View:
Download DOC
Download PDF
Download XLS

 

 

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): March 31, 2021

 

FALCON CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   333-253113   85-1365053
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

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:

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant   FCACU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   FCAC   The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share

FCACW   The Nasdaq Stock Market LLC

 

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. ☐

 

 

 

 

 

 

Item 7.01.

 Regulation FD Disclosure.

 

This Current Report on Form 8-K (this “Form 8-K”) is being furnished by Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), to the U.S. Securities and Exchange Commission (the “SEC”) for the sole purpose of furnishing, as Exhibit 99.1 to this Form 8-K, an investor presentation that will be used by the Company and Sharecare, Inc. (“Sharecare”), the Company’s business combination target.

 

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 U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy statement/prospectus, and certain other related documents, which will be both the proxy statement to be distributed to holders of shares of the Company’s common stock 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 as may be 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 Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the parties to the agreement and plan of merger by and among the Company, FCAC Merger Sub Inc., a wholly-owned subsidiary of the Company, Sharecare, and Colin Daniel, solely in his capacity as representative of the stockholders of Sharecare (the “Merger Agreement”), the Company and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Stockholders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference in the proxy statement/prospectus, without charge, once available, 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, NY 10065, 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 Company’s registration statement on Form S-1, which was initially filed with the SEC on September 3, 2020, and is available free of 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, NY 10065, Attention: Saif Rahman, Chief Financial Officer, (212) 812-7702. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

 

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 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.

 

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

 

 

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.

 

 

FALCON CAPITAL ACQUISITION CORP.

     
  By: /s/ Saif Rahman
  Name:   Saif Rahman
  Title: Chief Financial Officer
     

Date: March 31, 2021

    

 

 

3

 

 

Exhibit 99.1

 

All t o g e the r better

 

 

This presentation (“Presentation”) is for informational purposes and does not constitute an o ff er to sell, a solicitation of an o ff er to buy, or a recommendation to purchase any equity, debt or other financial instruments of Sharecare Inc . (“Sharecare” or the “Company”) or Falcon Capital Acquisition Corp . (“FCAC”) or any of their respective a ffi liates . The information contained herein does not purport to be all - inclusive . The data contained herein is derived from various internal and external sources . No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein . Any data on past performance or modeling contained herein is not an indication as to future performance . FCAC and Sharecare assume no obligation to update any information in this Investor Presentation, except as required by law . The listing of customers and associated marks are meant to represent a sampling of customers that use our products and services as of January 2021 for diligence and informational purposes only and do not constitute any representation regarding the ongoing relationship or endorsement of any particular customer . Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, as contemplated in the definitive merge agreement entered into by FCAC and Sharecare, FCAC has filed a registration statement on Form S - 4 (the "Registration Statement") with the U . S . Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus, and certain other related documents, to be used at the meeting of FCAC stockholders to approve the proposed business combination . Investors and security holders of FCAC are urged to read the proxy statement/prospectus, any amendments thereto and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about Sharecare, FCAC and the proposed business combination . The definitive proxy statement/prospectus will be mailed to stockholders of FCAC as of a record date to be established for voting on the proposed business combination . Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about the business combination and the parties to the business combination once such documents are filed with the SEC, without charge, at the SEC's web site at www . sec . gov, or by directing a request to : info@ariliam . com . P articipants in the Solicitation FCAC and its directors and executive o ffi cers, under SEC rules, may be deemed participants in the solicitation of proxies from FCAC's stockholders with respect to the proposed business combination . A list of the names of those directors and executive o ffi cers and a description of their interests in FCAC is contained in the final prospectus for FCAC's initial public o ff ering, which was filed with the SEC on September 23 , 2020 , and is available free of charge at the SEC's web site at www . sec . gov, or by directing a request to : info@ariliam . com . Additional information regarding the interests of such participants will be set forth in the proxy statement/prospectus for the proposed business combination when available . Each of Sharecare and its directors, executive o ffi cers and other members of its management and employees, under SEC rules, may also be deemed to be participants in the solicitation of proxies from the stockholders of FCAC in connection with the proposed business combination . A list of the names of such directors and executive o ffi cers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus for the business combination when available . No O ff er or Solicitation This Investor Presentation does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination . This Investor Presentation also does not constitute an o ff er to sell or the solicitation of an o ff er to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such o ff er, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . No o ff ering of securities will be made except by means of a prospectus meeting the requirements of Securities Act of 1933 , as amended, or an exemption therefrom . Industry and Market Data This presentation includes information and statistics regarding market participants in the sectors in which Sharecare competes and other industry data which was obtained from third - party sources, including reports by market research firms and company filings . Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM © or ® symbols, but FCAC and Sharecare will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . Use of Non - GAAP Financial Measures This presentation includes non - GAAP financial measures . FCAC and Sharecare believe that these non - GAAP measures are useful to investors for two principal reasons . First, they believe these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance . Second, these measures are used by Sharecare’s management to assess its performance . FCAC and Sharecare believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends . These non - GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP . Other companies may calculate these non - GAAP financial measures di ff erently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies . In addition, such information and data may not be included in, may be adjusted in or may be presented di ff erently in any proxy statement or registration statement to be filed by FCAC with the SEC . A reconciliation of certain of these non - GAAP financial measures to their most comparable GAAP measure is set forth in a table included at the end of this presentation . 2 Dis c laimer

 

 

Projections This Presentation contains projected financial information with respect to Sharecare . Such projected financial information constitutes forward - looking information, is for illustrative purposes only and should not be relied upon as necessarily indicative of future results . The assumptions and estimates underlying such projected financial information are inherently uncertain and subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to di ff er materially from those contained in the projected financial information . See “ Forward Looking Statements ” paragraph below . Actual results may di ff er materially from the results contemplated by the projected financial information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved . Neither the independent auditors of FCAC nor the independent registered public accounting firm of Sharecare audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Investor Presentation, and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Investor Presentation . Forward Looking Statements This presentation also contains forward - looking statements, which may be identified by such words as “may”, “should”, “would”, “plan”, “intend”, “expect”, “believe”, “anticipate”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “outlook”, or other similar expressions, words or phrases, or by their context . These statements include statements regarding the industry in which the combined companies will operate, future events, the proposed transactions between FCAC and Sharecare, the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts . These statements are made on the basis of current knowledge and current expectations of FCAC and Sharecare management and, by their nature, involve numerous assumptions and uncertainties and are not predictions of actual performance . Nothing set forth herein should be regarded as a representation, warranty, or prediction that FCAC or Sharecare will achieve or are likely to achieve any particular future result . Various factors could cause actual future results, performance or events to di ff er materially from those described herein . This presentation does not purport to be all - inclusive or to contain all the information that a prospective investor may desire in making an evaluation . Some of the factors that may impact future results and performance may include, without limitation : 3 • • • Changes in the business environment in which Sharecare or FCAC operate; The impact of pending and future litigation and governmental investigations and inquiries; Changes in U.S. federal, U.S. state, and non - U.S. laws and regulations, their interpretation, their enforcement, or the regulatory climate applicable to our business, and their impact on our ability to operate our business; Outages, disruptions, breaches, errors or failures in our products, services, computer systems, and software, which could expose us to financial and legal harm and adversely affect our operating results and growth prospects; The loss of one or more members of FCAC or Sharecare management teams; The inability of the parties to successfully or timely consummate the proposed transaction, including the risk that the required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction, or that the approval of the stockholders of FCAC is not obtained; • • • • Failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the business of FCAC and Sharecare; Uncertainty as to the long - term value of FCAC common stock; Our integration of, and realization of anticipated benefits, including synergies from, acquisitions; Our ability to obtain additional capital to support growth, which may not be available on terms acceptable to us, if at all; The transition to becoming a public company, resulting increases in legal, accounting and compliance expenses, and the impact of our public financial and other disclosures on our negotiations and arrangements with key counterparties; Those discussed in FCAC’s final prospectus relating to the initial public offering filed with the SEC on September 23, 2020 under the heading “Risk Factors” and other documents of FCAC on file with the SEC or in the Registration Statement. • • • • • Disclaimer (continued)

