PRELIMINARY — SUBJECT TO COMPLETION — DATED MAY 11, 2021

PROXY STATEMENT OF
FALCON CAPITAL ACQUISITION CORP.
PROSPECTUS FOR
397,361,123 SHARES OF CLASS A COMMON STOCK OF
FALCON CAPITAL ACQUISITION CORP. (WHICH WILL BE RENAMED SHARECARE, INC.)

On February 10, 2021, the board of directors of Falcon Capital Acquisition Corp., a Delaware corporation (“FCAC,” “we,” “us,” or “our”), unanimously approved an agreement and plan of merger, dated February 12, 2021, by and among FCAC, FCAC Merger Sub Inc., a wholly-owned subsidiary of FCAC (“Merger Sub”), Sharecare, Inc. (“Sharecare”), and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders (the “Stockholder Representative”) (as may be amended and/or restated from time to time, the “Merger Agreement”). If the Merger Agreement is adopted by FCAC’s stockholders and the transactions under the Merger Agreement are consummated, Merger Sub will merge with and into Sharecare, after which the separate corporate existence of Merger Sub will cease and Sharecare will survive the merger as a wholly-owned subsidiary of FCAC (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, FCAC will be renamed “Sharecare, Inc.” and is referred to herein as “New Sharecare” as of the time following such change of name.

Under the Merger Agreement, FCAC has agreed to acquire all of the outstanding equity interests of Sharecare for approximately $3.79 billion in aggregate consideration, which includes up to $275.0 million in cash (the “Cash Consideration”). As consideration, each Sharecare stockholder (other than holders of the Sharecare Series D Preferred Stock (as defined herein)) will have the right to receive a portion of the Cash Consideration (to the extent available) and shares of common stock of New Sharecare. Each holder of shares of common stock, par value $0.001 per share, of Sharecare (“Sharecare common stock”) issued and outstanding immediately prior to the effective time of the Business Combination (the “effective time”) shall be automatically deemed to have made a proper election to receive cash with respect to (i) if such holder owns a number of shares of Sharecare common stock that represents 7.75% or more of such holder’s Aggregate Equity (as defined herein), with respect to a number of shares equal to 7.75% of such holder’s Aggregate Equity and (ii) if such holder owns a number of shares of Sharecare common stock that represents less than 7.75% of such holder’s Aggregate Equity, with respect to all of such holder’s shares of Sharecare common stock (each such share, a “Cash Electing Share”), and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value (as defined herein). If (A) the sum of the aggregate number of Dissenting Shares (as defined herein) and the aggregate number of Cash Electing Shares multiplied by (B) the Per Share Merger Consideration Value (the “Aggregate Cash Election Amount”) exceeds the Cash Consideration, then each Cash Electing Share will convert into the right to receive (x) an amount in cash equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Cash Consideration and denominator of which shall be the Aggregate Cash Election Amount (the “Cash Fraction”) and (y) a number of validly issued, fully paid shares of New Sharecare common stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction. Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any shares of Sharecare common stock that are not Cash Electing Shares (“Stock Electing Shares”), and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration (as defined herein) for each Stock Electing Share.

The Cash Consideration will not be payable to Sharecare stockholders if, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, there is not at least $401.0 million in cash to first be retained on the balance sheet of New Sharecare (the “Balance Sheet Threshold”). Although Sharecare currently has sufficient liquidity to fund its future operations, the Balance Sheet Threshold was mutually agreed upon between FCAC and Sharecare based upon, among other things, considerations such as the amount of cash liquidity reasonably necessary to fund growth initiatives, support marketing efforts, provide additional working capital and for other general corporate purposes. If the Balance Sheet Threshold is not satisfied, all consideration to Sharecare stockholders (other than holders of the Sharecare Series D Preferred Stock) will be in the form of shares of common stock of New Sharecare. Holders of the Sharecare Series D Preferred Stock will receive shares of New Sharecare Series A Preferred Stock as consideration (but will not be entitled to any Cash Consideration). For more detailed information on the cash and stock allocations see “Cash Consideration” on page 23 and “Stock Consideration” on page 24. It is estimated that Cash Consideration will be approximately $275.0 million if there are no redemptions and that there will be no Cash Consideration if more than 30.1 million public shares are redeemed by FCAC stockholders. See “Sources and Uses of Funds for the Business Combination” on page 33 for more information.

At the effective time, each option to purchase shares of the Sharecare common stock (a “Sharecare option”) that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a stock option (a “closing New Sharecare option”) to acquire shares of New Sharecare common stock with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time (the “original option terms”) provided that the number of shares of New Sharecare common stock underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by an exchange ratio determined in accordance with the Merger Agreement, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the exchange ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of stock options to acquire shares of New Sharecare common stock (each, a “contingent option”) equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio (as defined herein), which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27. Each contingent option will have the same per share exercise price as each closing New Sharecare option and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions (as defined below) and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the closing date of the Business Combination (“Closing Date”) shall automatically be cancelled and terminate on the following day and the holder thereof will have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

Subject to certain exceptions, at the effective time, each warrant to purchase shares of Sharecare capital stock (each, a “Sharecare warrant”) that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a warrantholder that has entered into a support agreement (collectively, the “Sharecare Support Agreements”) with Sharecare and FCAC (a “Specified Warrantholder”), by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

In connection with the entry into the Merger Agreement, FCAC entered into non-redemption agreements with certain holders of FCAC Class A common stock, pursuant to which such holders agreed not to exercise their redemption rights in connection with the Business Combination (the “Non-Redemption Agreements”). The aggregate

number of shares of FCAC Class A common stock subject to the Non-Redemption Agreements is 4,197,245, which represents $41,972,450 million of otherwise exercisable redemption rights. The percentage of outstanding shares of FCAC common stock subject to the Non-Redemption Agreements is approximately 10% of the voting power of FCAC, which, when taken together with the shares held by our sponsor, Falcon Equity Investors LLC (the “Sponsor”), and our other Initial Stockholders (as defined herein) that are obligated to vote in favor of the Business Combination, represents approximately 30% of the voting power of FCAC.

The total maximum number of shares of New Sharecare common stock expected to be issuable at the closing of the Business Combination (the “Closing”) is 397,361,123, assuming maximum redemptions (including 287,487,331 shares of Sharecare common stock, 889,313 shares of Sharecare common stock underlying warrants, 107,484,479 shares of Sharecare options and 1,500,000 stockholder earnout shares (as defined below). Holders of shares of Sharecare capital stock will hold, in the aggregate, between approximately 75.8% and 84.6% of the issued and outstanding shares of New Sharecare common stock immediately following the closing of the Business Combination (the “Closing”). In addition, up to 5,000,000 shares of New Sharecare Series A Preferred Stock will be issued at Closing upon conversion of the Sharecare Series D Preferred Stock, which shares will be entitled to vote with the New Sharecare common stock on an as converted basis.

The Merger Agreement contemplates that at the Closing and (i) immediately prior to the effective time, the Sponsor will, in accordance with the Sponsor Agreement, deliver to an escrow agent, 1,713,000 shares of FCAC class B common stock which shares shall be allocated to the Sponsor (such shares, the “Sponsor Earnout Shares”), and (ii) immediately following the effective time, New Sharecare shall deliver electronically to the earnout escrow agent, an amount of shares of New Sharecare common stock equal to the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time multiplied by the Earnout Ratio (the “stockholder earnout shares” and, together with the Sponsor Earnout Shares, the “earnout shares”), which shares shall be allocated on a pro rata basis among the Sharecare stockholders who have received shares of New Sharecare common stock in accordance with the Merger Agreement (the “stockholder earnout group”). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

The earnout shares shall be released and delivered such that (i) one-half of the earnout shares will be released and distributed if the volume-weighted average price of shares of New Sharecare common stock equals or exceeds $12.50 per share for 20 of any 30 consecutive trading days or New Sharecare consummates a transaction resulting in stockholders having the right to receive consideration equal to or exceeding $12.50 per share, and (ii) one-half of the earnout shares will be released and distributed if the volume-weighted average price of shares of New Sharecare common stock equals or exceeds $15.00 per share for 20 of any 30 consecutive trading days or New Sharecare consummates a transaction resulting in stockholders having the right to receive consideration equal to or exceeding $15.00 per share (the conditions described in clauses (i) and (ii), the “earnout conditions”). If the earnout conditions have not been satisfied following the fifth anniversary of the Closing, any earnout shares remaining in the earnout escrow account shall be automatically released to New Sharecare for cancellation and neither the members of the stockholder earnout group nor the Sponsor shall have any right to receive such earnout shares or any benefit therefrom. At Closing, FCAC will transfer 428,250 shares of New Sharecare common stock to a charitable foundation designated by Sharecare to support well-being initiatives from global to hyperlocal — that embody the company’s spirit of “sharing care” and demonstrate a commitment to positively impacting community health.

Immediately prior to the effective time of the Business Combination, each of the currently issued and outstanding shares of FCAC Class B common stock will automatically convert, on a one-for-one basis, into shares of New Sharecare common stock in accordance with the terms of the Current Charter.

FCAC’s units, Class A common stock and public warrants are publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “FCACU,” “FCAC” and “FCACW,” respectively. FCAC intends to apply to list the New Sharecare common stock and public warrants on Nasdaq under the symbols “SHCR” and “SHCRW,” respectively, upon the Closing of the Business Combination. New Sharecare will not have units traded following the Closing.

FCAC will hold a special meeting of stockholders (the “Special Meeting”) to consider matters relating to the Business Combination. FCAC cannot complete the Business Combination unless FCAC’s stockholders consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby. FCAC is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

Unless adjourned, the Special Meeting of the stockholders of FCAC will be held at         , New York City time, on         , 2021 at         . In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, FCAC has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting          and using a control number assigned to you by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus and provided to them by their holder of record.

This proxy statement/prospectus provides you with detailed information about the Business Combination. It also contains or references information about FCAC and New Sharecare and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 41 for a discussion of the risks you should consider in evaluating the Business Combination and how it will affect you.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing         . This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at         .

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated         , 2021, and is first being mailed to stockholders of FCAC on or about         , 2021.

FALCON CAPITAL ACQUISITION CORP.

660 Madison Avenue
New York, NY 10065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON         , 2021

TO THE STOCKHOLDERS OF FALCON CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of the stockholders of Falcon Capital Acquisition Corp., a Delaware corporation (“FCAC,” “we,” “us” or “our”), will be held at         , New York City time, on         , 2021 at         . You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(a)     Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to adopt the agreement and plan of merger, dated February 12, 2021, by and among FCAC, FCAC Merger Sub Inc., a wholly-owned subsidiary of FCAC (“Merger Sub”), Sharecare, Inc. (“Sharecare”) and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders (the “Stockholder Representative”) (as may be amended and/or restated from time to time, the “Merger Agreement”) and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Sharecare, after which the separate corporate existence of Merger Sub will cease and Sharecare will survive the merger as a wholly-owned subsidiary of FCAC (we refer to the transactions contemplated by the Merger Agreement as the “Business Combination” and we refer to this proposal as the “Business Combination Proposal”);

(b)    Proposal No. 2 — The Charter Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved, the proposed fourth amended and restated certificate of incorporation of FCAC, which includes a certificate of designations for the Series A Preferred Stock (“Series A Preferred Stock”) (the “Proposed Charter”), which will replace FCAC’s third amended and restated certificate of incorporation, dated September 21, 2020 (the “Current Charter”) and will be in effect upon the Closing (we refer to this proposal as the “Charter Proposal”);

(c)     Proposal No. 3 — The Advisory Charter Proposal — to consider and vote upon a separate proposal to approve, on a non-binding advisory basis, the following material difference between the Proposed Charter and the Current Charter, which is being presented in accordance with the requirements of the SEC as a separate sub-proposal (we refer to this proposal as the “Advisory Charter Proposal”);

Under the Proposed Charter, New Sharecare will be authorized to issue 615,000,000 shares of capital stock, consisting of (a) 600,000,000 shares of common stock, par value $0.0001 per share and (b) 15,000,000 shares of preferred stock, par value $0.0001 per share, including 5,000,000 shares of New Sharecare Series A Preferred Stock, as opposed to the Current Charter which authorizes FCAC to issue 401,000,000 shares of capital stock, consisting of (y) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (z) 1,000,000 shares of preferred stock, par value $0.0001 per share.

(d)    Proposal No. 4 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (i) shares of FCAC Class A common stock and the New Sharecare Series A Preferred Stock pursuant to the terms of the Merger Agreement and (ii) shares of FCAC Class A common stock to certain investors (the “PIPE Investors”) in connection with the Private Placement, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Stock Issuance Proposal”);

(e)     Proposal No. 5 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved, the Sharecare, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”), a copy of which is attached to this proxy statement/prospectus as Annex E, including the authorization of the initial share reserve under the Incentive Plan (we refer to this proposal as the “Incentive Plan Proposal”);

(g)    Proposal No. 6 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, and the Incentive Plan Proposal (together the “condition precedent proposals”) would not be duly approved by our stockholders or we determine that one or more of the Closing conditions under the Merger Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

Only holders of record of shares of FCAC’s Class A common stock and Class B common stock (collectively, “FCAC Shares”) at the close of business on         , 2021 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any further adjournments or postponements of the Special Meeting.

We will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the proxy statement/prospectus (and any documents incorporated into the proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, FCAC’s board of directors (the “FCAC Board”) has determined that each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal are in the best interests of FCAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of FCAC’s directors and officers may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of FCAC and its stockholders and what they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of FCAC’s Directors and Officers in the Business Combination” in the proxy statement/prospectus for a further discussion.

Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal and the Advisory Charter Proposal are not conditioned on the approval of any other proposal. However, if the Business Combination Proposal is not approved, the Advisory Charter Proposal will have no effect, even if approved by our stockholders.

In connection with our initial public offering (the “IPO”), our Initial Stockholders (consisting of Falcon Equity Investors LLC, a Delaware limited liability company (our “Sponsor”), Edgar Bronfman Jr., Karen Finerman and Michael Ronen) and our directors at the time of our IPO entered into a letter agreement to vote their shares of FCAC Class B common stock purchased prior to our IPO (the “founder shares”), as well as any shares of FCAC Class A common stock sold as part of the units by us in our IPO (the “public shares”) purchased by them during or after our IPO, in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. As of the date hereof, our Initial Stockholders own approximately 20% of our total outstanding common stock.

Pursuant to the Current Charter, a holder of public shares (a “public stockholder”) may request that FCAC redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to         , New York City time, on         , 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, FCAC’s transfer agent (the “Transfer Agent”), that FCAC redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If the Business Combination is consummated and a public stockholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1.0 million) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of April 1, 2021, this would have amounted to approximately $10.00 per public share. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with our consent, until the closing of the Business Combination (the “Closing”). If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FCAC instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Furthermore, FCAC entered into subscription agreements (the “Subscription Agreements”) with the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase immediately prior to the Closing an aggregate of 42,585,000 shares of FCAC Class A common stock at a purchase price of $10.00 per share. In connection with the Closing, all of the issued and outstanding shares of FCAC Class A common stock, including the shares of FCAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Sharecare common stock.

All FCAC stockholders are cordially invited to attend the Special Meeting which will be held in virtual format. You will not be able to physically attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a stockholder of record holding shares of FCAC Shares, you may also cast your vote at the Special Meeting electronically by visiting         . If your shares are held in an account at a brokerage firm or

bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote electronically, obtain a proxy from your broker or bank. The Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of FCAC Shares, voting as a single class. Accordingly, if you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as a vote “AGAINST” the Charter Proposal. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing         . This notice of special meeting is and the proxy statement/prospectus relating to the Business Combination will be available at         .

Thank you for your participation. We look forward to your continued support.

        , 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF FCAC CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF FCAC CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF FCAC CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Table of Contents

“DTC” means The Depository Trust Company.

“doc.ai” means doc.ai Incorporated, a Delaware corporation.

“doc.ai acquisition” means the acquisition of doc.ai by the Company in pursuant to the terms of the doc.ai Acquisition Agreement.

“doc.ai Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of January 25, 2021, by and among doc.ai, the Company and certain other parties thereto.

“Earnout Ratio” means (a) $1,500,000, divided by (b) the sum of the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis).

“Equity Financing” means aggregate amount of cash actually invested in (or contributed to) FCAC by the third party equity investors pursuant to any Subscription Agreements.

“Equity Value” means the sum of (a) $3.6 billion less (b) the amount by which the Payoff Indebtedness outstanding immediately prior to Closing exceeds $65.0 million plus (c) the amount by which (i) the outstanding liabilities and obligations of FCAC with respect to the Business Combination (including with respect to transaction expenses of FCAC) at the Closing (but prior to repayment thereof at the Closing) exceeds (ii) $44.0 million plus (d) if consummated prior to the Closing, the amount of Strategic Financing plus (e) if Sharecare consummates the doc.ai acquisition prior to the Closing, $192.5 million less (f) $25.0 million. For the avoidance of doubt, the amount described in sub-clause (c) of this definition of Equity Value shall not be less than $0.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the ratio determined by dividing (a) the Per Share Merger Consideration Value, by (b) the Closing Share Price.

“FASB” means the Financial Accounting Standards Board.

“FCAC” means Falcon Capital Acquisition Corporation, a Delaware corporation (which, after the Closing will change its name to Sharecare, Inc.).

“FCAC Board” means the board of directors of FCAC.

“FCAC Class A common stock” means the shares of Class A common stock, par value $0.0001 per share, of FCAC.

“FCAC Class B common stock” means the shares of Class B common stock, par value $0.0001 per share, of FCAC.

“FCAC Shares” means, collectively, the FCAC Class A common stock and FCAC Class B common stock.

“GAAP” means United States generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Initial Stockholders” means the Sponsor and FCAC’s independent directors.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means FCAC’s initial public offering, consummated on September 21, 2020, through the sale of 34,500,000 units at $10.00 per unit.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Merger Agreement” means that Agreement and Plan of Merger, dated February 12, 2021, by and among FCAC, Merger Sub, Sharecare, and Colin Daniel, solely in his capacity as representative of the Sharecare stockholders, the Stockholder Representative.

“Merger Sub” means FCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of FCAC.

