.
About Sharecare
Sharecare is the leading digital health company that helps
people – no matter where they are in their health journey – unify
and manage all their health in one place. Sharecare's comprehensive
and data-driven virtual health platform is designed to help people,
providers, employers, health plans, government organizations, and
communities optimize individual and population-wide well-being by
driving positive behavior change. Driven by the philosophy that we
are all together better, Sharecare is committed to supporting each
individual through the lens of their personal health and making
high-quality care more accessible and affordable for everyone. For
more information about Sharecare, please visit
www.sharecare.com.
Forward-Looking Statements
This press release 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 were instituted against the Company and Sharecare
following the announcement of the Merger Agreement and the
transactions contemplated therein and that may be instituted in the
future; (2) the inability to complete the Business Combination,
including due to 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 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) the possibility that Sharecare or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; (8) New Sharecare's ability to raise
financing in the future and to comply with restrictive covenants
related to long-term indebtedness; (9) the impact of COVID-19 on
Sharecare's business and/or the ability of the parties to complete
the Business Combination; and (10) other risks and uncertainties
indicated in the proxy statement/prospectus relating to the
Business Combination, including those under "Risk Factors", 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.
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SOURCE Falcon Capital Acquisition Corp.