 

 

Agenda • • Company Vision/Overview Enterprise Overview • • • • Demo of platform, Architecture, and Innovation doc.ai Health Security and Vaccine Assistant Community Well - Being • • • • • • • Q&A Provider Overview Q&A Acquisition Expertise Q&A Finance, M&A, and Overview Closing Remarks and Q&A 15 min 2 hours 4 15 min 15 min 5 min 15 min 5 min 30 min 20 min

 

 

Proven Track Record ALL TOGETHER BETTER 1994 QDS, Founder Remote patient monitoring; sold to Matria Healthcare 1998 WebMD, Founder Leading healthcare website; sold for $4B 2007 HowStuffWorks, CEO Sold to Discovery Communications 5 2010 Sharecare, Founder, CEO and Chairman Comprehensive health and well - being solution to help everyone build a longer, better life

 

 

V ision ALL TOGETHER BETTER Sharecare is a health & well - being digital hub that unifies all the elements of individual and community health so everyone can live better, longer . We provide an interoperable platform integrating fragmented point solutions and disparate stakeholders to foster a frictionless user - friendly experience that engages people across the dynamic continuum of their healthcare needs . We’re all together better when: • we unify the entire ecosystem – health plans, employers, providers, life sciences – into one connected system • we turn point solutions into an integrated platform in the palm of a person’s hand • we turn individual progress into community transformation All Together Better 6

 

 

Diverse Team of Innovators, Operators, and Unifiers ALL TOGETHER BETTER Anil Menon EV P , Community & Urban Services T oni P ashley SV P , Product Naveen Saxena Chief Technology Officer Elizabeth Colyer SV P , Community Well - Being Index Natalie Schneider EVP/GM, Provider Solutions Laura Klein EVP/GM, Consumer Solutions Jeff Arnold Founder, Chairman, CEO Dawn Whaley President, CMO Justin Ferrero President, CFO P am Shipley COO Sam De Brouwer Chief Strategy Officer 7

 

 

Sharecare Overview LIVING ROOM FINANCIAL INVESTMENT PARTNERS EXAM ROOM W ORKPL A CE • A comprehensive digital solution helping people build longer, better lives • Operating across three divisions: ENTERPRISE PR O VIDER CONSUMER SHARE C ARE B Y THE NUMBERS 8 2012 health system clients 127 launched Sharecare platform ~64K employer clients top life sciences brands $450M total capital raised $408M 2021E revenue $31M 2021E adjusted EBIT D A 8M+ eligible lives 6K+ ALL TOGETHER BETTER

 

 

9 Note: includes doc.ai acquisition; adjusted EBITDA reflects removal of non - cash operating expenses (stock option compensation expense), severance and acquisition - related costs; 2021 forecast includes $3.9M of IPO - related operating expenses EBIT D A margin 9% 8% 11% 15% A D JU S TED EBIT D A ’20 – ’23 C AGR: 46% GROSS PROFIT ’20 – ’23 C AGR: 29% R evenue 24% 30% 22% growth $, in millions REVENUE ’20 – ’23 C AGR: 26% 2020 2021 2022 2023 $330 $408 $653 $533 $208 $169 $286 $364 2020 2021 2022 2023 $31 $31 $61 $101 2020 2021 2022 2023 Gross profit margin 51% 51% 54% 56% Delivering Accelerated Growth with Significant Operating Leverage ALL TOGETHER BETTER

 

 

10 Category of One: Business Positioned for Growth and Scale C omp r ehens i v e Platform Diversified Revenue & Scale Data & Inn o v ation Innovative digital health platform based on human - centric design Diversified portfolio with opportunity to capture $1B++ in incremental revenue from existing customers At the intersection of technology, healthcare, & media, creating data - driven solutions Positioned for success with strong revenue visibility, scale, and profitability Di ff e r entia t e d Financial Performance High - growth, recurring revenue driving 20% sustainable YoY growth

 

 

11 ALL T OGETHER BETTER Comprehensive Platform

 

 

Personalized Digital Platform Enabling Productized Engagement 12 COMPREHENSIVE PLATFORM MES S A GING MOTIVATION MANAGEMENT MEASUREMENT MOVEMENT ENTERPRISE PR O VIDER CONSUMER Benefits Healthcare Digital Wellness/ Blue Zones Health Health Value - Payment Remote Digital Lead Sponsorships Audience Condition - navigation navigation therapeutics well - being Project security Information based care integrity patient engagement generation targeting specific Management monitoring mar k eting

 

 

Personalized Digital Platform Enabling Productized Engagement 13 COMPREHENSIVE PLATFORM MES S A GING MOTIVATION MANAGEMENT MEASUREMENT MOVEMENT 13 ENTERPRISE PR O VIDER CONSUMER Benefits Healthcare Digital Wellness/ Blue Zones Health Health Value - Payment Remote Digital Lead Sponsorships Audience Condition - navigation navigation therapeutics well - being Project security Information based care integrity patient engagement generation targeting specific Management monitoring mar k eting

 

 

DIVERSIFIED REVENUE & S C ALE Enterprise Solutions 14

 

 

Opportunity: Fragmented Offerings Driving Cost & Vendor Fatigue ENTERPRISE SOLUTIONS Behavioral health Financial well - being Physical activity/wellness Sleep Smoking cessation Provider networks Onsite/near - site Incentives Food logging Advocacy MSK Lifestyle mgmt Communications Medication adherence Care coordination Biometric screening Telehealth Pharmacy Second opinion Medical devices Condition management Pregnancy/family W eight/nutrition Transparency WELLNESS/WELL - BEING BENEFI T S N A VI G A TION/HUB HEA L TH N A VI G A TION COMPREHENSIVE PLATFORM WELLNESS/WELL - BEING BENEFI T S N A VI G A TION/HUB HEA L TH N A VI G A TION MY HEALTH OUR 15 HEALTH + RESILIEN C Y Sharecare digital platform + SECURITY Sharecare Verified + COMMUNITY Community W ell - Being Index/Blue Zones Project

 

 

Integrated Solution Lowering Healthcare Costs, Improving Outcomes, and Increasing Satisfaction 16 ENTERPRISE SOLUTIONS KEY HEA L TH PLAN CLIEN T S: Revenue model: Recurring multi - year contracts with upsell opportunities Pricing structure: PMPM, per enrollee Client base: 27 direct large employers, 9 health plans providing access to another ~64K employers, 10 public sector clients KEY EMP L O YER CLIEN T S: KEY PUBLIC SEC T OR CLIEN T S: $190M * 2020 revenue $239M * 2021 revenue 58% * of 2021 revenue Products include: • Benefits navigation • Healthcare navigation • Digital therapeutics • Wellness/well - being • Blue Zones Project • Health security * estimated, 2021 includes doc.ai acquisition stub period revenue

 

 

Land and Expand: Comprehensive Offering to Improve Health ENTERPRISE SOLUTIONS Marketplace of Targeted Digital Therapeutic Programs incremental fee per enrollee Core Digital Platform PMPM Population risk stratification Member engagement Incentives management Existing client base Claims ingestion $1B revenue opportunity by activating digital therapeutics 17

 

 