“Minimum Proceeds Condition” means the minimum aggregate cash amount that FCAC must have available at Closing from the Trust Account, equal to $400.0 million (after giving effect to redemptions of public shares, if any), PIPE Investors and the Strategic Financing.

“Morrow” means Morrow Sodali, proxy solicitor to FCAC.

“Nasdaq” means The Nasdaq Stock Market LLC.

“New Sharecare” means Sharecare, Inc., a Delaware corporation (which, prior to consummation of the Business Combination, was known as Falcon Capital Acquisition Corp. (“FCAC” herein)).

“New Sharecare Board” means the board of directors of New Sharecare.

“New Sharecare common stock” means the shares of common stock, par value $0.0001 per share, of New Sharecare, which are entitled to one vote per share.

“New Sharecare management” means the management of New Sharecare following the consummation of the Business Combination.

“New Sharecare Series A Preferred Stock” means the shares of Series A convertible preferred stock, par value $0.0001 per share, of New Sharecare to be issued at Closing upon conversion of the Sharecare Series D Preferred Stock issued in the Strategic Financing (including any additional shares of Sharecare Series D Preferred Stock issuable pursuant to certain anti-dilution rights of the holders of the Sharecare Series D Preferred Stock).

“Non-Redemption Agreements” means certain non-redemption agreements with certain holders of FCAC Class A common stock, pursuant to which such holders agree not to exercise their redemption rights in connection with the Business Combination.

“Payoff Indebtedness” means the certain indebtedness identified in the confidential disclosure letter delivered by Sharecare to FCAC concurrently with the execution of the Merger Agreement.

“Per Share Merger Consideration” means with respect to any share of Sharecare common stock issued and outstanding immediately prior to the effective time, a number of shares of New Sharecare common stock equal to the Exchange Ratio.

“Per Share Merger Consideration Value” means (a) the Equity Value divided by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock (other than the Series D Preferred Stock), including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, (ii) the total number of shares of Sharecare Series D Preferred Stock issued and outstanding as of immediately prior to the effective time and (iii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis.

“PIPE Investors” means certain investors who are party to the Subscription Agreements.

“Private Placement” means the issuance of an aggregate of 42,585,000 shares of FCAC Class A common stock pursuant to the Subscription Agreements to the PIPE Investors immediately before the Closing, at a purchase price of $10.00 per share.

“Private Placement Warrants” means the 5,933,334 warrants issued to our Sponsor concurrently with our IPO, each of which is exercisable for one share of FCAC Class A common stock.

“Proposed Bylaws” means the proposed amended and restated bylaws to be adopted by FCAC immediately prior to the Closing (and which at and after the Closing will operate as the bylaws of New Sharecare), a copy of which is attached as Annex C to this proxy statement/prospectus.

“Proposed Charter” means the proposed fourth amended and restated certificate of incorporation, which includes a certificate of designations for the New Sharecare Series A Preferred Stock (a copy of which is attached as Annex B-1 to this proxy statement/prospectus), to be adopted by FCAC pursuant to the Charter Proposal immediately prior to the Closing (and which at and after the Closing will operate as the fourth amended and restated certificate of incorporation of New Sharecare), a copy of which is attached as Annex B to this proxy statement/prospectus.

“public shares” means shares of FCAC Class A common stock included in the units issued in the IPO.

“Public stockholders” means holders of public shares.

“Public Warrants” means the warrants included in the units issued in the IPO, each of which is exercisable for one share of FCAC Class A common stock, in accordance with its terms.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into in connection with the Closing, by and among Sharecare, FCAC, the Strategic Investor, certain Sharecare stockholders and certain FCAC stockholders.

“Sharecare” means Sharecare, Inc., a Delaware corporation.

“Sharecare capital stock” means the Sharecare common stock and each other class or series of capital stock of Sharecare (including preferred stock).

“Sharecare common stock” means the common stock, par value $0.001 per share, of Sharecare.

“Sharecare option” means each option to purchase shares of Sharecare common stock.

“Sharecare Series D Preferred Stock” means the Series D redeemable convertible preferred stock, par value $0.001 per share, to be issued by Sharecare in the Strategic Financing (including any additional shares of Sharecare Series D Preferred Stock issued pursuant to applicable anti-dilution rights of the holders of the Sharecare Series D Preferred Stock). For a discussion of the Sharecare Series D Preferred Stock anti-dilution rights, see the section of this proxy statement/prospectus titled “The Business Combination Proposal — The Private Placement and Strategic Financing.”

“Sharecare stockholder” means each holder of Sharecare capital stock.

“Sharecare warrant” means each warrant to purchase shares of Sharecare capital stock.

“Specified Warrantholder” means a holder of Sharecare warrants that has executed a Sharecare Support Agreement.

“Sponsor” means Falcon Equity Investors LLC, a Delaware limited liability company.

“Sponsor Shares” means the aggregate of 8,625,000 shares of FCAC Class B common stock held by the Sponsor.

“Stock Electing Shares” means each share of Sharecare common stock that is not a Cash Electing Share.

“Stockholder Representative” means Colin Daniel, solely in his capacity as representative of the Sharecare stockholders.

“Subscription Agreements” means the subscription agreements, each dated as of February 12, 2021, between FCAC and the PIPE Investors, pursuant to which FCAC has agreed to issue an aggregate of 42,585,000 shares of FCAC Class A common stock to the PIPE Investors immediately before the Closing at a purchase price of $10.00 per share.

“Surviving Company” means the surviving corporation, New Sharecare, resulting from the merger of the Merger Sub with and into Sharecare.

“Termination Date” means August 31, 2021.

“Transaction Bonuses” means the transaction bonuses payable to certain members of New Sharecare management upon completion of the Business Combination, which in the aggregate shall not exceed $10 million.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the Trust Account of FCAC that holds the proceeds from FCAC’s IPO and the private placement of the Private Placement Warrants.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of September 21, 2020, between FCAC and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company.

“Units” means the units of FCAC, each consisting of one share of FCAC Class A common stock and 1/3rd of one public warrant of FCAC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of FCAC and Sharecare. These statements are based on the beliefs and assumptions of the management of FCAC and Sharecare. Although FCAC and Sharecare believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither FCAC nor Sharecare can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “possible,” “continue,” “might,” “potential” or “intends” or similar expressions. Certain forward-looking statements are based on projections prepared by, and which are the responsibility of, Sharecare’s management. Ernst & Young, Sharecare’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The Ernst & Young report included in this proxy statement/prospectus relates to historical financial information of Sharecare. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, to:

•        meet the Closing conditions to the Business Combination, including approval by stockholders of FCAC and the availability of at least $400.0 million of cash in FCAC’s Trust Account (after giving effect to redemptions of public shares, if any), the proceeds received from PIPE Investors and the proceeds received from the Strategic Financing;

•        realize the benefits expected from the Business Combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability to obtain and/or maintain the listing of New Sharecare’s common stock on Nasdaq following the Business Combination;

•        New Sharecare’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•        statements relating to the business, operations and financial performance of Sharecare prior to the Business Combination, and New Sharecare after the Business Combination, including:

•        expectations with respect to financial and business performance of Sharecare or New Sharecare, including financial projections and business metrics and any underlying assumptions thereunder;

•        future business plans and growth opportunities, including revenue opportunity available from new or existing clients and expectations regarding the enhancement of platform capabilities and addition of new solution offerings;

•        developments and projections relating to New Sharecare’s competitors and the digital healthcare industry;

•        the impact of the COVID-19 pandemic on Sharecare’s business and the actions New Sharecare may take in response thereto;

•        expectations regarding future acquisitions, partnerships or other relationships with third parties

•        New Sharecare’s future capital requirements and sources and uses of cash, including New Sharecare’s ability to obtain additional capital in the future; and

•        other factors detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks and occurrence of events described under the heading “Risk Factors” and other sections of this proxy statement/prospectus are not exhaustive and could adversely affect the business, financial condition or results of operations of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can FCAC or Sharecare assess the impact of all such risk factors on the business of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to FCAC or Sharecare or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. FCAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:     Why am I receiving this proxy statement/prospectus?

A:     FCAC is proposing to consummate the Business Combination with Sharecare. FCAC, Merger Sub, Sharecare and the Stockholder Representative, solely in his capacity as the representative of the Sharecare stockholders, have entered into the Merger Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Merger Agreement is attached hereto as Annex A. FCAC urges its stockholders to read the Merger Agreement in its entirety.

The Merger Agreement must be adopted by the FCAC stockholders in accordance with the DGCL and FCAC’s Current Charter. FCAC is holding a Special Meeting to obtain that approval. FCAC stockholders will also be asked to vote on certain other matters described in this proxy statement/prospectus at the Special Meeting and to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination.

THE VOTE OF FCAC STOCKHOLDERS IS IMPORTANT. FCAC STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Q:     Why is FCAC proposing the Business Combination?

A:     FCAC was formed 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.

Based on its due diligence investigations of Sharecare and the industry in which it operates, including the financial and other information provided by Sharecare in the course of FCAC’s due diligence investigations, the FCAC Board believes that the Business Combination with Sharecare is in the best interests of FCAC and its stockholders and presents an opportunity to increase stockholder value. However, there can be no assurances of this.

Although the FCAC Board believes that the Business Combination with Sharecare presents a unique business combination opportunity and is in the best interests of FCAC and its stockholders, the FCAC Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” for a discussion of the factors considered by the FCAC Board in making its decision.

Q:     When and where will the Special Meeting take place?

A:     The FCAC Special Meeting will be held on              , 2021, at               New York City time, at              .

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the FCAC Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The FCAC Board believes that this is the right choice for FCAC and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of FCAC’s stockholders, directors and management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting              . To participate in the virtual meeting, you will need a 12-digit control

number assigned by Continental Stock Transfer & Trust Company. The meeting webcast will begin promptly at              , New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Q:     What matters will be considered at the Special Meeting?

A:     The FCAC stockholders will be asked to consider and vote on the following proposals:

•        a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal”);

•        a proposal to approve, assuming the Business Combination Proposal is approved, the Proposed Charter (the “Charter Proposal”);

•        a proposal to approve, on a non-binding advisory basis and as required by applicable SEC guidance, a certain material difference between the Current Charter and the Proposed Charter (the “Advisory Charter Proposal”);

•        a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (i) shares of New Sharecare common stock and New Sharecare Series A Preferred Stock pursuant to the terms of the Merger Agreement and (ii) shares of FCAC Class A common stock to the PIPE Investors in connection with the Private Placement (the “Stock Issuance Proposal”);

•        a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved, the Sharecare 2021 Omnibus Incentive Plan (the “Incentive Plan Proposal”); and

•        a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the condition precedent proposals would not be duly approved by our stockholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived (the “Adjournment Proposal”).

Q:     Is my vote important?

A:     Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by the FCAC stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary vote outlined below. Only FCAC stockholders as of the close of business on              , 2021, the record date for the Special Meeting, are entitled to vote at the Special Meeting. The FCAC Board unanimously recommends that such FCAC stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, and “FOR” the approval of the Adjournment Proposal.

Q:     If my shares are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:     No. A “broker non-vote” occurs when a broker submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owners on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     What FCAC stockholder vote is required for the approval of each proposal brought before the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal?

A:     The Business Combination Proposal.    Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Business Combination Proposal. Our Initial Stockholders have agreed to vote their shares in favor of the Business Combination. The shares of FCAC Common Stock held by our Sponsor and the other Initial Stockholders that are obligated to vote in favor of the Business Combination, represents approximately 20% of the voting power of FCAC. Accordingly, if all of our outstanding shares were to be voted, we would only need the additional affirmative vote of shares representing approximately 31% of the outstanding shares in order to approve the Business Combination. Because the Business Combination only requires a majority of the votes cast at the Special Meeting in order to be approved and because a quorum will exist at the Special Meeting if a majority of the outstanding FCAC Shares as of the record date are present, the Business Combination could be approved by the additional affirmative vote of shares representing as little as 25% of the outstanding FCAC Shares, or approximately 6% of the FCAC Class A common stock outstanding.

The Charter Proposal.    Approval of the Charter Proposal requires the affirmative vote of at least a majority of the outstanding FCAC Shares entitled to vote thereon, voting as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the Charter Proposal.

The Advisory Charter Proposal.    Approval of the Advisory Charter Proposal, which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Advisory Charter Proposal.

The Stock Issuance Proposal.    Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Stock Issuance Proposal.

The Incentive Plan Proposal.    Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Incentive Plan Proposal.

The Adjournment Proposal.    Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

Q:     What will Sharecare’s equity holders receive in connection with the Business Combination?

A:     The aggregate value of the consideration paid in respect of Sharecare is approximately $3.79 billion. Sharecare stockholders (other than holders of the Sharecare Series D Preferred Stock) will have the right to receive a portion of the Cash Consideration (to the extent available) and shares of common stock of New Sharecare. A Sharecare stockholder will be automatically deemed to have made a proper election to receive cash with respect to its Cash Electing Shares, and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value. If the Aggregate Cash Election Amount exceeds the Cash Consideration, then each Cash Electing Share will convert into the right to receive (x) an amount in cash equal to the product of (1) the Per Share Merger Consideration Value and (2) the Cash Fraction and (y) a number of validly issued, fully paid shares of New Sharecare common stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction. Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time of the Business Combination (the “effective time”) shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any Stock Electing Shares, and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration (as defined herein) for each Stock Electing Share. The Cash Consideration will be equal to the lesser of (i) (A) the proceeds available

from the Trust Account established in connection with FCAC’s IPO, after giving effect to any and all redemptions of public shares and the payment of transaction expenses and indebtedness, plus (B) the funds received by FCAC in the Private Placement, plus (C) the amount of cash and cash equivalents of Sharecare (less the amount of proceeds of the Strategic Financing) determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day prior to the Closing Date, minus (D) the Transaction Bonuses, minus (E) $401.0 million; and (ii) solely to the extent reasonably necessary, based on the written advice of the Company’s nationally recognized tax counsel, to qualify either (A) the Business Combination as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 or (B) the Business Combination and the contributions by the equity investors of cash to FCAC in exchange for FCAC common stock through the Equity Financing pursuant to, and in accordance with the terms of the Merger Agreement and the Subscription Agreements, together as an integrated transaction described under Section 351 of the Internal Revenue Code of 1986, such amount designated by Sharecare to FCAC not less than three days prior to the Closing (provided that under no circumstances shall the Cash Consideration be less than $0). The Cash Consideration will not be payable to Sharecare stockholders if, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, the Balance Sheet Threshold is not met. Although Sharecare currently has sufficient liquidity to fund its future operations, the Balance Sheet Threshold was mutually agreed upon between FCAC and Sharecare based upon, among other things, considerations such as the amount of cash liquidity reasonably necessary to fund growth initiatives, support marketing efforts, provide additional working capital and for other general corporate purposes. If the Balance Sheet Threshold is not satisfied, all consideration to Sharecare stockholders (other than holders of Sharecare Series D Preferred Stock) will be in the form of shares of common stock of New Sharecare. If the Cash Consideration exceeds the aggregate amount of cash which the Sharecare stockholders elect to receive, the amount of such excess shall remain at Sharecare. Holders of Sharecare Series D Preferred Stock will receive stock consideration in the form of New Sharecare Series A Preferred Stock (but will not be entitled to any Cash Consideration). For more detailed information on the cash and stock allocations see “Cash Consideration” on page 23 and “Stock Consideration” on page 24. It is estimated that Cash Consideration will be approximately $275 million if there are no redemptions and that there will be no Cash Consideration if more than 30.1 million public shares are redeemed by FCAC stockholders. See “Sources and Uses of Funds for the Business Combination” on page 33 for more information.

At the effective time, each Sharecare option that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a closing New Sharecare option to acquire shares of New Sharecare common stock with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time provided that the number of shares of underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of contingent options to acquire shares of New Sharecare common stock equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio, which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

Each contingent option will have the same per share exercise price as each closing New Sharecare option and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate

on the following day and the holder thereof will have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

Subject to certain exceptions, at the effective time, each Sharecare warrant that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

Set forth below is an illustrative example of the consideration to be received by a Sharecare stockholder based on an aggregate 5,663,933 shares of Sharecare common stock outstanding as of May 11, 2021, on a fully-diluted basis.

____________

(1)      Includes warrants converting into shares of New Sharecare common stock at the Closing.

(2)      If more than 30.1 million public shares are redeemed by FCAC stockholders, then there will be no Cash Consideration. Given that the maximum redemption scenario contemplates the redemption of approximately 30.3 million public shares, representing a difference of 200,000 public shares that are subject to redemption, a third scenario presenting the redemption of 30.1 million public shares has not been separately presented.

(3)      Excludes contingent options.

Q:     What equity stake and voting power will current FCAC stockholders and Sharecare stockholders hold in New Sharecare immediately after the consummation of the Business Combination?

A:     It is anticipated that, upon completion of the Business Combination, the ownership interests and voting power in New Sharecare will be as set forth in the table below:

____________

(1)      Assumes that holders of 30,302,755 public shares exercise their redemption rights in connection with the Business Combination (maximum redemption scenario based on $345,042,590.04 held in trust as of April 1, 2021 and a redemption price of $10.00 per share).

(2)      Includes the up to 5,000,000 shares of New Sharecare Series A Preferred Stock issued at Closing upon conversion of the Sharecare Series D Preferred Stock, which will be entitled to vote on an as converted basis. Assumes that the aggregate cash consideration is $275.0 million in the no redemption scenario and that there will be no Cash Consideration in the maximum redemption scenario, based on estimated cash on hand at closing.

(3)      Excludes the 1,713,000 Sponsor Earnout Shares over which Sponsor exercises voting authority under the terms of the Earnout Escrow Agreement.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     A total of $345.0 million, including approximately $12.1 million of underwriters’ deferred discount and approximately $8.9 million of the proceeds of the sale of the Private Placement Warrants, was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of April 1, 2021, there were investments and cash held in the Trust Account of $345,042,590.04. These funds will not be released until the earlier of Closing or the redemption of our public shares if we are unable to complete an initial business combination by September 24, 2022, although we may withdraw the interest earned on the funds held in the Trust Account to pay franchise and income taxes and for working capital purposes (subject to an aggregate limit of $1,000,000).

