Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined in the current report on Form 8-K, which was originally filed with the
SEC on July 8, 2021, that is being amended by this amendment to such current report (as originally filed, the Super 8-K and, as amended hereby, the Amended Super 8-K) and, if not defined in the Super 8-K, the Registration Statement on Form S-4 (File No. 333-253113) (the Registration Statement). Unless the context
otherwise requires, the Company refers to Sharecare, Inc. after the Closing, and FCAC prior to the Closing.
The following
unaudited pro forma condensed combined financial information present the combination of the financial information of FCAC and Legacy Sharecare adjusted to give effect to the Business Combination and related transactions. The following unaudited pro
forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786
Amendments to Financial Disclosures about Acquired and Disposed Businesses.
FCAC was incorporated as a Delaware corporation
on June 5, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.
Legacy Sharecare was founded in 2009 to develop an interactive health and wellness platform.
On July 1, 2021, FCAC consummated the Business Combination pursuant to the terms of the Agreement and Plan of Merger, dated
February 12, 2021 (the Merger Agreement), with Legacy Sharecare, FCAC Merger Sub Inc., and Colin Daniel (the Representative), solely in his capacity as representative of the stockholders of Legacy Sharecare. The merger
was approved by FCACs stockholders on June 29, 2021. In connection with the Merger Agreement, FCAC Merger Sub, Inc. merged with and into Legacy Sharecare with Legacy Sharecare surviving the merger as a wholly owned subsidiary of the
Company. In addition, in connection with the consummation of the Business Combination, the Company changed its name to Sharecare, Inc.
In connection with the closing of the Business Combination, (i) the issued and outstanding shares of FCACs Class B common
stock were automatically converted, on a one-for-one basis, into shares of Common Stock and (ii) the issued and outstanding shares of FCACs Class A
common stock were automatically converted, on a one-for-one basis, into shares of Common Stock. All of FCACs outstanding warrants became warrants to acquire shares
of Common Stock on the same terms as FCACs warrants.
In connection with consummation of the Business Combination, Falcon Equity
Investors LLC (the Sponsor) delivered 1,713,000 shares of Common Stock (formerly FCAC Class B common stock held by the Sponsor) into escrow (the Sponsor Earnout Shares) and the Company delivered 1,500,000 newly issued
shares of Common Stock (the Company Earnout Shares), in each case, that are subject to forfeiture if certain earn-out conditions described more fully in the Earnout Escrow Agreement are not
satisfied.
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical balance sheet of
FCAC and Legacy Sharecare on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six
months ended June 30, 2021 and year ended December 31, 2020 combines the historical statements of operations of FCAC and Legacy Sharecare for such periods on a pro forma basis as if the Business Combination and related transactions had
been consummated on January 1, 2020, the beginning of the earliest period presented. The unaudited pro forma condensed combined financial statements do not necessarily reflect what the post-combination companys financial condition or
results of operations would have been had the Business Combination and related transactions occurred on the dates indicated. The pro forma combined financial information also may not be useful in predicting the future financial condition and results
of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The combined financial information presents the pro forma effects of the following transactions:
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the merger of Legacy Sharecare with and into Merger Sub, a wholly owned subsidiary of FCAC, with Legacy Sharecare
surviving the merger as a wholly-owned subsidiary of FCAC;
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Legacy Sharecares acquisition of doc.ai discussed in Note 3; and
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the Private Placement issuance and sale of 42,585,000 shares of FCAC Class A common stock for a purchase
price of $10.00 per share and an aggregate purchase price of $425.9 million in the Private Placement pursuant to the Subscription Agreements.
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This information should be read together with FCACs and Legacy Sharecares audited financial statements and related notes, the
sections titled Managements Discussion and Analysis of Financial Condition and Results of Operations of FCAC, and Managements Discussion and Analysis of Financial Condition and Results of Operations of
Sharecare and other financial information incorporated by reference in the Super 8-K or included elsewhere in this Amended Super 8-K, as applicable.
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Legacy Sharecare has been determined to be
the accounting acquirer based on evaluation of the following facts and circumstances:
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Legacy Sharecares existing stockholders have the largest voting interest in the combined company;
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Legacy Sharecare appointed a majority of the board of directors of the combined company;
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Legacy Sharecares senior management will be the senior management of the combined company; and
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Legacy Sharecare is the larger entity based on historical revenues and business operations.
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Under this method of accounting, FCAC was treated as the acquired company for financial reporting purposes.
Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The net assets of FCAC will be stated at historical cost,
with no goodwill or other intangible assets recorded.
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