Total Addressable Market ENTERPRISE SOLUTIONS Product Addressable Market ($B) Mental health genetic testing $55.3B Diabetes prevention $53.0B Musculoskeletal $32.8B Diabetes management $21.6B Lifestyle management coaching $16.8B Disease management coaching $9.2B Biometrics $8.8B Gym/fitness $8.6B Tobacco cessation coaching $6.4B Diabetes solutions $3.8B Digital platform $3.4B Blue Zones Project $3.2B Stress and anxiety $1.5B Weight management $1.5B Ornish Lifestyle Medicine $1.3B Financial well - being $1.2B Fertility, pregnancy, and parenting $1.0B Digital tobacco cessation $0.9B Digital diabetes education $0.5B Nurse line $0.5B Total $231.3B 18

 

 

Operational Sales Performance Framework ENTERPRISE SOLUTIONS Channel Employer, government, health plan, etc Behavioral Activities, patterns, usage, engagement Market Territories, sector 3 2 1 Segmentation Digital activities (meetings, emails) Outreach campaigns Pipeline metrics Networking & events Performance dashboards Health plans ~100 payors Employer ~6 , 100 groups Government ~400 groups Consultants/ Brokers 19 Channels

 

 

Significant Enterprise Growth in Overall Engagement Opportunity 20 ENTERPRISE SOLUTIONS *Actual impact subject to average program conversion rate Expanded methodology Previous m et h o d olo g y Qualifie d members Qua l i fie d membe rs Data types: Claims Social Determinants of Health (SDOH) Call logs Eligibility RealAge Biometrics

 

 

Enterprise Activation/Engagement Focus & Expansion ENTERPRISE SOLUTIONS Program D e v elopment What does the program entail? • Welcome & chase campaign updates • Push notifications • Customer call center prioritization tracker • Collaboration with partner programs • Increased connectivity • Increased enrollment • Developed a tracker to score and prioritize campaigns and program loads 4. ENGAGEMENT • Refined case studies to clarify prospective next steps to clients • Analyzed profiling methodology to better target members 2. CONSIDERATION What do clients/users consider before adopting Sharecare? • Marketing case studies • Member profiling • Tracked outreach to better attribute success to specific efforts • Expanded number of qualified members through claims analysis 3. CONVERSION How do we get a targeted user to register for a program? • Weekly tracking of activations & enrollments • Identification expansion • Designed diagnostic tool to triage roadblocks and identify solutions • Created value methodology to use in new client sales pitches 1. A W ARENESS How do users become aware of the program? • Product journey maps • VOI methodology creation 21

 

 

ENTERPRISE SOLUTIONS Case Study: DPP Expansion for Payor Client Diabetes Prevention Program (DPP) member activation expansion to 400K eligible lives 2020 - 2021 enrollment progress • April 2020: less than 1,000 enrolled • December 2020: 11,000 enrolled • February 2021: 13,500 enrolled • Pacing over 1,500/month 0 22 3,500 7 ,000 1 0 ,500 14,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb 2020 2021 Payor client DPP total enrollments

 

 

Case Study: Payor Client Product Expansion ENTERPRISE SOLUTIONS • Digital platform 2019 PRODUCTS 2020 PRODUCTS YOY product growth 2019 2020 2021 contracted 2020 growth % 2021 growth % $ Revenue Number of Mar k etplace Products $2.5M $6.5M $1 0 .8M 160% 66% 1 4 11 300% 175% Product Expansion 175% Increase in marketplace products Y O Y Market statistics 23 66% R evenue growth YOY • • • Digital platform 24 - hour nurse line Onsite health promotion 2021 PRODUCTS • • • Digital platform • 24 hour nurse line • Onsite health promotion • Lifestyle Management • Disease Management • Tobacco cessation • Anxiety management • Maternity • Diabetes Prevention Program Insulin management MSK/MSD ADDITIONAL OPPO R TUNITIES • Digital biometric screenings • Health security • Well - Being@Work • Unwinding Anxiety

 

 

ENTERPRISE SOLUTIONS Eligible lives Millions 5 2 0 7 10 2020A 2021E • Eligible lives is a metric which is a leading indicator of revenue growth for the enterprise digital platform and other digital solutions • Generate revenue multiple ways – primarily on a per member/per month basis, or per enrolled member basis • Eligible lives grow by addition of new clients, but also within the existing client base as Sharecare solutions are extended to new health plan employer groups, and additional covered populations (Medicaid, exchange) 9 , 70 0 ,00 0 .0 8,845,526.0 8.8M 24 9 . 7 M 8.8M ELIGIBLE LIVES (2020) 2 0 21 KP I s D emonst r a t e R e v enue G r o wth M omentum

 

 

Established Strategy to Drive Revenue Growth ENTERPRISE SOLUTIONS Expand footprint • New logos • Additional Blues and other health plans • Executing on prospective pipeline representing ~9,500 new employers New digital therapeutics product offerings • Increase digital therapeutics programs offerings for 2021 • Hypertension, asthma/COPD, sleep, EAP, mental health, second opinion, advocacy/concierge • Immediate revenue to Sharecare based on existing contracts • Ability to activate anytime during calendar year Activate eligible lives within clients • • Investing in advanced sales and marketing tactics Targeted digital modeling and marketing to expand eligible activations 25

 

 

DIVERSIFIED REVENUE & S C ALE Product & Technology 26

 

 

Feature Configuration 27 PRODUCT & TECHNOLOGY Sponsorship Model Features Person Employer Health Plan Provider RealAge (HRA) X X X X Health topics & content X X X X Tracking (activity, devices and apps) X X X X Profile - health/settings X X X X Messaging & campaigns X X X X Wallet X X X X Benefits navigation X X Coaching: Lifestyle and Disease Management X X X Incentives & rewards programs X X X Challenges (steps, stress, sleep, diet) X X X Find - a - Doctor X X X Symptom checker (AskMD) X X X Medication pricing X X Claims ingestion X X Care console: management, configuration X X Learning tracks/care plan X X X Gaps - in - care X X Value - based billing X Testing & results X X X W ell - Being@ W ork (C O VID - 19 readiness) X X Partner programs & services X X X X

 

 

Technology for Healthcare PRODUCT & TECHNOLOGY Core Platform One platform • User/customer agnostic Highly secure • • • Separation of PHI/PII HI P AA + HITECH compliant Auditable processes Multi - tenant • Across and within Cloud - based • • Micro - services Kubernetized Inn o v ation L earning models & mining • • • Clinical, financial, social Conversational AI Machine learning Derived user profile • • • Disease state Disease severity/risk level Disease expression No - code frameworks Admin platform as a service Big Data Multi - variate datasets • • • • Eligibility Claims Biometrics SDOH Multiple protocols/ datatypes Decision intelligence • • • • RealAge Self - reported Device Derived 28

 

 

One Platform: Comprehensive Architecture PRODUCT & TECHNOLOGY P ersonalized journey Universal search Chat assistant Challenges/incentives Care/Action plans Claims & benefits Find care Symptom tracker Green day trackers Utilization management Risk - based programs Health profile RealAge programs Care gaps/risks Learning tracks Community well - being Digital therapeutics Unwinding Anxiety Eat Right Now Craving to Quit Diabetes prevention Diabetes management Diabetes education Fertility Pregnancy Parenting Financial well - being MSK SECURE API’S V OICE MOBILE WEB READERS CH A TB O T MULTI - LANGUAGE KUBERNITIZED CON T AINERS Programs Green day trackers SCP Challenges Search Claims & benefits Incentives Intent inference Journey orch. Community Campaign Manager Feature messaging ZERO TRU S T SSO IDENTITY MAN A GEMENT ZERO CODE ACTION PLANS Device & sensor data SDOH Conditions Allergie s Immunization s Procedures L ab s Biometric s Risk score Care gaps Preventiv e RealAge Claims/Care episodes/Risks Predictive insights BERT/Collab. Filtering/Neural Nets AI/NLP/ML COHO R TING RISK SEGMEN TA TION CONDITION A SSIGNMENT AIR F L O W D A T A EXTR A CT Reporting extracts D A T A INGE S T Claims, eligibility Member management Health profile Coaching C ARE CONSOLE Journey builder Rewards/ challenges Communications R eporting & outcomes Billing specialists Coaches Advocates Clinicians Analysts Admins HR specialist 29