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right?

A:     FCAC stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. However, we entered into Non-Redemption Agreements with certain holders of FCAC Class A common stock, pursuant to which such holders agreed not to redeem certain shares of FCAC’s Class A common stock. The aggregate number of shares of FCAC’s Class A common stock subject to such Non-Redemption Agreements is 4,197,245, which translates into approximately $42.0 million of otherwise exercisable redemption rights. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Proceeds Condition (though this condition may be waived by Sharecare). FCAC intends to notify FCAC stockholders by press release promptly after it becomes aware that Sharecare has waived this condition. Assuming funding by the PIPE Investors and of the Strategic Financing, the redemptions of public shares will have no effect on the Minimum Proceeds Condition. In addition, with fewer public shares and public stockholders, the trading market for New Sharecare common stock may be less liquid than the market for FCAC’s Class A common stock was prior to consummation of the Business Combination and New Sharecare may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Sharecare’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which FCAC’s public stockholders exercise the maximum allowed redemption rights.

Q:     What amendments will be made to the Current Charter?

A:     We are asking FCAC stockholders to approve the Proposed Charter that will be effective upon the consummation of the Business Combination. The Proposed Charter provides for various changes that the FCAC Board believes are necessary to address the needs of the post-Business Combination company, including, among other things: (i) the change of FCAC’s name to “Sharecare, Inc.”; (ii) the increase of the total number of authorized shares of capital stock, par value of $0.0001 per share, from 401,000,000 shares to 615,000,000 shares, consisting of 600,000,000 shares of common stock, par value $0.0001 per share, and 15,000,000 shares of preferred stock, par value $0.0001 per share, including 5,000,000 shares of New Sharecare Series A Preferred Stock; and (iii) the elimination of certain provisions specific to FCAC’s status as a blank check company.

Pursuant to Delaware law and the Current Charter, FCAC is required to submit the Charter Proposal to FCAC’s stockholders for approval. For additional information, see the section entitled “The Charter Proposal.”

Q:     What material negative factors did the FCAC Board consider in connection with the Business Combination?

A:     Although the FCAC Board believes that the acquisition of Sharecare will provide FCAC’s stockholders with an opportunity to participate in a combined company with significant growth potential, market share and a well-known brand, the FCAC Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that FCAC stockholders would not approve the Business Combination and the risk that significant numbers of FCAC stockholders would exercise their redemption rights. In addition, during the course of FCAC management’s evaluation of Sharecare’s operating business and its public company potential, management conducted detailed due diligence on certain potential challenges. Some factors that both FCAC management and the FCAC Board considered were (i) the concentration of Sharecare’s client base; (ii) Sharecare’s historical growth rates and its ability to significantly accelerate its growth rate; (iii) the competitive industry in which Sharecare operates; and (iv) Sharecare’s ability to adapt to changing market conditions, including due to COVID-19. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” as well as in the section entitled “Risk Factors — Risk Factors Relating to FCAC and the Business Combination.”

Q:     Do I have redemption rights?

A:     If you are a public stockholder, you have the right to request that FCAC redeem all or a portion of your public shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus under the heading “The Special Meeting — Redemption Rights” Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.”

If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

Our Initial Stockholders and our directors at the time of our IPO entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination. In addition, we entered into Non-Redemption Agreements with certain holders of FCAC’s Class A common stock, pursuant to which such holders agreed not to redeem certain shares of FCAC’s Class A common stock. The aggregate number of shares of FCAC’s Class A common stock subject to such Non-Redemption Agreements is 4,197,245, which translates into approximately $42.0 million of otherwise exercisable redemption rights.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:

(i)     (a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and Public Warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)    prior to              , New York City time, on              , 2021, (a) submit a written request to Continental Stock Transfer & Trust Company that FCAC redeem your public shares for cash and (b) deliver your public shares to Continental Stock Transfer & Trust Company, physically or electronically through The Depository Trust Company.

The address of Continental Stock Transfer & Trust Company is listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company directly and instruct them to do so.

Any public stockholder will be entitled to request that their public shares be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. For illustrative purposes, as of April 1, 2021, this would have amounted to approximately $10.00 per public share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to Continental Stock Transfer & Trust Company at the address listed under the question “Whom do I call if I have questions about the Special Meeting or the Business Combination?” below.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is              , 2021 (two business days prior to the date of the Special Meeting), and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company and later decide prior to the deadline for submitting redemption requests not to elect redemption, you may request that FCAC instruct Continental Stock Transfer & Trust Company to return the shares to you (physically or electronically). You may make such request by contacting Continental Stock Transfer & Trust Company at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by FCAC’s Chief Financial Officer prior to the deadline for submitting redemption requests. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company prior to              , New York City time, on              , 2021.

If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any FCAC warrants that you may hold.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of outstanding units must elect to separate the units into the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your units to be separated and delivered to the Transfer Agent prior to              , New York City time, on              , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result,

recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that you own or are deemed to own (including through the ownership of New Sharecare warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     How does the FCAC Board recommend that I vote?

A:     The FCAC Board recommends that the FCAC stockholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Adjournment Proposal. For more information regarding how the FCAC Board recommends that FCAC stockholders vote, see the section entitled “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination” beginning on page 94.

Q:     How do our Sponsor and the other Initial Stockholders intend to vote their shares?

A:     In connection with our IPO, our Initial Stockholders and our directors at the time of our IPO entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting. In addition, certain other beneficial owners of FCAC’s common stock have entered into support agreements with Sharecare, pursuant to which they have agreed to vote their shares in favor of the Business Combination (and each of the other proposals to be brought at the Special Meeting). These stockholders, together with our Initial Stockholders, collectively own approximately 20% of our issued and outstanding shares of common stock. Accordingly, if all of our outstanding shares were to be voted, we would need the affirmative vote of shares representing as little as 25% of the outstanding FCAC Shares, or approximately 6% of the FCAC Class A common stock outstanding.

Q:     May our Sponsor and the other Initial Stockholders purchase public shares or warrants prior to the Special Meeting?

A:     At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FCAC or its securities, the Initial Stockholders, Sharecare and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FCAC satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Initial Stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder.

Q:     Who is entitled to vote at the Special Meeting?

A:     The FCAC Board has fixed              , 2021 as the record date for the Special Meeting. All holders of record of FCAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. See the section entitled “Questions and Answers About the Business Combination and the Special Meeting — How can I vote my shares without attending the Special Meeting?” on page 18 for instructions on how to vote your FCAC Shares without attending the Special Meeting.

Q:     How many votes do I have?

A:     Each FCAC Stockholder of record is entitled to one vote for each FCAC Share held by such holder as of the close of business on the record date. As of the close of business on the record date, there were               outstanding FCAC Shares.

Q:     What constitutes a quorum for the Special Meeting?

A:     A quorum is the minimum number of stockholders necessary to hold a valid meeting.

A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FCAC Shares as of the record date present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum.

Q:     What is Sharecare?

A:     Sharecare, Inc. is a leading digital healthcare company that helps members consolidate and manage various components of their health in one place, regardless of where they are on their health journey.

Q:     What will happen to my FCAC Shares as a result of the Business Combination?

A:     If the Business Combination is completed, (i) each share of FCAC’s Class A common stock will remain outstanding and automatically become a share of New Sharecare common stock and (ii) each share of FCAC’s Class B common stock will be converted into one share of New Sharecare common stock. See the section entitled “The Business Combination Proposal — Consideration to Sharecare Stockholders and FCAC Stockholders” beginning on page 85.

Q:     Where will the New Sharecare common stock that FCAC stockholders receive in the Business Combination be publicly traded?

A:     Assuming the Business Combination is completed, the shares of New Sharecare common stock (including the New Sharecare common stock issued in connection with the Business Combination) will be listed and traded on Nasdaq under the ticker symbol “SHCR” and the Public Warrants will be listed and traded on Nasdaq under the ticker symbol “SHCRW”.

Q:     What happens if the Business Combination is not completed?

A:     If the Merger Agreement is not adopted by FCAC stockholders or if the Business Combination is not completed for any other reason by August 31, 2021, then we will seek to consummate an alternative initial business combination prior to September 24, 2022. If we do not consummate an initial business combination by

September 24, 2022, we will cease all operations except for the purpose of winding up and redeem our public shares and liquidate the Trust Account, in which case our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Q:     How can I attend and vote my shares at the Special Meeting?

A:     FCAC Shares held directly in your name as the stockholder of record of such FCAC Shares as of the close of business on              , 2021, the record date, may be voted electronically at the Special Meeting. If you choose to attend the Special Meeting, you will need to visit              , and enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. If your shares are held in “street name” by a broker, bank or other nominee and you wish to attend and vote at the Special Meeting, you will not be permitted to attend and vote electronically at the Special Meeting unless you first obtain a legal proxy issued in your name from the record owner. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting.

Q:     How can I vote my shares without attending the Special Meeting?

A:     If you are a stockholder of record of FCAC Shares as of the close of business on              , 2021, the record date, you can vote by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee.

Q:     What is a proxy?

A:     A proxy is a legal designation of another person to vote the stock you own. If you are a stockholder of record of FCAC Shares as of the close of business on the record date, and you vote by phone, by Internet or by signing, dating and returning your proxy card in the enclosed postage-paid envelope, you designate two of FCAC’s officers as your proxies at the Special Meeting, each with full power to act without the other and with full power of substitution. These two officers are Alan G. Mnuchin and Saif Rahman.

Q:     What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:     If your FCAC Shares are registered directly in your name with Continental Stock Transfer & Trust Company you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Direct holders (stockholders of record).    For FCAC Shares held directly by you, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your FCAC Shares are voted.

Shares in “street name.”    For FCAC Shares held in “street name” through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:     If a FCAC Stockholder gives a proxy, how will the FCAC Shares covered by the proxy be voted?

A:     If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FCAC Shares in the way that you indicate when providing your proxy in respect of the

FCAC Shares you hold. When completing the proxy card, you may specify whether your FCAC Shares should be voted FOR or AGAINST, or should be abstained from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:     How will my FCAC Shares be voted if I return a blank proxy?

A:     If you sign, date and return your proxy and do not indicate how you want your FCAC Shares to be voted, then your FCAC Shares will be voted “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Adjournment Proposal.

Q:     Can I change my vote after I have submitted my proxy?

A:     Yes. If you are a stockholder of record of FCAC Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

•        submit a new proxy card bearing a later date;

•        give written notice of your revocation to FCAC’s Chief Financial Officer, which notice must be received by FCAC’s Chief Financial Officer prior to the vote at the Special Meeting; or

•        vote electronically at the Special Meeting by visiting               and entering the control number found on your proxy card, voting instruction form or notice you previously received. Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy.

If your shares are held in “street name” by your broker, bank or another nominee as of the close of business on the record date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     Where can I find the voting results of the Special Meeting?

A:     The preliminary voting results are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, FCAC will file the final voting results of its Special Meeting with the SEC in a Current Report on Form 8-K.

Q:     Are FCAC Stockholders able to exercise dissenters’ rights or appraisal rights with respect to the matters being voted upon at the Special Meeting?

A:     No. FCAC stockholders are not entitled to exercise dissenters’ rights or appraisal rights under Delaware law in connection with the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of FCAC’s Class A Common Stock because it is currently listed on a national securities exchange and such holders are not required to receive any consideration (other than continuing to hold their shares of FCAC’s Class A common stock, which will become an equal number of shares of New Sharecare common stock after giving effect to the Business Combination). Holders of FCAC’s Class A common stock may vote against the Business Combination Proposal or redeem their FCAC Shares if they are not in favor of the adoption of the Merger Agreement or the Business Combination. Dissenters’ rights or appraisal rights are unavailable under Delaware law in connection with the Business Combination to holders of FCAC’s Class B Common Stock because they have agreed to vote in favor of the Business Combination.

Q:     Are there any risks that I should consider as a FCAC Stockholder in deciding how to vote or whether to exercise my redemption rights?

A:     Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 41. You also should read and carefully consider the risk factors of FCAC and Sharecare contained in the documents that are incorporated by reference herein.

Q:     What happens if I sell my FCAC Shares before the Special Meeting?

A:     The record date for FCAC stockholders entitled to vote at the Special Meeting is earlier than the date of the Special Meeting. If you transfer your FCAC Shares before the record date, you will not be entitled to vote at the

Special Meeting. If you transfer your FCAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Sharecare shares to the person to whom you transfer your shares.

Q:     What are the material U.S. federal income tax consequences of the Business Combination to me?

A:     Certain material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     When is the Business Combination expected to be completed?

A:     Subject to the satisfaction or waiver of the Closing conditions described in the section entitled “The Merger Agreement — Conditions to Closing” beginning on page 118, including the adoption of the Merger Agreement by the FCAC stockholders at the Special Meeting, the Business Combination is expected to close in the second quarter of 2021. However, it is possible that factors outside the control of both FCAC and Sharecare could result in the Business Combination being completed at a later time, or not being completed at all.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     FCAC has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. FCAC has agreed to pay Morrow a fee of $30,000, plus disbursements. FCAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FCAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. FCAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What are the conditions to completion of the Business Combination?

A:     The Business Combination is subject to satisfaction or waiver of the Closing conditions, including: (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act (which condition was satisfied upon expiration of the waiting period on March 31, 2021 at 11:59 p.m.), (ii) FCAC shall not have redeemed shares of its Class A common stock in an amount that would cause FCAC to have less than $5,000,001 of net tangible assets, (iii) the required stockholder approval of stockholders of FCAC shall have been obtained for the Business Combination, (iv) the required stockholder approval of stockholders of Sharecare shall have been obtained for the Business Combination, and (v) the common stock of New Sharecare to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq (which condition may be waived by the parties). Unless waived (to the extent permitted), if any of these conditions are not satisfied, the Business Combination may not be consummated. See the section entitled “The Business Combination Proposal.”

Q:     What should I do now?

A:     You should read this proxy statement/prospectus carefully in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or via the Internet as soon as possible so that your FCAC Shares will be voted in accordance with your instructions.

FCAC’s initial stockholders have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Our Initial Stockholders have agreed to vote their shares in favor of the Business Combination. The Initial Stockholders own approximately 20% of our outstanding shares prior to the Business Combination. Accordingly, it is more likely that the necessary stockholder approval for the Business Combination will be received than would be the case if our Initial Stockholders had agreed to vote their shares in accordance with the majority of the votes cast by our public stockholders.

FCAC’s initial stockholders, directors, officers, advisors and their affiliates may elect to purchase shares or Public Warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public “float” of our common stock.

FCAC’s initial stockholders, directors, officers, advisors or their affiliates may purchase public shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or Public Warrants in such transactions.

In the event that FCAC’s initial stockholders, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of public shares could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a Closing condition in the Merger Agreement that requires us to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

FCAC did not obtain an opinion from an independent investment banking or accounting firm, and consequently, there can be no assurance from an independent source that the price FCAC is paying is fair to FCAC from a financial point of view.

FCAC is not required to obtain an opinion from an independent investment banking or accounting firm that the price FCAC is paying in connection with the Business Combination is fair to FCAC from a financial point of view. The FCAC Board did not obtain a third-party valuation or fairness opinion in connection with its initial determination to approve and recommend the Business Combination. Accordingly, investors will be relying solely on the judgment of the FCAC Board in valuing Sharecare’s business, and assuming the risk that the FCAC Board may not have properly valued the Business Combination.

Subsequent to the consummation of the Business Combination, we may issue additional shares of New Sharecare common stock (including upon the exercise of warrants or conversion of New Sharecare preferred stock) which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Following the Business Combination, there will be 11,500,000 outstanding Public Warrants to purchase 11,500,000 shares of New Sharecare common stock at an exercise price of $11.50 per share, which warrants will become exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our IPO, which occurred on September 21, 2020. In addition, there will be 5,933,334 Private Placement Warrants outstanding exercisable for 5,933,334 shares of New Sharecare common stock at an exercise price of $11.50 per share. Sharecare has also entered into, and may in the future enter into, contractual arrangements with certain customers and other parties and earnout arrangements in connection with acquisitions that, in each case, provide for the issuance of Sharecare warrants and/or Sharecare common stock upon achievement of specified milestones (which, at Closing, will become obligations of New Sharecare). As of February 12, 2021, these agreements provide for the issuance

of up to 58,375 shares of Sharecare common stock and 172,499 warrants to purchase shares of Sharecare common stock. The New Sharecare Series A Preferred Stock will also be convertible into shares of New Sharecare common stock at a conversion price equal to the issue price of such preferred stock (the “Conversion Price”) (as converted in connection with the Business Combination), subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. Moreover, New Sharecare may issue a substantial number of additional shares of New Sharecare common stock (or securities convertible, exercisable or exchangeable for New Sharecare common stock) in the future, including in connection with contractual relationships with customers, acquisitions, pursuant to compensation arrangements or as a result of financing transactions. The issuance of additional shares of New Sharecare common stock as a result of any of the aforementioned transactions may result in dilution to the holders of New Sharecare common stock and increase in the number of shares eligible for resale in the public market. Sales of a substantial number of such shares in the public markets may adversely affect the market price of New Sharecare common stock, the impact of which is increased as the value of our stock price increases.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

New Sharecare will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of New Sharecare common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we give notice of redemption. If and when the warrants become redeemable by New Sharecare, New Sharecare may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders to (i) exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) sell the warrants at the then-current market price when the holder might otherwise wish to hold on to such warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.

In addition, New Sharecare may redeem your warrants after they become exercisable for a number of shares of New Sharecare common stock determined based on the redemption date and the fair market value of New Sharecare common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your warrants remained outstanding.

Even if we consummate the Business Combination, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding warrants is $11.50 per share of New Sharecare common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

Our stockholders will experience immediate dilution as a consequence of the issuance of New Sharecare common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Sharecare.

Assuming that no public stockholders exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, FCAC’s initial stockholders and public stockholders will hold 40,127,250 shares of New Sharecare common stock, or 11.7% of the outstanding common stock (including shares of New Sharecare common stock issuable upon conversion of the New Sharecare Series A Preferred Stock). Assuming that our public stockholders holding 30,302,755 public shares exercise their redemption rights in connection with the Business Combination, immediately after the consummation of the Business Combination, FCAC’s initial stockholders and public stockholders will hold 9,824,495 shares of New Sharecare common stock, or 2.9% of the outstanding common stock (including shares of New Sharecare common stock issuable upon conversion of the New Sharecare Series A Preferred Stock).