 

 

Platform Architecture: Conversational Systems Machine Learning (ML) Pipeline PRODUCT & TECHNOLOGY ONLINE SERVING User input Dialogue state manager Personal information manager Symptom tracker knowledge base OFFLINE TRAINING Semantic tagger INTENT CL A SSIFIER L ocal search Information Diagnose Chit - chat Navigation Maps e xperience Medical question response model S ymptom trac k er diagnosis graph Chit - chat response Identify/execute front - end widget Media content index F A Q ind e x ML technology stack Keras models Java tensorflow Kotlin/React A WS servers (no GPUs) Custom DL models Java tensorflow 2.4 GPU servers DA T A PREPROCESSING & A UGMEN T A TION Custom tokenizer NL pattern - based data augmentation Acronym replacement augmentation Common error pattern Keyword distillation augmentation Probablistic token masking augmentation Formal - to - informal language converter Structural paraphrase augmentation D AT A BALANCER TRAIN MODELS Transformer models Multi - headed attention Seq2Seq encoder/decoder T rains new embedding for wellness domain Chit - chat response Intent classifier Chit - chat response Medical question response model V ALI D A TE MODELS Cross - field validation Common error pattern identification algorithm 30

 

 

Data - Driven Engagement PRODUCT & TECHNOLOGY Physically unhealthy days Mentally unhealthy days % of smo k ers % physically inactive Exercise access Age Violent crime rate Living alone Digital conversion Call success Preventative visits PCP visits Inbound call Office visit Problem statement Identifying eligible members for lifestyle management and classify them into four categories based on risk and engagement propensity for coaching. Step 1: Identify members based on claims , biometrics , and RealAge Step 2: Augment members based on social determinants of health (SDOH) Step 3: Classify based on engagement Marker identification Hypertension Obesity Cardiovascular Tobacco Diabetes Pre - diabetes Alcohol dependence Substance abuse Step 1 Step 2 Step 3 31

 

 

DIVERSIFIED REVENUE & S C ALE doc.ai 32

 

 

DOC.AI Sharecare + doc.ai: All Together Better Capture and unlock the value of any health data from research to care, to optimize insights and improve the health of millions • Health management • Value - based care and payment integrity • Award - winning content • Community Well - Being Index and health security • Putting all our health in one place • Unified, AI data - driven platform • Optimize and automate across all products • Personalized insights in real - time • Expand from care to research • Making all our health smart and actionable + 33

 

 

DOC.AI Health Data is Moving from Seller’s to Buyer’s Market Simultaneously automating the edge and its applications as edge - native Market Hardware Architecture Power user Latency Security Privacy Learning Data center (1992) B2B Terminal Central (hardwar e , softwar e , wetware) S ys admins Batch P erimete r defense None Statistics Cloud (2006) Seller’s Desktop Hierarchy (automated the cloud, software only) Data professional s Map R educ e Hadoop VM Hardwar e defined perimeter defense HIPAA ML (linear regression, random forests) Cloud - native (2016) B2B2C (health plans: new market for retrospective RWD) L apto p iPad Decentralized Bring storage to compute automated the applications in the cloud Patients Near real - time Software defined perimete r defense HIPAA Deep learning Edge - native (2021) Buyer’s (patients: new market for prospective RWD) Smartphone IOT Distributed Bring compute to storage automate the edge and the applications at the same time Everyone is a node Real - time Zero trust (price per identity) Differentia l privacy (price per private prediction) Federate d learning doc.ai 34

 

 

AI Tech Stack DOC.AI Data engineering - data normalization - AI models T o solve the problems of: • • Continuous engagement & personalization Quality and affordability of care T o e x ecute: • • Deep data collection and new algorithms Responsible data sharing D ata Edge computing - cryptographic verification Pr i v acy NLP - N L U - Bioinformatics - ML for data fluency - neural nets Pipelines Federated learning - Zero trust infrastructure Security 35

 

 

The Future of UI is No UI DOC.AI • We leverage every component of the phone People live on their phones, consume and collect data via pictures, videos, voice We have built neural nets under the form of smart selfies, smart videos and smart pictures For a frictionless experience that augments engagement We are adding new dry bio - markers for progression and regression of symptoms • • • • Smart selfie AI for medication AI for mood AI for food W allet for rewards Environmental health Chatbot Telehealth Genome browser SDOH V oice Face PH O T O V OICE TEXT VIDEO 36

 

 

Suite of Solutions and Products to Integrate/Grow 37 DOC.AI Toniq AI engine for data fluency Insights Cost of care Quality of care Amplified Infrastructure Zero trust infrastructure Federated learning Omix Research Digital clinical research accelerated and automated Serenity Care Digital care accelerated and automated Passport Health Health security, private and automated Genewall Genetics Genetic insights for mobile and clinical pipelines AI Modules Engagement and data collection AI - assisted data collection All licensed by Anthem under a multi - million dollar agreement

 

 

T oniq DOC.AI Data - Driven AI for Sharecare Prepared to accelerate the growth of our current products to land and expand into new sources of revenue with new products while continuing to develop new markets for Anthem Creating new data layer with Toniq in Sharecare platform for enterprise , consumer , Community Well - Being Index , and future products with Anthem Integrating new data - driven modalities across the Sharecare experience and engagement Developing new opportunities for Sharecare by accelerating observational trials vertical, including recruitment for research Providing zero trust infrastructure for Anthem and building infrastructure to scale to additional Sharecare partners AI modules Omix Amplified 38

 

 

We share a relentless focus on delivering meaningful improvements to consumers' health and well - being as we simplify healthcare. Through this relationship, we will leverage human - centered design and digital technologies, including artificial intelligence, that increase consumer engagement, deliver more affordable healthcare, and achieve better health outcomes through services such as next - generation personalized healthcare concierge and advocacy services. Rajeev Ronanki , Senior Vice President and Chief Digital Officer 39

 

 

DIVERSIFIED REVENUE & S C ALE Community & Urban Services 40

 

 

O v e r vi e w COMMUNITY & URBAN SERVICES The definitive source of well - being insights and community transformation solutions. 13 3M+ years of well - being well - being measurement assessments ta k en 4M+ lives impacted 57 Blue Zones Project communities $22.6M* 2021 annual revenue SPONSORS & CLIENTS S TR A TEGIC PARTNERS A C ADEMIC PARTNERS 41 * estimated

 

 

Community Well - Being History and Leadership 42 COMMUNITY & URBAN SERVICES COMMUNITY TRANSFORM A TION Transforming health and well - being one person, one community at a time through people, place, and policy change . S T A TE & COMMUNITY RANKINGS DOMAINS PH Y SI C AL COMMUNITY PURPOSE SOCIAL FINANCIAL • • • • • • • • • • • • • • • • Longevity Medical & Rx spend Emergency room visits Hospitalizations Bed days Absenteeism Presenteeism Short - term disability Job performance Intention to stay Voluntary turnover Involuntary turnover PMPM cost S&P 500 Unemployment Consumer Price Index PROVEN OUTCOMES $50M invested 3M+ surveys collected 95% 1.3B of U.S. population media impressions represented 80+ peer - reviewed publications

 

 

Measuring and Transforming Communities COMMUNITY & URBAN SERVICES Transforming physical environments across worksites & communities Well - being improvement yields healthcare savings & economic improvement Research - backed measurement & protocols 43

 

 