There are currently outstanding an aggregate of 17,433,334 warrants to acquire FCAC Class A common stock, which comprise 5,933,334 Private Placement Warrants held by FCAC’s initial stockholders at the time of FCAC’s IPO and 11,500,000 Public Warrants. Each of FCAC’s outstanding whole warrants is exercisable commencing the later of 30 days following the Closing and 12 months from the closing of our IPO, which occurred on September 21, 2020, for one share of FCAC Class A common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of FCAC Class A common stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully diluted share capital would increase by a total of 17,433,334 shares, with approximately $200 million paid to us to exercise the warrants.

Following the Business Combination, the New Sharecare Series A Preferred Stock will have, and any future series of New Sharecare preferred stock may have, rights and preferences that are senior, or in addition, to the rights and preferences of the New Sharecare common stock.

Upon consummation of the Business Combination, each share of Sharecare Series D Preferred Stock will, unless converted into New Sharecare common stock at the holder’s election, be automatically converted into New Sharecare Series A Preferred Stock. Moreover, the Proposed Charter, if adopted, will authorize the issuance by New Sharecare of up to 15,000,000 shares of New Sharecare preferred stock (including 5,000,000 shares of New Sharecare Series A Preferred Stock). The New Sharecare Series A Preferred Stock will have, and any future series of New Sharecare preferred stock may have, rights, preferences and privileges that are senior, or in addition, to the rights, preferences and privileges of the New Sharecare common stock. For example, the New Sharecare Series A Preferred Stock has a right to receive, upon a liquidation of New Sharecare, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of New Sharecare common stock. If New Sharecare was to file for bankruptcy, holders of New Sharecare preferred stock that remain outstanding would have a claim in bankruptcy that is senior to any claim holders of New Sharecare common stock would have. The New Sharecare Series A Preferred Stock is also subject to mandatory redemption by Sharecare on the fifth anniversary of its issue date. Future series of New Sharecare preferred stock may also have rights to dividends in priority to dividends on New Sharecare common stock. These rights, preferences and privileges of holders of New Sharecare preferred stock could negatively affect the investment of holders of New Sharecare common stock. Holder of New Sharecare common stock could potentially not receive dividends that they might otherwise have received and could receive less proceeds in connection with any future sale of New Sharecare, in liquidation or on any other basis.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although FCAC has conducted due diligence on New Sharecare, FCAC cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of FCAC’s or New Sharecare’s control will not later arise. As a result, New Sharecare may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New Sharecare reports charges of this nature could contribute to negative market perceptions about New Sharecare or its securities. In addition, charges of this nature may cause New Sharecare to violate net worth or other covenants to which it may be subject. Accordingly, any FCAC Stockholder who chooses to remain a stockholder of New Sharecare following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by FCAC’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of FCAC’s securities prior to the Closing may decline. The market values of FCAC’s securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which FCAC stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Merger Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of FCAC’s Class A common stock, the market value of New Sharecare common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the price of New Sharecare’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the stock of New Sharecare and trading in the shares of FCAC’s Class A common stock has not been active. Accordingly, the valuation ascribed to New Sharecare in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of New Sharecare securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and New Sharecare securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of New Sharecare’s securities may include:

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•        changes in the market’s expectations about New Sharecare’s operating results;

•        success of competitors;

•        operating results failing to meet the expectations of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning New Sharecare or the industry in which New Sharecare operates in general;

•        operating and stock price performance of other companies that investors deem comparable to New Sharecare;

•        ability to market new and enhanced products and services on a timely basis;

•        changes in laws and regulations affecting dour business;

•        commencement of, or involvement in, litigation involving New Sharecare;

•        changes in New Sharecare’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of shares of New Sharecare common stock available for public sale;

•        any major change in the New Sharecare Board;

•        sales of substantial amounts of New Sharecare common stock by our or New Sharecare’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you

may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Sharecare could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that New Sharecare common stock issued in connection with the Business Combination will be approved for listing on the Nasdaq following the Closing, or that we will be able to comply with the continued listing standards of the Nasdaq.

New Sharecare common stock and warrants are expected to be listed on the Nasdaq following the Business Combination. New Sharecare’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the Business Combination, the Nasdaq delists New Sharecare common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for our securities;

•        a determination that New Sharecare common stock is a “penny stock,” which will require brokers trading in New Sharecare common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Sharecare common stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The Current Charter states that we must complete our initial business combination by September 24, 2022. If we have not completed an initial business combination by then (or such later date as our stockholders may approve in accordance with the Current Charter), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the FCAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to the our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In such case, our public stockholders may only receive approximately $10.00 per share and our warrants will expire worthless.

We have no operating or financial history and our results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

We are a blank check company and we have no operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the combined company. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 combines the historical balance sheet of FCAC and Sharecare on a pro forma basis as if the Business Combination and related transactions had been consummated on December 31, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 combine the historical statements of operations of FCAC and 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 are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the combined company. Accordingly, the combined company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the funds held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. However, FCAC or Sharecare may waive one or more of the closing conditions without re-soliciting stockholder approval.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by FCAC stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Merger Agreement (as described under “The Merger Agreement — Conditions to Closing”), or that other Closing conditions are not satisfied. If FCAC does not complete the Business Combination, FCAC could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

•        negative reactions from the financial markets, including declines in the price of FCAC Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

However, the Business Combination is subject to satisfaction or waiver of the Closing conditions, including: (i) the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act (which condition was satisfied upon expiration of the waiting period on March 31, 2021 at 11:59 p.m.), (ii) FCAC shall not have redeemed shares of its Class A common stock in an amount that would cause FCAC to have less than $5,000,001 of net tangible assets, (iii) the required stockholder approval of stockholders of FCAC shall have been obtained for the Business Combination, (iv) the required stockholder approval of stockholders of Sharecare shall have been obtained for the Business Combination, and (v) the common stock of New Sharecare to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq (which condition may be waived in writing by the parties) and (vi) Sharecare shall have consummated the acquisition of doc.ai (which condition has been satisfied). The obligations of FCAC to complete the Business Combination are further conditioned on, in addition to certain Closing conditions, the consummation of the Strategic Financing (which condition has been satisfied). The obligations of Sharecare to complete the Business Combination are further conditioned on (which conditions may be waived by Sharecare), in addition to certain Closing conditions, (i) the current certificate of incorporation of FCAC shall have been amended and restated in the form contemplated by the Charter Proposal, (ii) the transactions contemplated by the Sponsor Agreement shall have been consummated as specified therein and (iii) satisfaction of the Minimum Proceeds Condition. Unless waived (to the extent permitted), if any of these conditions are not satisfied, the Business Combination may not be consummated.

Certain conditions to FCAC’s or Sharecare’s obligations to complete the Business Combination may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of FCAC and Sharecare. In the event of a waiver of a condition, the FCAC Board will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and re-solicitation of proxies is necessary. In the event that the FCAC Board determines any such waiver is not significant enough to require re-solicitation of its stockholders, it will have the discretion to complete the Business Combination without seeking further stockholder approval.

For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement — Conditions to Closing.”

Anti-takeover provisions contained in the Proposed Charter as well as provisions of Delaware law, could impair a takeover attempt.

The Proposed Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. New Sharecare is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for New Sharecare’s securities. These provisions will include:

•        no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of the New Sharecare Board;

•        the right of the New Sharecare Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on the New Sharecare Board;

•        a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; and

•        the requirement that a meeting of stockholders may only be called by members of the New Sharecare Board or the stockholders holding a majority of our shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

These provisions, alone or together, could delay hostile takeovers and changes in control of New Sharecare or changes in the New Sharecare Board and New Sharecare’s management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of outstanding New Sharecare common stock from engaging in certain business combinations without approval of the holders of substantially all of New Sharecare common stock. Any provision of the Proposed Charter or Proposed Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of New Sharecare common stock and could also affect the price that some investors are willing to pay for New Sharecare common stock. See “Description of New Sharecare Securities.”

The Proposed Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by New Sharecare’s stockholders, which could limit New Sharecare’s stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with New Sharecare or New Sharecare’s directors, officers or other employees.

If the Business Combination is consummated, the Proposed Charter will provide that, unless New Sharecare consents in writing to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of New Sharecare; (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of New Sharecare to New Sharecare or New Sharecare’s stockholders; (iii) action asserting a claim against New Sharecare or any director or officer arising pursuant to any provision of the DGCL or the Proposed Charter or Proposed Bylaws; or (iv) action asserting a claim against New Sharecare or any director or officer of New Sharecare governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit shall be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery of the State of Delaware within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, (C) for which the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware shall have concurrent jurisdiction. Subject to the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring an interest in any shares of New Sharecare’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Proposed Charter. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she or it believes to be favorable for disputes with New Sharecare or New Sharecare’s directors, officers or other employees, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Alternatively, if a court were to find these provisions of the Proposed Charter or unenforceable with respect to one or more of the specified types of actions or proceedings, New Sharecare may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect New Sharecare’s business, financial condition and results of operations and result in a diversion of the time and resources of New Sharecare’s management and board of directors.

FCAC Stockholder Redemption Risks

If our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our Class A common stock for a pro rata portion of the Trust Account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically

or electronically) to our Transfer Agent prior to 12:00 p.m., New York City time, on               , 2021. Stockholders electing to redeem their shares will receive their pro rata portion of the funds held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay our taxes, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The ability of FCAC stockholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that stockholders would have to wait for liquidation in order to redeem their stock.

At the time we entered into the Merger Agreement and related agreements for the Business Combination, we did not know how many stockholders would exercise their redemption rights, and therefore we structured the Business Combination based on our expectations as to the number of shares that will be submitted for redemption. The Merger Agreement requires us to have at least $401.0 million of aggregate cash proceeds available from the Trust Account, after giving effect to redemptions of public shares, if any, the Private Placement and the Strategic Financing. If a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.

Risks Related to Sharecare

Unless the context otherwise requires, references in this subsection “— Risks Related to Sharecare” to “we,” “us,” “our,” “the Company” and “Sharecare” generally refer to Sharecare in the present tense or New Sharecare from and after the Business Combination.

Risks Related to Business and Industry

Our industry is rapidly evolving and undergoing significant technological change. If we are not successful in adapting to this evolving environment and promoting and improving the benefits of our platform, our growth may be limited, and our business may be adversely affected.

The digital healthcare industry is characterized by rapid technological change, new product and service introductions, evolving industry standards, changing customer needs, and intense competition. In addition, there may be a limited-time opportunity to achieve and maintain a significant share of this market due in part to our rapidly evolving industry and the substantial resources available to our existing and potential competitors. It is uncertain whether our market will achieve and sustain high levels of demand and market adoption. In order to remain competitive, we are constantly evaluating the marketplace for ways to broaden and improve our client and member experience through product innovation, partnerships, and acquisitions.

Our success depends to a substantial extent on the willingness of individuals to increase their use of digital health platforms to manage their healthcare journey, our ability to demonstrate the value of our solutions to our current and future clients, and our ability to drive engagement and activation within the populations of current and future clients. If our existing or future clients do not recognize the benefits of our platform or we do not achieve sufficient engagement and activation of our clients’ populations, then the market for our solutions might develop more slowly than we expect, which could adversely affect our operating results.

We may be unable to compete effectively against our current and future competitors, which could have a material adverse effect on our results of operations, financial condition, business, and prospects.

The market for our solutions is highly competitive, rapidly evolving, and fragmented. We compete with other digital health technology companies that serve the needs of members across a broad set of health-related needs, typically through platforms focused on wellness/well-being, benefits navigation, and/or health navigation. We also face competition from many other vendors in the digital healthcare industry offering point solutions addressing only one specific aspect of a person’s health.

If one or more of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could materially adversely affect our ability to compete effectively. Our competitors may also establish or strengthen cooperative relationships with our current or future sponsors or partners, thereby limiting our ability to grow our strategic relationship with such parties. Our existing point solution partners may also develop new

capabilities over time that address similar needs to, and compete with, other portions of our platform. If we are unable to compete effectively with these competitors, our business, financial condition, and results of operations could be materially adversely affected.

Many of our competitors may also have longer operating histories and significantly greater financial, technical, marketing, and other resources than we have. As a result, some of these competitors may be in a position to devote greater resources to the development, promotion, sale, and support of their products and services and have offered, or may in the future offer, a wider range of products and services that are increasingly desirable to potential clients, and they may also use advertising and marketing strategies that (including loss-leaders) achieve broader brand recognition or acceptance.

We derive a material portion of our revenue from our largest clients. The loss, termination, or renegotiation of any contract could negatively impact our results.

Historically, we have relied on a limited number of our largest clients for a material portion of our total revenue and accounts receivable. One client accounted for 16%, 17% and 16% of our revenue for the years ended December 31, 2018, 2019 and 2020, respectively. For the years ended December 31, 2018, 2019 and 2020, our top 10 clients accounted for 49%, 44% and 44% of our revenue, respectively. The sudden loss of any of our largest clients or the renegotiation of any of our largest client contracts could adversely affect our results of operations. In the ordinary course of business, we engage in active discussions and renegotiations with our clients regarding the solutions we provide and the terms of our client agreements, including our fees. As our clients’ businesses respond to market dynamics and financial pressures, and as our clients make strategic business decisions with respect to the lines of business they pursue and programs in which they participate, we expect that certain of our clients will, from time to time, seek to restructure their agreements with us. In the ordinary course of our business, we renegotiate the terms of our agreements with our clients in connection with renewals or extensions of these agreements. These discussions and future discussions could result in reductions to the fees and changes to the scope of services contemplated by our original client contracts and consequently could negatively impact our revenue, business, and prospects.

Because we rely on a limited number of our largest clients for a material portion of our revenue, we depend on the creditworthiness of these clients. If the financial condition of our clients declines, our credit risk could increase. Should one or more of our significant clients declare bankruptcy, be declared insolvent, or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenue, the collectability of our accounts receivable, affect our bad debt reserves and negatively impact our net income.

Our sales cycles can be long and complicated and requires considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.

The timing of our sales and related revenue recognition is difficult to predict because of the length of our sales cycle, particularly with respect to our enterprise clients which include a range of clients from large employers and health systems to government agencies and health plans. The sales cycle for our solutions from initial contact with a potential client to enrollment launch varies widely, ranging from less than six months to well over a year. Some of our enterprise clients undertake a significant and lengthy evaluation process, including to determine whether our platform meets their unique healthcare needs, which frequently involves evaluation of not only our platform but also an evaluation of other available services and solutions, which has in the past resulted in extended sales cycles. Our sales efforts involve educating our clients about the ease of use, technical capabilities, and potential benefits of our platform. Once an enterprise client enters into an agreement with us, we then explain the benefits of our solutions again to eligible employees to encourage them to sign up as members. During the sales cycle, we expend significant time and money on sales and marketing activities, which lowers our operating margins, particularly if no sale occurs. There are many other factors specific to clients that contribute to the timing of their purchases and the variability of our revenue recognition, including budgetary constraints, funding authorization, and changes in their personnel. In addition, the significance and timing of our product enhancements, and the introduction of new products by our competitors, may also affect our clients’ purchases. For all of these reasons, it is difficult to predict whether a sale will be completed, the particular period in which a sale will be completed or the period in which revenue from a sale will be recognized.

It is possible that in the future we may experience even longer sales cycles, more complex client needs, higher upfront sales costs, and less predictability in completing some of our sales as we continue to expand our direct sales force, expand into new territories, and market additional solutions. Our sales process is also subject to being lengthened as a result of ongoing travel restrictions and business interruptions caused by the COVID-19 pandemic. Moreover, we may in the future enter into agreements under which we will not receive any payments or recognize any revenue until we complete a lengthy implementation cycle. If our sales cycle lengthens or our substantial upfront sales and implementation investments do not result in sufficient sales to justify our investments, our revenue could be lower than expected and it could have a material adverse effect on our business, financial condition, or results of operations.

We have also historically experienced some unpredictability and cyclicality in the timing for recognizing revenue, with higher revenue in some quarters compared with others. For example, with respect to our enterprise clients, and in particular our clients with contract years commencing at the beginning of a calendar year, we record a disproportionate amount of revenue from such clients during the fourth quarter of our fiscal year relative to the first three quarters of our fiscal year. In addition, we have also historically recorded disproportionately higher revenue from our consumer solutions in the fourth quarter of our fiscal year as a result of our sponsors committing incremental marketing dollars available for the fiscal year. If these cyclical fluctuations in our business become more pronounced in the future, our business, financial condition and results of operations may be exposed to further risks.

If our existing clients do not continue or renew their contracts with us, renew at lower fee levels or decline to purchase additional solutions from us, it could have a material adverse effect on our business, financial condition, and results of operations.

We expect to derive a significant portion of our revenue from renewal of existing client contracts and sales of additional solutions to existing clients. As part of our growth strategy, for instance, we are focused on offering additional solutions to our existing clients in order to enhance member experience, improve clinical results, and increase our revenue per year. We also believe there is significant opportunity to cross-sell our provider solutions to existing accounts. As a result, expanding the solutions that we provide to our existing client base is critical to our future business, revenue growth, and results of operations.

Factors that may affect our ability to sell additional solutions include, but are not limited to: the price, performance, and functionality of our solutions; the availability, price, performance, and functionality of competing solutions; our ability to develop and sell complementary applications and services; the stability, performance, and security of our hosting infrastructure and hosting services; changes in healthcare, data privacy and other laws, regulations, or trends; and the business environment and development of our clients.