Combining Sharecare Interventions for Better Impact COMMUNITY & URBAN SERVICES W ell - being impact SDOH impact Blue Zones Project Vaccine distribution Health security Blue Zones worksite pledge Diversity & inclusion Sharecare platform Model for sustainable workforces & communities Community well - being impact & social value generated P e ople Physical environment C ommuniti e s 44

 

 

Evolving Data Collection & Measure COMMUNITY & URBAN SERVICES Ecosystem & data collection through Sharecare platform SDOH & measurement innovation New & evolved comprehensive measure WELL - BEING INDEX SDOHi PHYSICAL COMMUNITY PURPOSE SOCIAL FINANCIAL HEA L TH C ARE A CCESS FOOD ACCESS RESOURCE A CCESS ECONOMIC SECURITY HOUSING & TRANSPO R T A TION 45

 

 

Integrating SDOH & Community into Individual Transformation COMMUNITY & URBAN SERVICES Approach Differentiate Upsell & bundle Drive registrants & enrollees Enhance member experience 1. Assess and configure 2. Target and model 3. Navigate and coach 4. Educate, engage, and intervene 46

 

 

A pp r oa c h 1: A ss e ss and C on f igu r e COMMUNITY & URBAN SERVICES Healthcare access Commute culture Food access P andemic vulnerability Telehealth Maternal health Mindfulness Unwinding Anxiety Scale Back Rewards Lifestyle management Multi - language Digital vaccine 47

 

 

A pp r oa c h 2: T ar g e t and M o del COMMUNITY & URBAN SERVICES Data - driven acquisition Data - driven engagement 48

 

 

A pp r oa c h 3: N a viga t e and C oa c h COMMUNITY & URBAN SERVICES Example risk C WBI cont e xt Coach dialogue Obesity (physical activity & healthy eating) • Parks near me • Commute culture • Food access • Community resources & support • How much time do you spend commuting daily? • Do you have access to healthy foods near your home? Vaccines & seasonal triggers • Flu prevalence • Pneumonia prevalence • Weather & satellite patterns • C O VID - 19 vulnerability & risk • Looks like we’re already seeing a high volume of flu outbreak in your area. Can I help you find a location nearby to get your vaccine? Condition management • Healthcare access • Broadband access • Financial well - being • Pharmacy & retail availability • Do you have access to healthcare resources, including MD’s and specialists? • Do you have financial and physical access to drug therapies & prescriptions? Integrating CWBI social determinants & partner data into care coordination ecosystems can lend to more contextual conversations on how to close gaps as well as change behaviors. 49

 

 

Approach 4: Educate, Engage, and Intervene COMMUNITY & URBAN SERVICES Creating the connection for users 50 Healthy options & resources nearby Solutions for healthcare deserts & access Solutions for food & financial insecurity My health > our health

 

 

Integrating Community into Enterprise Sales: Delta COMMUNITY & URBAN SERVICES Transforming people Transforming places Measuring impact 51

 

 

Expansion to Adjacent Markets COMMUNITY & URBAN SERVICES Vertical targets Differentiate Upsell & bundle Drive new registrants and enrollees Enhance member experience Provider Consumer $11B in annual revenue for a single consumer data licensing & modeling company 52 $2.5B in provider spend on social determinants from 2017 to 2019 95 % of A C O ’ s partner with community organizations to address SDOH

 

 

New Community Offerings & Alignment to Key Market Transitions COMMUNITY & URBAN SERVICES Stakeholder leadership and ESG Shift from urban development to urban services Move from “sick care” to health and well - being Broadband access & smart cities Sustainability consulting Social value & outcome distribution mapping 53

 

 

DIVERSIFIED REVENUE & S C ALE Health Security & Vaccine Assistant 54

 

 

New Revenue Opportunities with Health Security Facility & employee readiness to ensure a safe and secure location for employees, guests, and customers HE A L T H SECURIT Y & V A CCIN E A SSI S T AN T T arget sectors: Hospitality Arenas Schools Workplace Current partners: 55

 

 

Vaccine Assistant HE A L T H SECURIT Y & V A CCIN E A SSI S T AN T A comprehensive package for vaccine adherence with award - winning content for vaccine information, verified testing sites for health security, a digital vaccine assistant, and robust analytics/ reporting built to scale. 56

 

 

Vaccine Assistant: How It Works HE A L T H SECURIT Y & V A CCIN E A SSI S T AN T L O C A TIONS & SCHEDULES 3 EDU C A TION & EN G A GEMENT 1 REGISTRATION ON MY VACCINE 4 VERIFIED HEA L TH P A SS 6 TR A CK SIDE EFFECTS 5 PRE - REGI S TR A TION 2 IMMUNIZ A TION SYSTEM INTEGRATION 7 REPO R TING & ANALYTICS 8 57

 

 

HE A L T H SECURIT Y & V A CCIN E A SSI S T AN T Vaccine Assistant: Total Addressable Market Channel Addressable Market ($B) FEMA $1B States $482M Payor market $1B Employer market $1.1B Provider market $178M Total $3.7B • Uniquely positioned • doc.ai allows scalability • Digital platform for recurring revenue 3 58

 

 

ALL T OGETHER BETTER Creating a movement for change across Georgia

 

 

ALL T OGETHER BETTER Creating a movement for change across Georgia

 

 

61 Q &A

 

 

DIVERSIFIED REVENUE & S C ALE Provider Solutions 62

 

 

Improving Efficiency and Patient Care 63 PROVIDER SOLUTIONS KEY PR O VIDER CLIEN T S: Revenue model: Recurring multi - year contracts with upsell opportunities Pricing structure differs by product: Gainshare, SaaS platform fee, per record request Client base: 6,000 hospitals & physician practices, 75+ health plans and audit clients Services are in strategic and financial alignment with providers offering significant benefits and revenue upside $80M* $104M* 26%* 2020 revenue 2021 revenue of 2021 revenue Products include: • Health Information Management • Value - based care • Payment integrity • R emote patient monitoring • Digital engagement * estimated

 

 

Comprehensive Solutions Addressing Providers’ Needs 64 PROVIDER SOLUTIONS • • • • • Release of information (ROI) Medical record requests & retrieval Medical record audits & reviews Dynamic insights (AI) Forms management Core Service HEA L TH INFORM A TION MANAGEMENT • • • • High risk patient stratification High cost claimant/care gap analysis Clinical measures & reporting Practice provider and network performance V A L UE - B A SED CARE • • • • • Fraud, waste, and abuse Audit/denial mgmt services* Clinical validation Pre - submission claim review insights (AI) Coding & pricing audits PAYMENT INTEGRITY • • Diabetes prevention and management Heart disease (Ornish Lifestyle Medicine) • Obesity & nutrition support REMOTE PATIENT MONI T ORING Digital Platform PATIENT EN G A GEMENT** * available at end of Q2 ** deployment in progress

 

 

Engaging Patients Outside the Exam Room to Improve Outcomes, Quality, and Cost PROVIDER SOLUTIONS Patient benefits • Get better care • Convenient access to your provider • Live a healthier life 65 Clinician benefits • Earn more money • Be more effective • Work smarter

 

 

Driving Significant Near - Term Revenue Growth and Margin Expansion PROVIDER SOLUTIONS Contracts: Evergreen or multi - year Pricing: Performance - based and zero - invoice GTM: Channel partnerships Upsell: $3B to $4B opportunity Sales: Increased sales team size by 50% 66

 

 

Case Study: Sales Growth Through “Land and Expand” Strategy PROVIDER SOLUTIONS $1M $2M $3M $4M Contracted Integrated Hospital Network Land and expand example $4.2M $3.9M $3.4M $2.9M $2.9M $1.6M 0 2016 2017 2018 2019 2020 2021 Proven ability to “land and expand” with large health systems provides steady sustained growth Solutions: ROI and A udit 2020 2021 2020 2021 System - wide implementations accelerate growth to achieve revenue levels in months vs. years $300K $1M 0 $1M $2M $3M $4M 67 Combined $5M annually Revenue Cycle Enterprise Agreement Channel partnership example Large hospitals Regional hospitals $4.1M

 

 

Case Study: Growth for Physician ACO Account PROVIDER SOLUTIONS 8 / 20 1 5 , 000 1 2 / 20 5 0 , 000 2 0 / 20 6 5 , 000 2 0 / 20 100,000 Phase 1: $ 100K Services: • • ROI MIPS quality reporting NUMBER OF SPECIA L TIES WE SE R VE NUMBER OF P A TIEN T S WE SERVE Phase 2: $225K Services: • • • • ROI MIPS quality reporting Audit ACO MSSP + + Phase 3: $504K - $1.5M Services: • • • ROI MIPS quality reporting Audit • • ACO MSSP + DM education Phase 4: $3M+ Services: • • • • ROI MIPS quality reporting Audit ACO MSSP • DM education • • + R emote patient monitoring + Digital engagement 68

 

 

PROVIDER SOLUTIONS Total Addressable Market Channel Addressable Market ($B) Remote patient monitoring & value - based care $23.3B Health Information Management $6.4B Payment integrity $2.4B Total $32.1B 3 69

 

 

Reimagining the Healthcare Experience with Wellstar PROVIDER SOLUTIONS Candice L. Saunders , President and CEO Together, we are building on our vision for the healthcare system of the future that empowers the consumer 70

 

 

Robust Platform Digitally Connecting Providers and Patients 71 PROVIDER SOLUTIONS

 

 

Comprehensive Admin Console to Manage Patients 72 PROVIDER SOLUTIONS

 

 

PROVIDER SOLUTIONS 2021 KPIs Demonstrate Revenue Growth Momentum: 1. The pricing for these medical record requests is generally on a per - record basis. 2. Growth in medical records processed is driven from new client sales, as well as expansion of existing clients’ site coverage (potential to expand to 4,000 additional sites with current clients alone) Medical records processed Millions 73 0 1 3 4 5 2020A 2021E 5 4 6K 4.2M MEDICAL RECORDS PROCESSE D (2020) CONTR A CTED CLIENTS 4.2M 5M

 

 

Driving Significant Near - Term Revenue Growth and Margin Expansion PROVIDER SOLUTIONS Expand product portfolio • Deploy value - based care and payment integrity across 6,000 clients • Integrate denial management services & remote patient monitoring • Sharecare - enabled clinician to close gaps - in - care Expand customer footprint • Continue momentum with organic growth with new health system and payor clients • Opportunity to expand top 25 currently contracted clients to additional 4,000+ sites • Leveraging channel partnerships to increase penetration into the MSK space and increase sales velocity • Leverage deep relationships in employer and health plan space to cross - sell payment integrity solutions 74

 

 

75 Q &A

 

 

DIVERSIFIED REVENUE & S C ALE Consumer Solutions 76

 

 

Key Strategic Driver for Consumer Acquisition, Content Creation and Data - Driven Digital Activation 77 CONSUMER SOLUTIONS KEY LIFE SCIENCES CLIEN T S: 100M first - party user database Significant content library and video capabilities Over 2.5M highly - engaged followers across our social platforms, more than all our competitors combined Real - time health profiling engine delivers 400K new users per month Strong ROI performance validated by 160 third - party measured campaigns $56M* $65M* 16%* 2020 revenue 2021 revenue of 2021 revenue Products include: • • Lead generation Sponsorships • Audience targeting • Condition - specific marketing * estimated; 2020 revenue figure excludes $4M in sales from discontinued operations

 

 

A Proven Performer with the Most Sophisticated Marketers in Health CONSUMER SOLUTIONS A CTI V A TION Sharecare exposes patient to relevant, personalized content and experiences that drive action • • Patient receives tools and resources to talk to health care professional Retargeting to reinforce brand messaging • MLR e xpertise for sponsored content SIGNIFI C ANT INVE S TMEN T S Sharecare has a track record with the most discerning digital marketers in healthcare. Full accountability on programs proves success. ONB O ARDING Sharecare uniquely identifies and targets the right hyper - targeted condition audiences The most accurate 1st party data ~108M members profiled CONVERSION Experts at getting patients to convert: 1. Patient goes to doctor 2. Patient receives Rx 3. Patient fills Rx 4. Measure actions and results NBRx is matched back to medical claims data 78

 

 

Innovative Program Driving High - Value Actions CONSUMER SOLUTIONS Robust content headquarters • • • • • $1.5M booked YTD ‘21 + new migraine brand launch $1.85M in ‘20 $800K in ’19 Most efficient endemic partner for actions Highest audience quality Migraine client Interactive patient story Interactive doctor discussion tool Hyper - targeted media “Migraine Watch” video channel 79

 

 

World - Class Content Library and Capabilities CONSUMER SOLUTIONS 100s of contributing experts Renowned health advisory board 265K+ pieces of content 188 health organization partnerships 80 48K+ original videos Video studio, virtual reality lab, Sharecare Windows Created by award - winning in - house teams to meet the needs of patients and brands

 

 

Engaging with Consumers on Social CONSUMER SOLUTIONS 2.5M+ engaged followers across social • • • More followers than Anthem and United Health Group combined Instagram interaction rate 42x TODAY and Good Morning America Content experts from Harpo, CNN, Hearst, Bloomberg, Conde Nast, NBC News, Meredith Social reach and growth: Facebook page likes: 256 K + followers (+370% Y o Y) 6M video views (+220% YoY) (+237x NBC News Health; 51x Healthline) 15M impressions +29% Y o Y 1 . 1M subs, +100% Y o Y (13 . 7M video views, +225% Y o Y) 81

 

 

New consumers profiled to qualify for relevant health offers and info • • • Custom questions Hyper - specific targeting Immediate action • 45M+ completions • 100+ questions per test • Standard questions • Demographics, conditions, attitudes, emotions, actions First Party Health Data Advantage CONSUMER SOLUTIONS Behavioral Data, Search and Social 108M Sharecare members profiled health & condition data 1 st party health data with email addresses encrypted and seamlessly integrated with major AdTech vendors in the space, giving Sharecare the capability to activate qualified patients across the web 82 71M Verified email addresses targetable unified IDs

 

 

First Party Data Fuels Sharecare's Proven Performance 83 CONSUMER SOLUTIONS Based on 160 third party measured campaigns Source: National condition prevalence numbers from national associations, U.S. Department of Health and Human Services, and CDC; Sharecare internal database; Sharecare internal analytics; Independent third party analysis from Crossix, IQVIA, and Symphony Health; CDC Physician Visits; * 160 campaigns used to measure our performance; Past 3 years *Applies to Campaigns measured by Crossix only 80%+ campaigns exceed 3 rd party benchmar k s; % treating 90%+ campaigns exceed client benchmarks; % diagnosed AUD I ENCE QUALITY SCA L E ROI NPS ACTION Average NPS lift 73% - Primary Care 1,226% - Specialty 28M doctor visits/ branded discussions Incremental ROI 3:1 to 8:1 - Primary Care 7:1 to 21:1 - Specialty EN G A G E - MENT Display CTR 2x - 4x Video CTR 4x - 9x vs industry benchmark ~340K new patient starts from 160 measured campaigns

 

 

C ase Stu d y : T op 10 P harma C ompa n y 84 CONSUMER SOLUTIONS Patient - centric innovation and data - driven performance has made Sharecare a leading digital partner for CLIENT in engaging brands with condition sufferers to drive patient outcomes. 9 100% first - to - market programs exceeding innovations brand KPI benchmar k s 3 major industry awards for content & innovation KEY HIGHLIGH T S First - to - market innovation Leveraging interactive, personalized, and VR - based technology : chatbot, interactive patient stories, 3 D modules Proven results driving growth Highest audience quality, most efficient reach Y o Y Growth indications brands 2019 2020 2021 booked 2 Year growth % Revenue ($) $3.08M $5.5M $9.26M 300% Number of 8 10 12 50% Number of 6 6 7 17%