With respect to our enterprise clients, contracts with health plans and integrated healthcare systems generally range from three to five years, with several comprehensive strategic agreements extending up to ten years in length, while contracts with large employers generally have two- to four-year terms. Provider revenue is based on the volume of health document requests fulfilled and also from subscription fees for various technology related services that assist providers with efficiency, productivity, quality, performance and risk-adjustment tools, billing contract compliance and enhanced patient care. Subscription fees are recognized ratably over a one- to three-year contractual period. Our provider channel’s revenue is based on the volume of health document requests fulfilled and subscription fees for various technology-related services that assist providers with performance and risk-adjustment tools, billing contract compliance and enhanced patient care. Subscription fees are recognized ratably over a one- to three-year contractual period. Our clients generally have no obligation to renew their contracts for our solutions after the initial terms expire. In addition, our clients may negotiate terms less advantageous to us upon renewal, which may reduce our revenue from these clients. Our future results of operations also depend, in part, on our ability to expand into new clinical specialties and across care settings and use cases. If our clients fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels or fail to purchase new solutions from us, our revenue may decline, or our future revenue growth may be constrained.

In addition, after the initial contract term, a significant number of our client contracts allow clients to terminate such agreements for convenience at certain times, typically with an advance notice. If a client terminates its contract early and revenue and cash flows expected from a client are not realized in the time period expected or not realized at all, our business, financial condition, and results of operations could be adversely affected.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture and our business may be harmed.

We believe that our culture has been and will continue to be a critical contributor to our success. We expect to continue to hire aggressively as we expand, and we believe our corporate culture has been crucial in our success and our ability to attract highly skilled personnel. If we do not continue to develop our corporate culture or maintain and preserve our core values as we grow and evolve both in the United States and internationally, we may be unable to foster the innovation, curiosity, creativity, focus on execution, teamwork, and the facilitation of critical knowledge transfer and knowledge sharing we believe we need to support our growth. Moreover, our anticipated headcount growth and our status as a public company may result in a change to our corporate culture, which could harm our business.

Economic uncertainty or downturns, particularly as it impacts particular industries, could adversely affect our business and operating results.

In recent years, global markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. This uncertainty has been exacerbated in particular by the ongoing COVID-19 pandemic and the associated quarantines, interruptions in travel and business disruptions. Economic uncertainty and associated macroeconomic conditions make it extremely difficult for our clients and us to accurately forecast and plan future business activities and could cause our clients to slow spending on our platform, which could delay and lengthen sales cycles. Furthermore, during uncertain economic times our clients may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. Our clients’ ability to make timely payments to us may also be impacted by their own customers’ financial condition or ability to gain timely access to credit causing payments to our clients to be delayed. If our clients are not able to make timely payments to us, we may be required to increase our allowance for doubtful accounts and our business, financial condition, and results of operations could be materially negatively impacted.

Furthermore, we have enterprise clients in a variety of different industries. A significant downturn in the economic activity attributable to any particular industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on healthcare matters. In addition, our enterprise clients may delay or cancel healthcare projects or seek to lower their costs by renegotiating vendor contracts. Such delays or reductions in general healthcare spending may disproportionately affect our revenue. Also, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our clients.

We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, of any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially adversely affected.

The growth of our business relies, in part, on the growth and success of our enterprise clients and the number of members with access to our offerings, which are difficult to predict and are affected by factors outside of our control. If the number of members of the populations of our enterprise clients decreases or the number of those members that utilize our solutions decreases, our revenue will likely decrease.

Under most of our enterprise client contracts, we base our fees on the number of individuals enrolled in the solutions subscribed to by our enterprise clients. In addition, some fees are subject to credits if certain performance criteria are not met, which in some cases depend on the behavior and health of our members, such as their continued engagement with our solutions, and other factors outside of our control. Many factors may lead to a decrease in the number of individuals covered by our enterprise clients and the number of solutions subscribed to by our clients, including, but not limited to: natural attrition of members of our enterprise clients’ populations; decline in prevalence of employer-sponsored healthcare or private health insurance coverage; continued acceptance of our solutions by members and prospective members; the timing of development and release of new solutions; introduction and development of features and functionality that are lower cost alternatives by our competitors; technological changes and developments that we cannot respond to within the markets we serve; and changes in the healthcare industry. The growth forecasts of our enterprise clients are also subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate and their member enrollment in our solutions could fail to grow at

anticipated rates, if at all. If the number of individuals covered by our enterprise clients decreases, or the number of solutions to which they subscribe decreases, for any reason, our enrollment rate may decline and our revenue will likely decrease which would harm our business, financial condition, and results of operations.

Our sales and the success of our marketing efforts depend in part on our ability to call upon our current clients to provide positive references to new, potential clients. Failure to obtain such references may adversely affect our ability to grow our client base and have a negative and adverse effect on our business, financial condition, and results of operations.

Our sales and the success of our marketing efforts depend in part on our ability to call upon our current clients to provide positive references to new, potential clients. The loss or dissatisfaction of our clients, particularly our large, long-term enterprise clients, including as a result of our platform providing a poor member experience, could adversely affect our brand and reputation and our ability to rely on our clients for positive references. If that were to occur, it could substantially harm our ability to maintain existing clients, attract new clients, and sell and achieve widespread adoption of our solutions, and, in turn, our business, financial condition, and results of operations.

We face risks, such as unforeseen costs and potential liability in connection with content we produce, license, and distribute through our platform.

As a producer and distributor of content, we face potential liability for negligence, copyright, and trademark infringement, or other claims based on the nature and content of materials that we produce and distribute. We also may face potential liability for content used in promoting our service, including marketing materials. We may decide to remove content from our platform, not to place certain content on our platform, or to discontinue or alter our production of certain types of content if we believe such content might not be well received by our clients or members or could be damaging to our brand and business.

To the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear on or is removed from our platform, or if we incur unforeseen liabilities with respect to the content we produce or distribute, our business may suffer. Litigation to defend related claims could be costly and the expenses and damages arising from any liability could harm our results of operations. We may not be indemnified against claims or costs of these types and we may not have insurance coverage for these types of claims.

The growth of our business and future success relies, in part, on our partnerships and other relationships with third parties and our business could be harmed if we fail to maintain or expand these relationships.

In the ordinary course of our business, we may enter into partnerships and other collaborations, in-licensing arrangements, joint ventures, and strategic alliances with third parties to develop proposed solutions, or integrate existing solutions into our platform. Proposing, negotiating, and implementing partnerships, collaborations, in-licensing arrangements, joint ventures, or strategic alliances may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements. We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms, or at all. In particular, these collaborations may not result in the development or integration of solutions that achieve commercial success or result in significant revenues and could be terminated prior to developing or integrating any solutions. In addition, the financial condition and viability of our collaborators is beyond our control. Failure to retain and expand any of our partnerships or other third-party relationships, or the failure of our collaborators to remain a viable business, could harm our relationships with our clients and our reputation and brand.

Additionally, we may not be in a position to exercise sole decision making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and our collaborators may have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with our current or future collaborators, they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we have limited control over the amount and timing of resources that our current collaborators or any future collaborators devote to their own or our future

solutions. Disputes between us and our collaborators may result in litigation or arbitration which would increase our expenses and divert the attention of our management. Further, these transactions and arrangements are contractual in nature and may be terminated or dissolved under the terms of the applicable agreements and, in such event, we may not continue to have rights to the products relating to such transaction or arrangement or may need to purchase such rights at a premium.

We could face reputational damage or loss of trust from our clients and members as a result of transferring inaccurate or incomplete information, as well as potential regulatory risk or other liability for errors in processing information, all of which could harm out business, financial condition and results of operations.

We provide healthcare-related information for use by our partners, clients and members. However, data in the healthcare industry is generally fragmented in origin, inconsistent in format, and often incomplete. To the extent the information from third-parties that we transfer is incorrect or incomplete, we may suffer reputational risks and loss of trust from our partners, clients and members. We may also face potential regulatory risk or other liability to our partners, clients and members to the extent that we transfer inaccurate or incomplete data as a result of our own processing errors rather than simply passing on third-party information. For example, if, as a result of such a processing error, we provided sensitive information to the wrong party or such error results in incorrect delivery of services, we could be exposed to risk of regulatory non-compliance under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or personal liability to our partners, clients and members under state law causes of action such as negligence. We could also be subject to liability for wrongful delivery or handling of healthcare services or erroneous health information. While we maintain insurance coverage for such claims, this coverage may prove to be inadequate or could cease to be available to us on acceptable terms, if at all. Even unsuccessful claims could result in substantial costs and diversion of management resources. A claim brought against us that is uninsured or under-insured could harm our business, financial condition, and results of operations.

Our business, financial condition, and results of operations may be adversely affected by the recent COVID-19 outbreak or other similar epidemics or adverse public health developments.

The outbreak of COVID-19 has caused many governments to implement quarantines and significant restrictions on travel, or to advise that people remain at home where possible and avoid crowds. Healthcare providers around the world, including certain of our partners and clients, have faced and will continue to face, substantial challenges in treating patients with COVID-19, such as the diversion of hospital staff and resources from ordinary functions to the treatment of COVID-19, supply, resource and capital shortages, and overburdening of staff and resource capacity. In the United States, governmental authorities have also recommended, and in certain cases required, that elective, specialty, and other procedures and appointments, including certain primary care services, be suspended or canceled to avoid non-essential patient exposure to medical environments and potential infection with COVID-19 and to focus limited resources and personnel capacity toward the treatment of COVID-19.

This outbreak and related current and future measures to contain the spread of COVID-19, could cause disruptions and severely impact our business, including, but not limited to: increasing the likelihood of clients not renewing their contracts with us or being unable to pay us in accordance with the terms of their agreements; reducing the demand of the solutions offered on our platform due to restrictions on elective procedures and access to hospitals and other healthcare facilities; causing one or more of our clients or partners to file for bankruptcy protection or shut down; negatively impacting our ability to provide our solutions to clients and members; and harming our business, financial condition, and results of operations.

Furthermore, we cannot predict with any certainty whether and to what degree the disruption caused by the COVID-19 pandemic and reactions thereto will continue, and in turn, we also expect to face difficulty accurately predicting our internal financial forecasts.

Our business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, terrorism, and health epidemics.

Our systems are vulnerable to damage or interruption from the occurrence of any catastrophic event, including earthquake, fire, flood, tsunami, or other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, health epidemic (including the recent outbreak of COVID-19), terrorist attack, or incident of mass violence, which could result in lengthy interruptions in access to our platform. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the internet or the economy as a

whole. Even with our disaster recovery arrangements, access to our platform could be interrupted. If our systems were to fail, or be negatively impacted as a result of a natural disaster or other event, our ability to deliver our platform and solutions to our clients and members would be impaired or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition, and results of operations would be harmed.

We have implemented a disaster recovery program that allows us to move platform traffic to a backup data center in the event of a catastrophe. However, to the extent our disaster recovery program does not effectively support the movement of traffic in a timely or complete manner in the event of a catastrophe, our business, financial condition, and results of operations may be harmed.

We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate and retain our personnel, including our senior management, we may not be able to grow effectively.

Our success depends in large part on our ability to attract and retain high-quality employees in sales, services, engineering, marketing, operations, finance, and support functions. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain, and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program for key employees. These measures may not be enough to attract and retain the personnel we require to operate our business effectively.

As we continue to grow, we may be unable to continue to attract or retain the personnel we need to maintain our competitive position. In addition to hiring new employees, we must continue to focus on retaining our best talent. Competition for these resources is intense. If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed. Employees may be more likely to leave us if the shares of our capital stock they own or the shares of our capital stock underlying their equity incentive awards have significantly reduced in value or the vested shares of our capital stock they own or vested shares of our capital stock underlying their equity incentive awards have significantly appreciated. Many of our employees may receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us.

In addition, our future also depends on the continued contributions of our senior management team, each of whom would be difficult to replace. We rely on our leadership team in the areas of operations, technology, marketing, sales, and general and administrative functions. Although we have entered into employment agreements with certain members of our senior management team, including Messrs. Arnold and Ferrero and Ms. Whaley, these agreements have limited terms of three years after which they will constitute at-will employment, and we do not currently maintain any key person life insurance for our employees. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business, particularly if we have failed to have in place and execute an effective succession plan. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business, financial condition, and results of operations could be harmed.

If we are not able to maintain and enhance our reputation and brand recognition, our business, financial condition, and results of operations could be adversely affected.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with existing clients, partners, and sponsors, and to our ability to attract new clients, partners, and sponsors. The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Brand promotion and marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our business, financial condition, and results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our clients, partners, or sponsors could harm our reputation and brand and make it substantially more difficult for us to attract new client, partners, and sponsors. If we do not successfully maintain and enhance our reputation and brand recognition, our business may not grow or

our current revenue may decline and we could lose our relationships with our existing clients, partners, and sponsors, including, in particular, our enterprise clients, which would harm our business, financial condition, and results of operations.

Risks Related to Technology and Data Privacy

The failure of our platform to achieve and maintain market acceptance could result in us achieving sales below our expectations, which would cause our business, financial condition, and results of operation to be materially and adversely affected.

Our current business strategy is highly dependent on our platform achieving and maintaining market acceptance. Market acceptance and adoption of our platform depends on educating our clients and members as to the distinct features, ease-of-use, positive lifestyle impact, cost savings, and other perceived benefits of the solutions offered on our platform as compared to competitive solutions. If we are not successful in demonstrating to existing and potential clients and members the benefits of our solutions, our sales may decline or we may fail to increase our sales in line with our forecasts.

Achieving and maintaining market acceptance of our solutions could be negatively impacted by many factors, including the perceived risks and rate of acceptance associated with the use of digital healthcare technologies generally as compared to traditional healthcare solutions. In addition, our platform may be perceived by our partners, clients, and members to be more complicated or less effective than traditional approaches, and people may be unwilling to adopt our platform solutions.

If we are not able to develop new solutions, or successful enhancements, new features and modifications to our existing solutions, or otherwise incorporate such new solutions or enhancements, new features or modifications to existing solutions through acquisition or partnership, our business, financial condition, and results of operations could be adversely affected.

The markets in which we operate are characterized by rapid technological change, frequent new product and service introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of products and services embodying new technologies can quickly make existing products and services obsolete and unmarketable. Additionally, changes in laws and regulations could impact the usefulness of our solutions and could necessitate changes or modifications to our solutions to accommodate such changes. We invest substantial resources in researching and developing, or otherwise incorporating into our platform through acquisition or partnership, new solutions or enhancements to our existing solutions by incorporating additional features, improving functionality, and adding other improvements to meet our clients’ and members’ evolving needs. The success of any enhancements or improvements to our solutions or any new solutions depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with new and existing technologies on our platform and third-party partners’ technologies, and overall market acceptance. We may not succeed in developing or incorporating, marketing, and delivering on a timely and cost-effective basis enhancements or improvements to our solutions or any new solutions that respond to continued changes in market demands or new client requirements, and any enhancements or improvements to our solutions or any new solutions may not achieve market acceptance. Since developing, or incorporating through acquisition or partnership, our solutions is complex, the timetable for the release of new solutions and enhancements to existing solutions is difficult to predict, and we may not offer new solutions and updates as rapidly as our clients require or expect. Any new solutions that we develop or incorporate into our platform, or through acquisition or partnership, may not be introduced in a timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue. Moreover, even if we introduce new solutions, we may experience a decline in revenue of our existing solutions that is not offset by revenue from the new solutions. For example, clients may delay adoption of new solutions to permit them to make a more thorough evaluation of these solutions or until industry and marketplace reviews become widely available. Some clients may hesitate to migrate to a new solution due to concerns regarding the performance of the new solution. In addition, we may lose existing clients who choose a competitor’s products and services. This could result in a temporary or permanent revenue shortfall and adversely affect our business, financial condition, and results of operations.

We may experience difficulties with software development, industry standards, design, or marketing that could delay or prevent our development or incorporation in our platform, introduction or implementation of new solutions, enhancements, additional features, or capabilities. If clients do not widely purchase and adopt our solutions, we may not be able to realize a return on our investment. If we do not accurately anticipate customer demand or we are unable to develop, license, or acquire new features and capabilities on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, it could result in adverse publicity, loss of revenue or market acceptance or claims by clients or members brought against us, each of which could have a material and adverse effect on our reputation, business, financial condition, and results of operations.

We rely on internet infrastructure, bandwidth providers, third-party computer hardware and software, and other third parties for providing services to our clients and members, and any failure or interruption in the services provided by these third parties or the inability to access our platform on third-party operating systems could negatively impact our relationships with clients and members, adversely affecting our business, financial condition, and results of operations.

Our ability to deliver our internet-based services depends on the development and maintenance of the infrastructure of the internet by third parties. This includes maintenance of a reliable network backbone with the necessary speed, data capacity, bandwidth capacity, and security. Our services are designed to operate without interruption. However, we may experience future interruptions and delays in services and availability from time to time. In the event of a catastrophic event with respect to one or more of our systems, we may experience an extended period of system unavailability, which could negatively impact our relationship with clients and members.

Our platform relies, in part, on broad interoperability with a range of operating systems and third-party applications. We are dependent on the accessibility of our platform across these third-party operating systems and applications that we do not control. Third-party services and products are constantly evolving, and we may not be able to modify our platform to assure its compatibility with that of other third parties following development changes. Should the interoperability of our platform across devices, operating systems and third-party applications decrease, or if members are unable to easily and seamlessly access our application or information stored in our platform, our business, financial condition, and results of operations could be harmed.

We also rely on software licensed from third parties in order to offer our services. These licenses are generally commercially available on varying terms. However, it is possible that this software may not continue to be available on commercially reasonable terms, or at all. Any loss of the right to use any of this software could result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained, and integrated. Furthermore, our use of additional or alternative third-party software would require us to enter into license agreements with third parties, and integration of our software with new third-party software may require significant work and require substantial investment of our time and resources. Also, any undetected errors or defects in third-party software could prevent the deployment or impair the functionality of our software, delay new updates or enhancements to our solutions, result in a failure of our solutions, and injure our reputation.

Our solutions may not operate properly, which could damage our reputation, give rise to claims against us or our partners, or divert application of our resources from other purposes, any of which could harm our business, financial condition, and results of operations.

Software development is time-consuming, expensive, and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that we discover problems or design defects that prevent our solutions and platform, including third-party solutions integrated into our platform, from operating properly. Moreover, we may encounter incompatibilities or other technical issues resulting from the interaction of proprietary and/or third-party solutions included in our platform. If our proprietary or third-party solutions do not function reliably, malfunction, or fail to achieve client expectations in terms of performance, clients could assert liability claims against us or our partners or attempt to cancel their contracts with us. This could damage our reputation, or the reputation of our partners, and impair our ability to attract or maintain clients.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been used by our clients and members. Any real or perceived errors, failures, bugs, or other vulnerabilities discovered in our code could result in negative publicity and damage to our reputation, or the reputation of our partners, loss of clients, loss of members, loss of or delay in market

acceptance of our platform, loss of competitive position, loss of revenue, or liability for damages, overpayments and/or underpayments, any of which could harm our enrollment rates. In such an event, we may be required or may choose to expend additional resources in order to help correct the problem. Such efforts could be costly, or ultimately unsuccessful. Even if we are successful at remediating issues, we may experience damage to our reputation and brand. There can be no assurance that provisions typically included in our agreements with partners that attempt to limit our exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to any particular claim. Even if unsuccessful, a claim brought against us by any client or partners would likely be time-consuming and costly to defend and could seriously damage our reputation and brand.

If our enterprise resource planning system or other licensed software systems prove ineffective, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our members and clients.

Data integrity problems in our enterprise resource planning system or other licensed software systems or other issues may be discovered which, if not corrected, could impact our business, financial condition, and results of operations. In addition, we may experience periodic or prolonged disruption of our financial functions arising out of our use of such system, migrations, or improvements to our systems, integration of newly acquired businesses into our system, other periodic upgrades or updates, or other external factors that are outside of our control. From time to time we implement additional software systems, and we may also transition to new systems, which may be disruptive to our business if they do not work as planned or if we experience issues relating to their implementation. Such disruptions could impact our ability to timely or accurately make payments to our suppliers and employees, and could also inhibit our ability to invoice and collect from our users. If we encounter unforeseen problems with our enterprise resource planning system or other related systems and infrastructure, our business, financial condition, and results of operations could be adversely affected.

Security breaches, loss of data, and other disruptions could compromise sensitive information related to our business, partners, clients, or members, or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we collect, store, use, and disclose sensitive data, including protected health information (“PHI”) and other types of personal data or personally identifiable information (“PII”). We also process and store, and use additional third parties to process and store, sensitive information including intellectual property and other proprietary business information, including that of our partners, clients, and members. Our member information is encrypted but not always de-identified. We manage and maintain our platform and data utilizing a combination of on-site systems, managed data center systems, and cloud-based computing center systems.

We are highly dependent on information technology networks and systems, including the internet, to securely process, transmit, and store this critical information. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, and employee or contractor error, negligence, or malfeasance, have created, and can in the future create system disruptions, shutdowns, or unauthorized disclosure or modifications of confidential information, causing member health information to be accessed or acquired without authorization or to become publicly available. We utilize third-party service providers for important aspects of the collection, storage, and transmission of client, user, and patient information, and other confidential and sensitive information, and therefore rely on third parties to manage functions that have material cybersecurity risks. Because of the sensitivity of the PHI, other PII, and other confidential information, we and our service providers collect, store, transmit, and otherwise process, the security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, are important to our operations and business strategy. We take certain administrative, physical, and technological safeguards to address these risks, such as by requiring outsourcing subcontractors who handle client, and member information for us to enter into agreements that contractually obligate those subcontractors to use reasonable efforts to safeguard PHI, other PII, and other sensitive information. Measures taken to protect our systems, those of our subcontractors, or the PHI, other PII, or other sensitive data we or our subcontractors process or maintain, may not adequately protect us from the risks associated with the collection, storage, and transmission of such information. Although we take steps to help protect confidential and other sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers or viruses, failures, or breaches due to third-party action, employee negligence or error, malfeasance, or other disruptions.

A security breach or privacy violation that leads to disclosure or unauthorized use or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, member information, including PHI or other PII, or other sensitive information we or our subcontractors maintain or otherwise process, could harm our reputation, compel us to comply with breach notification laws, cause us to incur significant costs for remediation, fines, penalties, notification to individuals and for measures intended to repair or replace systems or technology and to prevent future occurrences, potential increases in insurance premiums, and require us to verify the accuracy of database contents, resulting in increased costs or loss of revenue. If we are unable to prevent such security breaches or privacy violations or implement satisfactory remedial measures, or if it is perceived that we have been unable to do so, our operations could be disrupted, we may be unable to provide access to our platform, and could suffer a loss of clients or members or a decrease in the use of our platform, and we may suffer loss of reputation, adverse impacts on client, member, and investor confidence, financial loss, governmental investigations or other actions, regulatory or contractual penalties, and other claims and liability. In addition, security breaches and other inappropriate access to, or acquisition or processing of, information can be difficult to detect, and any delay in identifying such incidents or in providing any notification of such incidents may lead to increased harm.

Any such breach or interruption of our systems or any of our third-party information technology partners has, and in the future could, compromise our networks or data security processes and sensitive information could be inaccessible or could be accessed by unauthorized parties, publicly disclosed, lost, or stolen. Any such interruption in access, improper access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws and regulations that protect the privacy of member information or other personal information, and regulatory penalties. Unauthorized access, loss, or dissemination could also disrupt our operations, including our ability to perform our services, provide member assistance services, conduct development activities, collect, process, and prepare company financial information, provide information about our current and future solutions, and engage in other education and outreach efforts. Any such breach could also result in the compromise of our trade secrets and other proprietary information, which could adversely affect our business and competitive position. While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

Risks Related to Legal and Regulatory Matters

We may be subject to legal proceedings, litigation, regulatory disputes, and governmental inquiries which are costly to defend and could adversely affect our business, financial condition, and results of operations.

We may be party to lawsuits and legal proceedings in the normal course of business. These matters are often expensive and disruptive to normal business operations. We have faced, and may in the future face allegations, lawsuits, and regulatory inquiries, audits and investigations regarding data privacy, medical liability, security, labor and employment, consumer protection and intellectual property infringement, misappropriation, or other violation, including claims related to privacy, patents, publicity, trademarks, copyrights, and other rights. A portion of the technologies we use incorporates open source software, and we may face claims claiming ownership of open source software or patents related to that software, rights to our intellectual property or breach of open source license terms, including a demand to release material portions of our source code, or otherwise seeking to enforce the terms of the applicable open source license. We may also face allegations or litigation related to our acquisitions, securities issuances, or business practices, including public disclosures about our business. Litigation and regulatory proceedings, and particularly the patent infringement and class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Certain of these matters may include speculative claims for substantial or indeterminate amounts of damages and include claims for injunctive relief. Additionally, our litigation costs could be significant and not covered by applicable indemnification arrangements or otherwise exceed the limits of our insurance. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify our solutions or require us to stop offering certain features, all of which could negatively impact our enrollment rate and revenue growth. We may also become subject to periodic audits, which would likely increase our regulatory compliance costs and may require us to change our business practices, which could negatively impact our revenue growth. Managing legal proceedings, litigation and audits, even if we achieve favorable outcomes, is time-consuming and diverts management’s attention from our business.

Evolving government regulations may require increased costs or adversely affect our business, financial condition, and results of operations.

In a regulatory climate that is uncertain, our operations may be subject to direct and indirect adoption, expansion, or reinterpretation of various laws and regulations. Compliance with these future laws and regulations may require us to change our practices at an undeterminable and possibly significant initial monetary and annual expense. These additional monetary expenditures may increase future overhead, which could have a material adverse effect on our business, financial condition, and results of operations.

There is also uncertainty regarding whether, when, and what other health or data privacy reform initiatives will be adopted and the impact of such efforts on our business, as well as on the businesses of our partners and clients. The implications of such proposals may be unexpected, and such measures, if implemented, could alter the landscape of our industry in ways that adversely affect our business.

There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us.

In the states in which we operate, we believe we are in compliance with all applicable material regulations, but, due to the uncertain regulatory environment, certain states may determine that we are in violation of their laws and regulations. Similarly, we believe we are in compliance with all applicable material regulations in each international jurisdiction that we operate. In the event that we must remedy such violations, we may be required to modify our solutions in such states or other jurisdictions in a manner that undermines our solution’s attractiveness to partners, clients, or members, we may become subject to fines or other penalties or, if we determine that the requirements to operate in compliance in such states or other jurisdictions are overly burdensome, we may elect to terminate our operations in such states or other jurisdictions. In each case, our revenue may decline and our business, financial condition, and results of operations could be adversely affected.

Additionally, the introduction of new solutions may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate state or jurisdictional medical board licenses or certificates, increasing our security measures, and expending additional resources to monitor developments in applicable rules and ensure compliance. The failure to adequately comply with these future laws and regulations may delay or possibly prevent our solutions from being offered to clients and members, which could have a material adverse effect on our business, financial condition, and results of operations.

If we fail to comply with healthcare and other governmental regulations, we could face substantial penalties, liabilities, or reputational harm and our business, financial condition, and results of operations could be adversely affected.

Our solutions, as well as our business activities, are or may in the future be subject to a complex set of regulations and rigorous enforcement, including by the U.S. Food and Drug Administration (the “FDA”), Federal Trade Commission (the “FTC”), U.S. Department of Justice, U.S. Department of Health and Human Services (“HHS”), Office of the Inspector General and Office for Civil Rights, and numerous other federal and state governmental authorities.

Our employees, consultants, and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements. Federal, state and foreign healthcare laws and regulations that may affect our ability to conduct business include, without limitation:

•        HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations, which impose certain requirements relating to the privacy, security, and transmission of PHI on certain healthcare providers, health plans, and healthcare clearinghouses, and their business associates that access or otherwise process individually identifiable health information on their behalf; HIPAA also created criminal liability for knowingly and willfully falsifying or concealing a material fact or making a materially false statement in connection with the delivery of or payment for healthcare benefits, items, or services;

•        state laws governing the privacy and security of personal information beyond health information, including state breach notification requirements, which differ from each other in significant ways with respect to scope, application, and requirements and which often exceed the standards under HIPAA, thus complicating compliance efforts;

•        foreign laws governing the privacy and security of personal information, such as the General Data Protection Regulation (EU) 2016/679 (the “GDPR”);

•        laws that regulate how businesses operate online, including measures relating to privacy and data security and how such information is communicated to customers (i) under the FTC’s unfair and deceptive trade practice authority from the FTC Act and (ii) from state attorneys general under state consumer protection laws and data privacy laws;

•        state laws governing the corporate practice of medicine and other healthcare professions and related fee-splitting laws;

•        potential regulation of certain of our solutions and research by the FDA;

•        the federal Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving, or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the Centers for Medicare & Medicaid Services, or CMS, programs;

•        the federal civil false claims and civil monetary penalties laws, including, without limitation, the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government;

•        federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters; and

•        state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers.

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “Affordable Care Act”) among other things, amends the intent requirement of the federal Anti-Kickback Statute and criminal healthcare fraud statutes. A person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it. In addition, the Affordable Care Act provides that the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act.

Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it is possible that some of our activities could be subject to challenge under one or more of such laws. Any action brought against us for violations of these laws or regulations, even if successfully defended, could cause us to incur significant legal expenses and divert management’s attention from the operation of our business. We may be subject to private “qui tam” actions brought by individual whistleblowers on behalf of the federal or state governments, with potential liability under the federal False Claims Act including mandatory treble damages and significant per-claim penalties.

Although we have adopted policies and procedures designed to comply with these laws and regulations and conduct internal reviews of our compliance with these laws, our compliance is also subject to governmental review. The growth of our business and sales organization and any future expansion outside of the United States may increase the potential of violating these laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert management’s attention from the operation of our business. If our operations are found to be in violation of any of the federal, state, and foreign laws described above or any other current or future fraud and abuse or other healthcare laws and regulations that apply to us, we may be subject to penalties, including significant criminal, civil, and administrative penalties, damages and fines, disgorgement, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of noncompliance with these laws, imprisonment for individuals and exclusion from participation in government programs, such as Medicare and Medicaid, as well as contractual damages and reputational harm. Any of the foregoing consequences could seriously harm our business, financial condition, and results of operations.

Individuals may claim our outbound engagement techniques, including digital outreach, are not compliant with HIPAA or federal marketing laws.

Several federal laws are designed to protect consumers from various types and modes of marketing. HIPAA prohibits certain types of marketing to individuals using PHI, except for certain treatment and healthcare operations, including communications made to describe a health-related product or service (or payment for such product or service) that is provided by, or included in, a plan of benefits. Our solutions may be subject to regulatory review and deemed in violation of HIPAA, which could subject us to fines or other penalties. In addition, the Telephone Consumer Protection Act (the “TCPA”) is a federal statute that protects consumers from unwanted telephone calls and faxes. Since its inception, the TCPA’s purview has extended to text messages sent to consumers. We may communicate with and perform outreach to members through multiple modes of communication, including email and secure messaging. We must ensure that our solutions that leverage secure messaging comply with TCPA regulations and agency guidance. While we strive to adhere to strict policies and procedures, the Federal Communications Commission, as the agency that implements and enforces the TCPA, may disagree with our interpretation of the TCPA and subject us to penalties and other consequences for noncompliance. Determination by a court or regulatory agency that our solutions violate the TCPA could subject us to civil penalties, could invalidate all or portions of some of our client contracts, could require us to change or terminate some portions of our offerings, could require us to refund portions of our fees, and could have an adverse effect on our business. Even an unsuccessful challenge by consumers or regulatory authorities of our activities could result in adverse publicity and could require a costly response from us. Other laws focus on unsolicited email, such as the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) which establishes requirements for the transmission of commercial email messages and specifies penalties for unsolicited commercial email messages that follow a recipient’s opt-out request or deceive the receiving consumer.

In addition, some of our marketing activities require that we obtain permissions consistent with HIPAA and applicable state health information privacy laws. If we are unable to secure such permissions, or if there is a future change in law, we may face limitations on the use of such information, which may harm our business.

If our arrangements with our clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting, our business, financial condition, results of operations, and our ability to operate in those states could be adversely affected.

The laws of most states, including states in which our clients are located, prohibit us from practicing medicine, providing any treatment or diagnosis, or otherwise exercising any control over the medical judgments or decisions of licensed physicians and from engaging in certain financial arrangements, such as splitting professional fees with physicians. These laws and their interpretations vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. We enter into contracts with our clients to deliver certain solutions in exchange for fees. Although we comply, to the extent applicable, with state prohibitions on the corporate practice of medicine and fee splitting, state officials who administer these laws or other third parties may successfully challenge our existing organization and contractual arrangements. If such a claim were successful, we could be subject to civil and criminal penalties and could be required to restructure or terminate the applicable contractual arrangements. A determination that these arrangements violate state statutes, or our inability to successfully restructure our relationships with our clients to comply with these statutes, could eliminate clients or members located in certain states from the market for our solutions, which would have a material adverse effect on our business, financial condition, and results of operations.

Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.

We are subject to the U.S. Foreign Corrupt Practices (the “FCPA”) and other anti-corruption, anti-bribery, and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person, or gain any improper advantage. The FCPA and similar applicable anti-bribery and anti-corruption laws also prohibit our third-party business partners, representatives, and agents from engaging in corruption and bribery. We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We may be held liable for the corrupt or other illegal activities of these third-party business partners

and intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible. Our exposure for violating these laws may increase as we expand internationally and as we commence sales and operations in additional foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a drop in stock price or overall adverse consequences to our business, all of which may have an adverse effect on our reputation, business, financial condition, and results of operations.

Our use, disclosure, and other processing of PII and PHI is subject to HIPAA and other federal, state, and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, have a material adverse effect on our client base, member base and revenue.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity, and other processing of PHI and PII. These laws and regulations include HIPAA, which establishes a set of national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services. We are generally considered a business associate under HIPAA but in limited circumstances will also act as a covered entity. HIPAA requires covered entities and business associates, such as us, to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical, and technical safeguards to protect such information.

Some of our business activities require that we or our partners obtain permissions consistent with HIPAA to provide certain marketing and data aggregation services as well as those activities that require the creation and use of de-identified information. If we or our partners are unable to secure these rights, or if there is a future change in law, we may face limitations on the use of PHI and our ability to provide marketing services and use de-identified information, which could harm our business or subject us to potential government actions or penalties. Also, there are ongoing public policy discussions regarding whether the standards for de-identified, anonymous or pseudonymized health information are sufficient, and the risk of re-identification sufficiently small, to adequately protect patient privacy. These discussions may lead to further restrictions on the use of such information or create additional regulatory burdens. There can be no assurance that these initiatives or future initiatives will not adversely affect our ability to access and use data or to develop or market current or future services.

In addition, we could be subject to periodic audits for compliance with the HIPAA Privacy and Security Standards by HHS and our clients. Penalties for violations of HIPAA and its implementing regulations start at $119 per violation and are not to exceed $59,522 per violation, subject to a cap of $1.78 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition to HIPAA, numerous other federal, state, and foreign laws and regulations protect the confidentiality, privacy, availability, integrity, and security of PHI and other types of PII. For example, to the extent we expand internationally into Europe, we may have obligations under GDPR and related European Union (the “EU”) privacy laws and regulations related to the use, transfer, and protection of employee-related data. These laws and regulations in many cases may be more restrictive than, and may not be preempted by, HIPAA and its implementing rules. These laws and regulations may also require additional compliance obligations relating to the transfer of data between Sharecare and its subsidiaries. There is a risk that regulatory authorities may determine that we have not implemented our compliance obligations in a timely or appropriate manner. Penalties for noncompliance under GDPR and related EU privacy laws may include significant monetary fines, up to a maximum of €20 million, or four percent of worldwide

turnover. These laws and regulations are often uncertain, unclear, and subject to changed or differing interpretations, and we expect new laws, rules and regulations regarding privacy, data protection, and information security to be proposed and enacted in the future.