 

 

85 CONSUMER SOLUTIONS Competitive Landscape: Digital Healthcare Advertising is Accelerating 2020 digital ad spend increased 14%+ to $ 9 .5B. 2021 is forecasted to increase another 18% to ~$11.3B. (DTC Pharma Digital Advertising TAM: $1.46B) High Quality Players DTC endemic health platforms DTC non - endemic health platforms Search, Social & S treaming Niche & Health Communities Organic Scale Traditional Media: Digital Extensions Programmati c & Data Source: eMarketer, IQVIA, FiercePharma (other digital includes directory/classified, email, lead generaiton, mobile messaging https:// www.fiercepharma.com/marketing/pharma - and - healthcare - spending - more - digital - advertising

 

 

• Enterprise digital therapeutics made available as a new revenue stream via DTC paid apps • Launch of new Unwinding from Sharecare product in 2021 with estimated revenue of over $1M; 80% growth forecasted i n 2022 • Mindfulness category competitor (i.e. Calm), incorporating Sharecare Windows library, clinically validated behavioral health mini courses, tools, mental health chatbot • $1.2B T AM growing 11% annually New Consumer Opportunities CONSUMER SOLUTIONS • Virtual observational and post - market surveillance research study platform driven by AI • Data collected by smart phone and trained using AI to produce personalized health insights to benefit individuals and communities • Edge - native environment for anyone to contribute with privacy - preserved • 2023 TAM $8.3B for observational studies 86

 

 

Outlook CONSUMER SOLUTIONS Key Highlights • Healthcare marketing expected to grow 18% in 2021 • Stellar campaign performance in 2020 has created great momentum • Sharecare’s first party health data is a competitive advantage • Vast content library of unparalleled quality utilized across Sharecare • Revenue opportunities from leveraging existing Sharecare assets • Strong results expected for consumer in 2021 and beyond Expanding Existing Assets SDOH 87

 

 

Q &A 88

 

 

C A TEGO R Y OF ONE Differentiated Financial Performance 89

 

 

Key Financial Highlights DIFFERENTIATED FINANCIAL PERFORMANCE R evenue visibility • Recurring revenue driven by multi - year contracts • • Adjusted EBITDA positive with continued operating leverage Medium - term opportunity to drive gross margin and adjusted EBITDA margins to 55% and 25%, respectively • Platform positioned to capture significant digital health opportunity • Launched new digital therapeutics product line with $1B opportunity from existing clients • Introduced health security and vaccine adherence solutions • Diversified customer base drives opportunity to upsell to existing clients and cross - sell across our divisions Expanded customer base with major enterprise client wins – Centene, Humana, Delta – with significant pipeline of potential clients • Growth Profitability Scale 90

 

 

91 DIFFERENTIATED FINANCIAL PERFORMANCE Delivering Accelerated Growth Achieve scale profitability through significant operating leverage Projected Financial Summary ($, in millions) NOTE: Adjusted EBITDA reflects removal of non - cash operating expenses (stock option compensation expense), severance and acquisition - related costs; projections include doc.ai acquisition, 2021 forecast includes $3.9M of IPO - related operating expenses 2020E 2021E 2022E 2023E 20 - 23E CAGR Medium term Revenue 1 $330 $408 $533 $653 26% $1,000 Gross profit 169 208 286 364 29% 550 Gross margin 51% 51% 54% 56% - 55% Adjusted EBITDA $31 $31 $61 $101 46% $250 Adjusted EBIT D A margin 9% 8% 11% 15% - 25% 1 Revised revenue forecast includes $12M in projected doc.ai revenue for 2021 stub period

 

 

9 5 % of 2 0 21 is C ont r a c t e d as of T o d a y DIFFERENTIATED FINANCIAL PERFORMANCE Focusing the growth story: Base case provides substantial growth with further opportunity for upside 2020E – 2021E Revenue Bridge ($, in millions) $330 $48 $25 $408 $5 Enterprise Provider Consumer 2021E total 2020E total 92 Enterprise: • • Reflects new client wins including Centene, Humana, and Delta Digital therapeutics programs assume only ~2% penetration of contracted SAM of $1B Health security revenue opportunity of $5 - 30M per state (expanding to health systems and payor partners as well) Includes doc.ai acquisition • • Provider (95% booked/covered for 2021): • • Growth of core offerings in - line with historical trends Go - get supported by substantial pipeline of potential incremental revenue for 2021

 

 

2021 KPIs Demonstrate Revenue Growth Momentum: Enterprise DIFFERENTIATED FINANCIAL PERFORMANCE Eligible lives Millions 5 2 0 7 10 2020A 2021E 1. Eligible lives is a metric which is a leading indicator of revenue growth for the enterprise digital platform and other digital solutions 2. Generate revenue multiple ways – primarily on a per member/per month basis, or per enrolled member basis 3. Eligible lives grow by addition of new clients, but also within the existing client base as Sharecare solutions are extended to new health plan employer groups, and additional covered populations (Medicaid, exchange) 9 , 70 0 ,00 0 .0 8,845,526.0 8.8M 93 9 . 7 M 8.8M ELIGIBLE LIVES (2020)

 

 

2021 KPIs Demonstrate Revenue Growth Momentum: Provider DIFFERENTIATED FINANCIAL PERFORMANCE 1. The pricing for these medical record requests is generally on a per - record basis. 2. Growth in medical records processed is driven from new client sales, as well as expansion of existing clients’ site coverage (potential to expand to 4,000 additional sites with current clients alone) Medical records processed Millions 94 0 1 3 4 5 2020A 2021E 5 4 6K 4.2M MEDICAL RECORDS PROCESSE D (2020) CONTR A CTED CLIENTS 4.2M 5M

 

 

Sustained Growth into 2022 and Beyond DIFFERENTIATED FINANCIAL PERFORMANCE Key business initiatives driving growth in 2021 projected to continue through 2022 2021E – 2022E Revenue Bridge ($, in millions) 2021E total $408 $90 $27 $8 $533 Enterprise Provider Consumer 2022E total Enterprise: 95 • “Land and expand” existing relationships • • Scale existing health plans and other enterprise clients Activation of marketplace solutions at the same rate as in 2021 ( ~4% of contracted S AM of $1B ) • New clients • Continue adding other health plans and key enterprise clients • Expand health security • Scale facility readiness and digital vaccine assistant Provider: • • • New client growth consistent with historical rates Expand value - based care & remote patient monitoring Payment integrity growth through reinsurance brokers and other reseller partnerships

 

 

2022 Growth Drivers: Enterprise DIFFERENTIATED FINANCIAL PERFORMANCE Sharecare’s core revenue growth levers for 2022 are centered on building embedded client relationships to optimize enrollments and upsell complementary solutions, as well as ramping new clients with increased sales resources – segment will enter 2022 at $270M revenue run - rate. • Grow tentpole customers , across Blues/Medicaid/Medicare Advantage 96 Expand current accounts • Upside to expand into 40M, 25M and 16M eligible lives with three clients alone • Upsell digital therapeutics • Drive increased activations Add new logos • • • Significant investment in sales (105 new salespeople) driving pipeline In discussions with new states, providers, and payors, as well as the federal government, to expand health security footprint Cross - sell 200+ hospital customers in provider Introduce new products • Co - developing new digital health offerings with key partners to bring to market in Q1 2022, including healthcare advocacy • Expand digital therapeutics into new categories – driven by condition prevalence, client demand, and market opportunity • Exploring hypertension ($40.4B TAM) as a potential expansion vertical