Such new regulations and legislative actions (or changes in interpretation of existing laws or regulations regarding data privacy and security together with applicable industry standards) may increase our costs of doing business. In this regard, we expect that there will continue to be new laws, regulations, and industry standards relating to privacy and data protection in the United States, the EU and other jurisdictions, such as the California Consumer Privacy Act of 2018 (the “CCPA”) which has been characterized as the first “GDPR-like” privacy statute to be enacted in the United States, and we cannot determine how broadly or narrowly regulators will interpret and enforce such new laws, regulations, and standards and the corresponding impact it may have on our business. Although we are modifying our data collection, use and processing practices and policies in an effort to comply with the law, there is a risk that the California Attorney General does not find our practices or policies to be compliant with the CCPA, which would potentially subject us to civil penalties or an inability to use information collected from California consumers. In addition, such laws and regulations could restrict our ability to store and process personal data (in particular, our ability to use certain data for purposes such as risk or fraud avoidance, marketing, or advertising due to the expansive definition of personal information under CCPA), our ability to control our costs by using certain vendors or service providers, or impact our ability to offer certain services in certain jurisdictions. Further, the CCPA requires covered companies to provide new disclosures to California consumers, provide such consumers new ways to opt-out of certain sales of personal information (which may not fall under the CCPA HIPAA exemption), and allow for a new cause of action for data breaches. Additionally, such laws and regulations are often inconsistent and may be subject to amendment or re-interpretation, which may cause us to incur significant costs and expend significant effort to ensure compliance. For example, the CCPA has already been substantially amended by the California Privacy Rights Act of 2020, which will come into effect in January 1, 2023. Given that requirements may be inconsistent and evolving, our response to these requirements may not meet the expectations of our clients or their employees, which could thereby reduce the demand for our services. Finally, some clients may respond to these evolving laws and regulations by asking us to make certain privacy or data-related contractual commitments that we are unable or unwilling to make. This could lead to the loss of current or prospective clients or other business relationships.

This complex, dynamic legal landscape regarding privacy, data protection, and information security creates significant compliance issues for us and our clients and potentially exposes us to additional expense, adverse publicity and liability. Although we take steps to help protect confidential and other sensitive information from unauthorized access or disclosure, our information technology and infrastructure has been subject to, and may be vulnerable in the future to, attacks by hackers or viruses, failures, or breaches due to third-party action, employee negligence or error, malfeasance, or other incidents or disruptions. Furthermore, while we have implemented data privacy and security measures in an effort to comply with applicable laws and regulations relating to privacy and data protection, some PHI and other PII or confidential information is transmitted to us by third parties, who may not implement adequate security and privacy measures, and it is possible that laws, rules and regulations relating to privacy, data protection, or information security may be interpreted and applied in a manner that is inconsistent with our practices or those of third parties who transmit PHI and other PII or confidential information to us. If we or these third parties are found to have violated such laws, rules or regulations, it could result in government-imposed fines, orders requiring that we or these third parties change our or their practices, or criminal charges, which could adversely affect our business.

We outsource important aspects of the storage and transmission of customer and member information, and thus, rely on third parties to manage functions that have material cyber-security risks. A breach of privacy or security of such information by a subcontractor may result in an enforcement action against us. We attempt to address these risks by requiring outsourcing subcontractors who handle such information to sign business associate agreements contractually requiring those subcontractors to adequately safeguard such information. However, we cannot be assured that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of such information on our behalf by our subcontractors.

Complying with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices, systems and compliance procedures in a manner adverse to our business. We also publish statements to our clients and members that describe how we handle and protect PHI (for example, through our privacy policies connected with our website, mobile applications and other digital tools). If federal or state regulatory authorities, such as the FTC or state attorneys general, or private litigants consider any portion of these statements to be untrue, we may be subject to claims of deceptive practices, which could lead to significant liabilities

and consequences, including costs of responding to investigations, defending against litigation, settling claims, and complying with regulatory or court orders. Any of the foregoing consequences could seriously harm our business and our financial results. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our clients may limit the use and adoption of, and reduce the overall demand for, our existing and future solutions. Any of the foregoing consequences could harm our business, financial condition, and results of operations.

Any restrictions on our ability to obtain or use data could harm our business.

Our business depends, in part, on data provided to us by, among other sources, health plans, benefits administrators, data warehouses, electronic data interchange transaction data providers, and our trusted suppliers. Any errors or defects in any third-party data or other technology could result in errors in our existing and future solutions that could harm our business and damage our reputation and cause losses in revenue, and we could be required to spend significant amounts of additional resources to fix any problems. In addition, certain of our solutions depend on maintaining our data and analytics technology platform, which is populated with data provided by third parties. While our existing agreements with these data providers have multiple-year terms, these providers could become our competitors in the future. Any loss of the right to use of data provided by any health plan providers, benefits administrators, or other entities that provide us data, could result in delays in producing or delivering our solutions until equivalent data, other technology, or intellectual property is identified and integrated, which delays could harm our business. In this situation we would be required to either redesign our solutions to function with technology, data, or intellectual property available from other parties or to develop these components ourselves, which would result in increased costs. Furthermore, we might be forced to limit the features available in our existing or future solutions. If we fail to maintain or renegotiate any of these technology or intellectual property licenses, we could face significant delays and diversion of resources in attempting to develop similar or replacement solutions or to license and integrate a functional equivalent of the technology or intellectual property. The occurrence of any of these events may harm our business.

Failure to protect or enforce our intellectual property rights could harm our business, financial condition, and results of operations.

Our success depends in part on our ability to obtain, maintain, protect, and enforce our intellectual property and other proprietary rights. We rely upon a combination of trademark, patents, copyrights, and trade secret laws, as well as license agreements, intellectual property assignment agreements, confidentiality agreements and other similar agreements, to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated. There can also be no assurances that third parties will not also independently develop or offer products, services and/or technology that is similar to, or competitive with, our technology, products and services. Despite our efforts to protect our intellectual property, unauthorized parties may also attempt to disclose, copy, use, duplicate or obtain and use our technology including to develop applications with the same functionality as our solutions, and policing unauthorized use of our technology and intellectual property rights is difficult, costly and may not be effective. In order to adequately protect our intellectual property and other proprietary rights, we may be required to devote significant time and resources to defending against claims or protecting and enforcing our own rights. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part. These actions as well as any failure to protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Financing and Tax

We have a history of net losses, we anticipate increasing expenses in the future, and we may not be able to achieve or maintain profitability.

We have incurred net losses on an annual basis since our inception. We incurred net losses attributable to Sharecare of $55.9 million, $40.0 million and $60.0 million, for the years ended December 31, 2018, 2019 and 2020, respectively. We expect our costs will increase substantially in the foreseeable future and our losses will continue as we expect to invest significant additional funds towards growing our business and operating as a public company

and as we continue to invest in increasing our client base, expanding our marketing channels and operations, hiring additional employees, developing new solutions, and otherwise incorporating new solutions into our platform through acquisition or partnership. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. To date, we have financed our operations principally from the sale of our equity, revenue from sales of our solutions, and the incurrence of indebtedness. Despite having achieved EBITDA profitability in 2017, we may be unable to achieve positive cash flow from operations or profitability in any given period. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, we had net operating loss (“NOL”) carryforwards for federal and state income tax purposes of approximately $224.0 million and $163.0 million, respectively, which may be available to offset future taxable income, and which expire in various years beginning in 2023 for federal purposes if not utilized. The state NOLs will expire depending upon the various rules in the states in which we operate. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” (as defined under Section 382 of the Code and applicable Treasury Regulations) may be subject to limitations on its ability to utilize its pre-change NOLs to offset its future taxable income. In general, an ownership change occurs if there is a cumulative change in the corporation’s equity ownership by certain stockholders that exceeds fifty percentage points over a rolling three-year period. A corporation that experiences an ownership change generally will be subject to an annual limitation on its utilization of pre-ownership change NOLs equal to the equity value of the corporation immediately before the ownership change, multiplied by the long-term, tax-exempt rate posted monthly by the IRS (“AFR”) (subject to certain adjustments). The limitation on the use of such NOLs would be dependent on the value of the corporation’s equity and the AFR at the time of any ownership change, and the annual limitation would be increased each year to the extent that there is an unused limitation in a prior year. Similar rules may apply under state tax laws.

We have not previously completed a study to assess whether an ownership change for purposes of Section 382 has occurred, or whether there have been multiple ownership changes since our inception due to the significant costs and complexities associated with such study. However, we are currently in the process of completing a Section 382 study, to determine whether we have had any prior ownership changes and whether the Business Combination, if consummated, will constitute an ownership change. To the extent we have experienced a prior ownership change, or we experience an ownership change in the future (including as a result of the Business Combination) our ability to utilize NOLs to offset our income could be adversely affected.

Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to changes in law, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state income tax purposes. For these reasons, we may not be able to utilize a material portion of our NOLs, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our business, financial condition, and results of operations.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new solutions, or enhance our existing solutions, enhance our operating infrastructure, and acquire complementary businesses and technologies. In order to achieve these objectives, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

losses generated in tax years beginning after December 31, 2017, allows for the immediate expensing of certain capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. We continue to examine the impact the Tax Act may have on our business. Due to our plans to potentially expand into international markets, any changes in the U.S. or international taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition, and results of operations. The impact of the Tax Act and other changes to U.S. and non-U.S. tax laws, and regulations or interpretations thereof, on us or our business is uncertain and could be adverse. We urge prospective investors to consult with their legal and tax advisors with respect to the potential tax consequences of investing in or holding our common stock.

Certain U.S. state tax authorities may assert that we have a state nexus and seek to impose state and local income taxes which could harm our results of operations.

We are qualified to operate in, and file income tax returns in multiple states. There is a risk that certain state tax authorities where we do not currently file a state income tax return could assert that we are liable for state and local income taxes based upon income or gross receipts allocable to such states. States are becoming increasingly aggressive in asserting a nexus for state income tax purposes. We could be subject to state and local taxation, including penalties and interest attributable to prior periods, if a state tax authority successfully asserts that our activities give rise to a nexus. Such tax assessments, penalties and interest may adversely impact our results of operations.

If the merger does not qualify as a tax-deferred reorganization under Section 368(a) of the Code and/or part of a transaction governed by Section 351 of the Code, Sharecare stockholders may incur a substantially greater U.S. income tax liability as a result of the merger.

It is the opinion of King & Spalding LLP that the merger contemplated by the Merger Agreement will qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code and/or as part of a transaction governed by Section 351 of the Code. This opinion is based on facts and representations contained in representation letters provided by Sharecare, FCAC and Merger Sub and on customary factual assumptions, and further assumes that the merger is completed in the manner set forth in the Merger Agreement and the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part. If any assumption or representation is or becomes inaccurate, the U.S. federal income tax consequences of the merger could be adversely affected.

If the merger qualifies for such treatment, Sharecare stockholders generally will not recognize gain or loss upon their exchange of Sharecare common stock for New Sharecare common stock, except to the extent of any gain that must be recognized as a result of their receipt of any cash consideration (which gain may be treated as a dividend in certain circumstances). However, the obligations of Sharecare, FCAC and the Merger Sub to complete the merger are not conditioned on the receipt of opinions from King & Spalding LLP or White & Case LLP to the effect that the merger will qualify for such treatment, and the merger will occur even if it does not so qualify. Neither Sharecare nor FCAC has requested, or intends to request, a ruling from the U.S. Internal Revenue Service with respect to the U.S. federal income tax consequences of the merger. A tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the IRS. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position to the contrary. Accordingly, if the IRS or a court determines that the merger does not qualify for such treatment and is therefore a fully taxable transaction for U.S. federal income tax purposes, Sharecare stockholders generally would recognize taxable gain or loss on the total merger consideration (rather than only the cash component) they receive in connection with the merger. For a more complete discussion of U.S. federal income tax consequences of the merger, see the section titled “Material U.S. Federal Income Tax Considerations.”

Risks Related to Future Growth

Acquisitions and investments could result in operating difficulties, dilution, and other harmful consequences that may adversely affect our business, financial condition, and results of operations. Additionally, if we are not able to identify and successfully acquire suitable businesses, our operating results and prospects could be harmed.

In the past, we have made a number of acquisitions, and we may in the future make acquisitions to add employees, complementary companies, solutions, technologies, or revenue. These transactions could be material to our business, financial condition, and results of operations. We also expect to continue to evaluate and enter into discussions regarding a number of potential partnerships and other transactions with third parties. The identification of suitable

acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions on favorable terms, if at all. The process of integrating an acquired company, business or technology has created, and will continue to create unforeseen operating difficulties and expenditures. The areas where we face risks include:

•        diversion of management time and focus from operating our business to addressing acquisition integration challenges;

•        loss of key employees of the acquired company and other challenges associated with integrating new employees into our culture, as well as reputational harm if integration is not successful;

•        implementation or remediation of controls, procedures, and policies at the acquired company;

•        difficulties in integrating and managing the combined operations, technologies, technology platforms, and solutions of the acquired companies and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;

•        integration of the acquired company’s accounting, human resource, and other administrative systems, and coordination of product, engineering, and sales and marketing functions;

•        failure to successfully further develop the acquired technology or realize our intended business strategy;

•        our dependence on unfamiliar affiliates and partners of acquired businesses;

•        uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions;

•        unanticipated costs associated with pursuing acquisitions;

•        failure to successfully onboard clients or maintain brand quality of acquired companies;

•        responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, as well as, without limitation, liabilities arising out of their failure to maintain effective data protection and privacy controls and comply with applicable regulations;

•        inability to maintain our internal standards, controls, procedures, and policies;

•        difficulties in complying with antitrust and other government regulations;

•        challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP;

•        potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, client relationships, or intellectual property, are later determined to be impaired and written down in value; and

•        failure to accurately forecast the impact of an acquisition transaction.

Moreover, we rely heavily on the representations and warranties provided to us by the sellers of acquired companies, including as they relate to creation of, and ownership and rights in, intellectual property, existence of open source, and compliance with laws and contractual requirements. If any of these representations and warranties are inaccurate or breached, such inaccuracy or breach could result in costly litigation and assessment of liability for which there may not be adequate recourse against such sellers, in part due to contractual time limitations and limitations of liability.

Future acquisitions could also result in expenditures of significant cash, dilutive issuances of our equity securities, the incurrence of debt, restrictions on our business, contingent liabilities, amortization expenses or write-offs of goodwill, any of which could harm our financial condition. In addition, any acquisitions we announce could be viewed negatively by partners, clients, members, investors or our other stakeholders.

Additionally, competition within our industry for acquisitions of business, technologies, and assets is intense. Even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or the target may be acquired by another company. We may enter into negotiations for acquisitions that are not ultimately consummated. Those negotiations could result in diversion of management time and significant out-of-pocket costs. If we fail to evaluate and execute acquisitions successfully, we may not be able to realize the benefits of these acquisitions, and our operating results could be harmed. If we are unable to successfully address any of these risks, our business, financial condition, and results of operations could be harmed.

We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth.

We have experienced significant growth in the last 10 years. Future revenues may not grow at these same rates or may decline. Our future growth will depend, in part, on our ability to expand our footprint and establish new client relationships, expand our existing client relationships, including offering additional solutions to our existing clients, and grow and evolve our platform capabilities with the changing needs of our industry. We can provide no assurances that we will be successful in executing on these growth strategies or that, even if our key metrics would indicate future growth, we will continue to grow our revenue or to generate net income. Our ability to execute on our existing sales pipeline, create additional sales pipelines, and expand our client base depends on, among other things, the attractiveness of our solutions relative to those offered by our competitors, our ability to demonstrate the value of our existing and future solutions, our ability to foster and develop our existing and new partner relationships, and our ability to attract and retain a sufficient number of qualified sales and marketing leadership and support personnel. In addition, our existing clients may be slower to adopt our solutions than we currently anticipate, which could adversely affect our results of operations and growth prospects.

If we fail to effectively manage our growth, we may be unable to execute our business plan, adequately address competitive challenges or maintain our corporate culture, and our business, financial condition, and results of operations could be adversely affected.

Our historical rapid growth and expansion increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. We may not be able to manage growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial, and management processes and systems and to effectively expand, train, and manage our employee base. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative solutions or execute on our expansion strategy through acquisition or new partnership relationships. This could negatively affect our business performance.

The estimates of market opportunity and forecasts of market growth included herein may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates in this proxy statement/prospectus relating to the expected growth of the digital healthcare market may prove to be inaccurate. Even if the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all.

As we expand our international operations, we will increasingly face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or are more significant than in our domestic operations. Our exposure to these risks is expected to increase.

As we expand our international operations, we will increasingly face political, legal and compliance, operational, regulatory, economic, and other risks that we do not face or that are more significant than in our domestic operations. These risks vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Our international solutions need to meet country-specific client and member preferences as well

as country-specific legal requirements, including those related to licensing, digital healthcare, privacy, data storage, location, protection and security. Our ability to provide solutions internationally is subject to the applicable laws governing remote healthcare and the practice of medicine in such location, and the interpretation of these laws is evolving and vary significantly from country to county and are enforced by governmental, judicial and regulatory authorities with broad discretion. We cannot, however, be certain that our interpretation of such laws and regulations is correct in how we structure our operations, our arrangements with physicians, services agreements and customer arrangements.

Our international operations increase our exposure to, and require us to devote management resources to implement controls and systems to comply with, the privacy and data protection laws of non-U.S. jurisdictions and the anti-bribery, anti-corruption and anti-money laundering laws of the United States (including the FCPA) and similar laws in other jurisdictions. Implementing our compliance policies, internal controls, and other systems upon our expansion into new countries and geographies may require the investment of considerable management time and financial and other resources over a number of years before any significant revenues or profits are generated. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or employees, restrictions or outright prohibitions on the conduct of our business, and significant brand and reputational harm. We must regularly reassess the size, capability, and location of our global infrastructure and make appropriate changes, and must have effective change management processes and internal controls in place to address changes in our business and operations. Our success depends, in part, on our ability to anticipate these risks and manage these difficulties, and the failure to do so could have a material adverse effect on our business, operating results, financial position, brand, reputation and/or long-term growth.

Our international operations require us to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes, and time zones. Our international operations encounter labor laws, customs, and employee relationships that can be difficult, less flexible than in our domestic operations and expensive to modify or terminate. In some countries we are required to, or choose to, operate with local business partners, which requires us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges. Our international operations may also expose us to foreign currency exchange risks.

Risks Related to Being a Public Company

We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, financial condition, and results of operations.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the listing standards of Nasdaq and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems, and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, financial condition, and results of operations, although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business, financial condition, and results of operations.

We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our common stock less attractive to investors.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by stockholders, which could harm our business and adversely affect the market price of our common stock. We will cease to be an “emerging growth company” upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of becoming a public company).