 

 

2022 Growth Drivers: Provider DIFFERENTIATED FINANCIAL PERFORMANCE Sharecare’s core provider revenue growth levers for 2022 are centered on adding new clients to our robust 6K+ customer portfolio, through key distribution partners and direct sales efforts – segment will enter 2022 at $120M revenue run - rate. Expand current accounts 97 base of 6,000+ clients • Expand provider solutions to additional 4K sites that exist within our customer • Added 50% to our sales team to increase velocity Add new logos • Leverage key channel partners to accelerate sales (MSK, cardio) • Momentum on closing new ACO partnerships in 2021 to increase CMS gainsharing revenue potential in 2022 • Expanding new payment integrity partnerships Introduce new products • Remote patient monitoring

 

 

Successful Execution of Repositioning and Integration DIFFERENTIATED FINANCIAL PERFORMANCE Sharecare acquired Healthways’ Population Health division in August 2016 Unprofitable Profitable 98 • Planned for over $90M degradation of unprofitable, legacy contracts while focusing on digitally - enabled revenue streams and high - value clients • Retained $150M in revenue from large customers with significant headroom to grow • Managed through many dissatisfied clients while preserving key accounts like CareFirst, Anthem, and State of Georgia • Acquired lifestyle & disease management coaching products driving digital therapeutics business 2017 $241M REVENUE 2020 $190M REVENUE Established the foundation that sets up Sharecare for accelerated growth Highly - accretive, transformative acquisition consummated for net purchase price of $5M

 

 

Historical Financial Summary DIFFERENTIATED FINANCIAL PERFORMANCE ($, in millions) • Normalized revenue reflects annual growth for the core, high - value segments and clients • Focus on operational efficiency driving increased profitability during Healthways turnaround • 2020 adversely impacted by COVID: Elective surgery, physicians visits, and in - patient diabetes visits reduced 2017A 2018A 2019A 2020E Enterprise solutions (reported) $241 $210 $203 $190 Total revenue (reported) $347 $342 $340 $330 Enterprise solutions (normalized) $151 $160 $181 $190 T ota l revenu e (normalized ) $257 $292 $318 $330 8.1% 8.8% CAGR% (7.5%) (1.6)% 99

 

 

Built for Scale and Accelerated Revenue Growth DIFFERENTIATED FINANCIAL PERFORMANCE • • New digital therapeutics programs Market entry into adjacent verticals • Establish partnerships to continue to bring leading offerings to our customers • Deliver innovative AI solutions • Penetration of health security, vaccine assistant products • • Cross - sell opportunities across our businesses Drive enrollments and engagement for digital therapeutics • Identified pipeline of potential new customers , including health plans, employers, providers NEW CLIENTS EXPAND WITH EXISTING CLIENTS NEW PRODUC T S PARTNERSHIPS INORGANIC GR O WTH (M&A) Multiple paths to $1B+ of medium - term revenue 100

 

 

C A TEGO R Y OF ONE Acquisition Expertise 101

 

 

M&A Is a Core Competency ACQUISITION EXPERTISE • Our management team has completed multiple successful acquisitions • We have been active in the digital health space and plan to remain acquisitive • The market should expect us to close at least one transaction per year • We have historically used illiquid common stock as currency, but plan to use a combination of cash and stock going forward • In determining the mix of capital, we will be deliberate in managing equity dilution • Greater flexibility in deal consideration will allow for an expanded universe of opportunities to consider 102

 

 

M&A Approach 103 ACQUISITION EXPERTISE Sharecare’s acquisition strategy is designed to accelerate profitable revenue growth, build upon Sharecare's leadership and brand equity in digital health, and create sustainable shareholder value. Characteristics of attractive acquisitions: • • • • • Broadens the product portfolio (upsell and cross - sell opportunities) Increases client TAM (point solutions/digital therapeutics) Expands customer footprint (clients/members) Provides additive technology (AI) Accretive from a revenue and/or EBITDA perspective (drives shareholder value)

 

 

M&A Process ACQUISITION EXPERTISE Roadmap is developed to address internal needs by business unit 104 • • Driven by market - and client - specific requirements “Try before we buy” to partner with targets prior to acquiring the assets Proactive sourcing strategy • • • • Extensive database of opportunities Senior management leverages long - standing networks Entrepreneurs often reach out to express interest in being acquired Support from investment banking community Hyper focus on integration: sales, product development, synergies

 

 

C A TEGO R Y OF ONE Transaction Overview 105

 

 

Pro Forma Capitalization and Ownership 106 TRANSACTION OVERVIEW Post - Money Valuation at Close Key Deal Considerations: Pro Forma Ownership: • Up to $770M of cash from Falcon and PIPE investors • $401M of PF cash at closing to drive additional investments and M&A • $275M of secondary sale relative to $450M of total invested capital • R epresents less than 7% of total PF equity value • Pro - Rata selling of secondary shares by senior leadership in the transaction • Post - money EV/2021E revenue of 9.5x Estimated T ransaction Sources & Uses 1 1 Gives effect to surrender 15% of Founder shares held by Sponsor and a transfer of 5% to a Sharecare charity. 75% of the remaining 80% to convert to Class A shares upon closing of the merger. Balance subject to stock price - performance based earnouts. Assumes no earnout or warrant exercise at closing. Assumes no redemptions. 2 $25 - 50M of convertible preferred stock, 5 - year mandatory redemption, terms to be finalized per definitive documentation. Note: Includes the $175M acquisition of doc.ai, with consideration in the form of $146M in stock and $29M in cash. • Sharecare investors and insiders to own 80% • Proper alignment with senior management and employees for long - term value creation • Senior management/employee ownership (incl. stock options): 22% • Senior leadership locked up for 12 months (subject to performance triggers) • S P A C IPO/PIPE investors will own 20% ($ in millions) Sources Cash from Falcon Capital Acquisition Corp. $345 Cash from PIPE 425 Strategic preferred investment 2 25 Total Sources $795 Uses Cash to existing shareholders $275 Cash to balance sheet 401 Cash to repay existing debt 65 Estimated transaction expenses 54 Total uses $795 ($ In millions) PF transaction Sharecare pre - money equity value $ 3,768 (+) S P A C IPO shares 345 (+) PIPE & strategic preferred investment 450 (+) Founder shares ¹ 56 ( - ) Secondary sale (275) Total equity value $ 4,343 (+) Debt at close 0 ( - ) Cash at close (401) PF Enterprise value $ 3,942 PF EV / 21E revenue 9.5 x

 

 

C A TEGO R Y OF ONE All Together Better 107

 

 

108 Category of One C omp r ehens i v e Platform Diversified Revenue & Scale Data & Inn o v ation Innovative digital health platform based on human - centric design. Diversified portfolio with opportunity to capture $1B++ in incremental revenue from existing customers . At the intersection of technology, healthcare, and media creating data - driven solutions. Positioned for success with strong revenue visibility, scale, and profitability. Di ff e r entia t e d Financial Performance Watch: Sharecare - Category of One

 

 

109 Q &A

 

 

A p p endix

 

 

111 Dif f e r entia t e d Financial Performance 2017A 2018A 2019A Net Loss ($43) ($55) ($40) Interest income (0) (0) (0) Interest expense 19 26 29 L oss on share of equity method investment 1 2 – Other expense 0 0 1 Income tax (expense) benefit 3 0 0 L oss from operations ($20) ($27) ($10) Depreciation & amortization 17 20 24 Transaction/closing costs 2 3 3 Stock option expense 2 8 4 Severance 5 4 4 Adjusted EBITDA $6 $8 $25 Reconciliation to Historical Adjusted EBITDA ($, in millions)