As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the information we provide to our stockholders may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our common stock less attractive as a result, which may result in a less active trading market for our common stock and higher volatility in our stock price.

Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, the price of our common stock may be adversely affected, and our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the applicable listing standards of Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

As a result of the restatement described in Note 2 of the notes to the financial statements included herein, we identified a material weakness in our internal control over financial reporting, the disclosure of which may have an adverse impact on the price of our common stock (please refer to Part II, Item 9A of our Annual Report on Form 10-K/A, dated May 11, 2021, for further discussion). We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting, or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, or disclosure of management’s assessment of our internal control over financial reporting, may have an adverse impact on the price of our common stock.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses in our controls.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal control over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the

event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our common stock.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Following the issuance of the SEC Staff Statement, after consultation with our independent registered public accounting firm, our management and our audit committee concluded that it was appropriate to restate our previously issued audited financial statements as of December 31, 2020. As discussed elsewhere in this proxy statement/prospectus, we identified a material weakness in our internal controls over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in September 2020.

As a result of such material weakness, the restatement of our financial statements for the affected period, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on the business of the combined company and its results of operations and financial condition.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering in September 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, Class A common stock subject to possible redemption, additional paid-in capital, accumulated deficit and related financial disclosures for the fiscal year ended December 31, 2020 and for the quarterly period ended September 30, 2020.

To respond to this material weakness, we have devoted significant effort and resources to the remediation and improvement of our internal control over financial reporting. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with the September 2020 IPO, see “Note 2 — Restatement” to our accompanying consolidated financial statements.

We can give no assurance that the measures we have taken will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.

Vote Required and FCAC Board Recommendation

The Business Combination Proposal

FCAC stockholders are being asked to consider and vote on a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination. In particular, your attention is directed to the full text of the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Business Combination Proposal. The Business Combination cannot be completed unless the Business Combination Proposal is adopted by the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. FCAC stockholders of the Class A common stock and Stockholders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law.

THE FCAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

The Charter Proposal

Approval of the Charter Proposal requires the affirmative vote of at least a majority of the outstanding FCAC Shares, voting together as a single class. The failure to vote, abstentions and broker non-votes have the same effect as a vote “AGAINST” the Charter Proposal.

THE FCAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE CHARTER PROPOSAL.

The Advisory Charter Proposal

Approval of the Advisory Charter Proposal, which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Advisory Charter Proposal.

THE FCAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY CHARTER PROPOSAL.

The Stock Issuance Proposal

Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Stock Issuance Proposal.

THE FCAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

The Incentive Plan Proposal

Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Incentive Plan Proposal.

THE FCAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

Adjournment Proposal

If the chairman of the Special Meeting does not adjourn the Special Meeting, FCAC stockholders may be asked to vote on a proposal to adjourn the Special Meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) due to the absence of a quorum at the Special Meeting, (ii) to prevent a violation of applicable law, (iii) to provide to FCAC stockholders any supplement or amendment to this proxy statement/prospectus and/or (iv) to solicit additional proxies if FCAC reasonably determines that it is advisable or necessary to do so in order to obtain FCAC stockholder approval for the Merger Agreement and thereby approval of the Business Combination.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Adjournment Proposal.

THE FCAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Voting Your Shares

FCAC stockholders may vote electronically at the Special Meeting by visiting         or by proxy. FCAC recommends that you submit your proxy even if you plan to attend the Special Meeting. If you vote by proxy, you may change your vote by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.

If your FCAC Shares are owned directly in your name with our Transfer Agent, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

If you are a FCAC Stockholder of record you may use the enclosed proxy card to tell the persons named as proxies how to vote your shares. If you properly complete, sign and date your proxy card, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy card but do not mark your card to tell the proxies how to vote, your shares will be voted “FOR” the proposals to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination, and the other proposals presented at the Special Meeting.

Your shares will be counted for purposes of determining a quorum if you vote:

•        by submitting a properly executed proxy card or voting instruction form by mail; or

•        electronically at the Special Meeting.

Abstentions will be counted for determining whether a quorum is present for the Special Meeting.

Voting instructions are printed on the proxy card or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the Special Meeting.

Voting Shares Held in Street Name

If your FCAC Shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your FCAC Shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not generally have discretionary authority to vote on any of the proposals.

Broker non-votes are shares held by a broker, bank or other nominee or intermediary that are present or represented by proxy at the Special Meeting, but with respect to which the broker, bank or other nominee or intermediary is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not generally have voting power on such proposal. Because brokers, banks and other nominees or intermediaries do not generally have discretionary voting with respect to any of the proposals, if a beneficial owner of FCAC Shares held in “street name” does not give voting instructions to the broker, bank or other nominee for any proposal, then those shares will not be present or represented by proxy at the Special Meeting.

Revoking Your Proxy

If you are a FCAC Stockholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by:

•        timely delivering a written revocation letter to the Corporate Secretary of FCAC;

•        signing and returning by mail a proxy card with a later date so that it is received prior to the Special Meeting; or

•        attending the Special Meeting and voting electronically by visiting the website established for that purpose at          and entering the control number found on your proxy card, voting instruction form or notice you previously received. Attendance at the Special Meeting will not, in and of itself, revoke a proxy.

If you are a non-record (beneficial) FCAC Stockholder, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Share Ownership and Voting by FCAC’s Officers and Directors

As of the record date, the FCAC directors and officers and their affiliates had the right to vote          FCAC Shares, representing approximately 20% of the FCAC Shares then outstanding and entitled to vote at the meeting. FCAC’s initial stockholders (consisting of the Sponsor and FCAC’s executive officers and independent director nominees) and its directors at the time of its IPO have entered into a letter agreement with us to vote “FOR” the approval of the Business Combination Proposal, and we expect them to vote “FOR” the approval of the Charter Proposal, “FOR” the approval, on an advisory basis, of the Advisory Charter Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal.

Redemption Rights

Public stockholders may seek to redeem the public shares that they hold, regardless of whether they vote for or against the proposed Business Combination or do not vote at the Special Meeting. Any public stockholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay our taxes, divided by the number of then issued and outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the shares of the public shares. Accordingly, if a public stockholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

FCAC’s initial stockholders will not have redemption rights with respect to any FCAC Shares owned by them, directly or indirectly.

You will be entitled to receive cash for any public shares to be redeemed only if you:

•        (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and Public Warrants prior to exercising your redemption rights with respect to the public shares; and

•        prior to         , New York City time, on         , 2021, (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that FCAC redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC.

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming public stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their public shares.

Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so.

Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests and thereafter, with FCAC’s consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FCAC instruct the Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, FCAC will promptly return any public shares previously delivered by public holders.

For illustrative purposes, the cash held in the Trust Account on April 1, 2021 was $345,042,590.04 or $10.00 per public share. Prior to exercising redemption rights, public stockholders should verify the market price of FCAC Shares as they may receive higher proceeds from the sale of their FCAC Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FCAC cannot assure its stockholders that they will be able to sell their FCAC Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem your public shares and deliver your FCAC Shares (either physically or electronically) to the Transfer Agent, in each case prior to         , New York City time, on         , 2021, the deadline for submitting redemption requests, and the Business Combination is consummated.

Immediately following the Closing, New Sharecare will pay public stockholders who properly exercised their redemption rights in respect of their public shares.

Appraisal Rights

Neither FCAC stockholders nor FCAC warrant holders have appraisal rights in connection with the Business Combination under the DGCL.

Potential Purchases of Shares and/or Public Warrants

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FCAC or its securities, the Initial Stockholders, New Sharecare and/or its affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire FCAC Shares or vote their FCAC Shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented for approval at the Special Meeting are approved and/or (ii) FCAC satisfies the Minimum Proceeds Condition. Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Initial Stockholders for nominal value.

Costs of Solicitation

FCAC will bear the cost of soliciting proxies from FCAC stockholders.

FCAC will solicit proxies by mail. In addition, the directors, officers and employees of FCAC may solicit proxies from FCAC stockholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their services. FCAC will make arrangements with brokerage houses and other custodians, nominees, and fiduciaries for forwarding proxy solicitation material to the beneficial owners of FCAC Shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

FCAC has engaged a professional proxy solicitation firm, Morrow, to assist in soliciting proxies for the Special Meeting. FCAC has agreed to pay Morrow a fee of $         , plus disbursements. FCAC will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. FCAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. FCAC’s management team may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Other Business

FCAC is not aware of any other business to be acted upon at the Special Meeting. If, however other matters are properly brought before the Special Meeting, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the FCAC Board may recommend.

Attendance

Only FCAC stockholders on the record date or persons holding a written proxy for any stockholder or account of FCAC as of the record date may attend the Special Meeting. The Special Meeting will be held in a virtual meeting format only. You will not be able to attend the Special Meeting physically. If you hold your FCAC Shares in your name as a stockholder of record and you wish to attend the Special Meeting, please visit         and enter the control number found on your proxy card. If your FCAC Shares are held in “street name” in a stock brokerage account or by a bank, broker or other holder of record and you wish to attend the Special Meeting, you must obtain a legal proxy from the bank, broker or other holder of record in order to vote your shares electronically at the Special Meeting.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Morrow, the proxy solicitation agent for FCAC, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing         .

THE BUSINESS COMBINATION PROPOSAL

The FCAC stockholders are being asked to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. All FCAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

FCAC may consummate the Business Combination only if all of the condition precedent proposals are approved by the FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon.

Structure of the Business Combination

Pursuant to the Merger Agreement, Merger Sub will merge with and into Sharecare, with the separate corporate existence of Merger Sub ceasing and Sharecare surviving the merger as a wholly-owned subsidiary of FCAC. In addition, New Sharecare (formerly FCAC) will amend and restate its charter to be the Proposed Charter as described in the section of this proxy statement/prospectus titled “Description of New Sharecare Securities.”

Consideration to Sharecare Stockholders

FCAC has agreed to pay approximately $3.79 billion in aggregate consideration, which includes up to $275.0 million in cash. As consideration, each Sharecare stockholder (other than holders of the Sharecare Series D Preferred Stock) will have the right to receive a portion of the Cash Consideration (to the extent available) and shares of common stock of New Sharecare. Holders of the Sharecare Series D Preferred Stock will receive shares of New Sharecare Series A Preferred Stock as consideration (but will not be entitled to any Cash Consideration).

Cash Consideration

Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time will automatically be deemed to have made a proper election to receive cash for each Cash Electing Share, and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value. If the Aggregate Cash Election Amount exceeds the Cash Consideration, then each Cash Electing Share will convert into the right to receive (x) an amount in cash equal to the product of (1) the Per Share Merger Consideration Value and (2) the Cash Fraction and (y) a number of validly issued, fully paid shares of New Sharecare common stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction. The Cash Consideration will be equal to (A) the funds remaining in the Trust Account, following the redemption (if any) of public shares, the payment of transaction expenses and the payment of the Payoff Indebtedness, plus (B) the funds received by FCAC in the Equity Financing, plus (C) the amount of cash and cash equivalents of Sharecare determined in accordance with GAAP as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, minus (D) the Transaction Bonuses, minus (E) $401.0 million. The Cash Consideration will not be payable to Sharecare stockholders if, after satisfying FCAC’s redemption obligations, paying transaction expenses and indebtedness, the Balance Sheet Threshold is not met.

Stock Consideration

Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any Stock Electing Shares, and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration for each Stock Electing Share.

At the effective time, each share of Sharecare Series D Preferred Stock will be converted into the right to receive a number of New Sharecare Series A Preferred Stock equal to the Exchange Ratio.

At the effective time, each Sharecare option that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a closing New Sharecare option with the original option terms provided that the number of shares of underlying such

New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of contingent options equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio, which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

Each contingent option will have the same per share exercise price as each closing New Sharecare option and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate on the following day and the holder thereof will have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

Subject to certain exceptions, at the effective time, each Sharecare warrant that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

Cash in Lieu of Fractional Shares

No fractional shares of New Sharecare common stock will be issued as part of the Business Combination. In lieu of the issuance of any such fractional shares, New Sharecare has agreed to pay to each former holder of Sharecare common stock who otherwise would be entitled to receive such fractional share an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the fraction equal to the amount of the fractional share interest in a share of New Sharecare common stock to which such holder otherwise would have been entitled multiplied by (ii) the Closing Share Price.

Earnout Shares

At the Closing of the Business Combination and (i) immediately prior to the effective time, our Sponsor will, in accordance with the Sponsor Agreement, deliver to an escrow agent the Sponsor Earnout Shares, and (ii) immediately following the effective time, New Sharecare will deliver electronically to the earnout escrow agent, the stockholder earnout shares, which shares shall be allocated on a pro rata basis among the Sharecare stockholders who have received shares of New Sharecare common stock in accordance with the Merger Agreement. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

The earnout shares shall be released and delivered pursuant to the earnout conditions.

Any earnout shares to be released and distributed shall be released and distributed as shares of New Sharecare common stock. If the earnout conditions have not been satisfied following the fifth anniversary of the Closing Date, any earnout shares remaining in the earnout escrow account shall be automatically released to New Sharecare for cancellation and neither the members of the stockholder earnout group nor the Sponsor shall have any right to receive such earnout shares or any benefit therefrom.

The Private Placement and Strategic Financing

FCAC entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, FCAC agreed to issue and sell in private placements an aggregate of 42,585,000 shares of FCAC Class A common stock to the PIPE Investors for $10.00 per share.

The Private Placement is expected to close immediately prior to the consummation of the Business Combination. In connection with the Closing, all of the issued and outstanding shares of FCAC Class A common stock, including the shares of FCAC Class A common stock issued to the PIPE Investors, will be exchanged, on a one-for-one basis, for shares of New Sharecare common stock.

In conjunction with FCAC entering into Subscription Agreements with the PIPE Investors for the Private Placement, Sharecare agreed to sell the Strategic Investor, in a private placement to be consummated prior to the closing of the Business Combination, 62,500 shares of Sharecare Series D Preferred Stock (subject to the potential issuance of additional shares pursuant to the anti-dilution rights described below) for an aggregate purchase price of $50,000,000. The Strategic Financing was consummated on April 7, 2021. The Sharecare Series D Preferred Stock issued by Sharecare in the Strategic Financing has substantially the same terms as Sharecare’s existing preferred stock, except that the Sharecare Series D Preferred Stock has a liquidation preference over all other series of Sharecare preferred stock and is not subject to certain mandatory conversion provisions which apply to the other series of Sharecare preferred stock (including mandatory conversion in connection with the Business Combination).

Upon consummation of the Business Combination, each share of Sharecare Series D Preferred Stock (including any additional shares of Series D Preferred Stock, if any, issued pursuant to the Strategic Investor’s anti-dilution rights) will, unless converted into New Sharecare common stock at the election of the Strategic Investor, be automatically converted into New Sharecare Series A Preferred Stock. Immediately prior to the effective time, Sharecare will issue to the Strategic Investor, without the payment of additional consideration, a number of additional shares of Sharecare Series D Preferred Stock equal to the difference (but only to the extent greater than zero) between (i) the quotient of (x) 50,000,000 divided by (y) the product of (A) the volume-weighted average price of FCAC Common Stock for the five trading days immediately preceding the date upon which the effective time occurs (provided that such price may not be less than $10.00) multiplied by (B) the Exchange Ratio and (ii) 62,500.

The New Sharecare Series A Preferred Stock will be convertible at any time into New Sharecare common stock, at the Strategic Investor’s option, at a conversion price equal the issue price (as converted in connection with the Business Combination), subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and

the like. The New Sharecare Series A Preferred Stock will not accrue separate dividends. New Sharecare will have the right to require conversion of the New Sharecare Series A Preferred Stock beginning three years after the date of issuance at the then applicable conversion price if the closing price of New Sharecare common stock exceeds 130% of the issue price for the New Sharecare Series A Preferred Stock for at least 20 trading days during a period of 30 consecutive trading days. In addition, on the fifth anniversary of the date of issuance, the New Sharecare Series A Preferred Stock will be automatically redeemed at the applicable per share price (unless previously converted).

Sharecare has also entered into a letter of intent with the Strategic Investor to enter into the Collaboration Agreement to co-develop the Advocacy Product. In connection with the execution of the Collaboration Agreement, the Strategic Investor will have the right to receive warrants to purchase up to 62,500 shares of Sharecare common stock, which will be earned in eight approximately equal tranches based on specified performance thresholds tied to the number of paid annual subscribers for the Advocacy Product (with a three-year performance period to reach the milestones). New Sharecare will assume the obligation to issue the warrants at the Closing.

Background of the Business Combination

The terms of the Business Combination are the result of negotiations between the representatives of FCAC and Sharecare. The following is a brief description of the background of these negotiations and the resulting Business Combination.

FCAC is a blank check company incorporated in Delaware on June 5, 2020 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. FCAC’s intention was to capitalize on the substantial deal sourcing, investing, and operating expertise of FCAC’s management team to identify and combine with one or more businesses with high growth potential.

On September 24, 2020, FCAC consummated its IPO of 34,500,000 units, with each unit consisting of one share of FCAC Class A common stock and one-third of one warrant, generating gross proceeds of $345.0 million. Prior to the consummation of the IPO, the sponsor purchased 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Simultaneously with the consummation of the IPO, FCAC consummated the private sale of 5,933,334 private placement warrants to the sponsor, each of which entitles the holder to purchase one share of FCAC Class A common stock at an exercise price of $11.50 per share, at a price of $1.50 per warrant, generating gross proceeds of approximately $8.9 million.

Prior to the consummation of the IPO, neither FCAC, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with FCAC.

After the closing of the IPO, FCAC’s officers and directors commenced an active search for prospective businesses or assets to acquire in FCAC’s initial business combination. Representatives of FCAC were contacted by, and representatives of FCAC contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. FCAC’s officers and directors and their affiliates also brought to FCAC’s attention target business candidates.

We used the following general criteria and guidelines in identifying and evaluating prospective target businesses.

•        Business with Significant Revenue and Earnings Growth Potential.    We sought to acquire one or more businesses that we believe will have multiple organic and M&A-driven growth opportunities over time. We searched for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and a clear path to profitability.

•        Targets That Can Benefit from our Management Team’s and Eagle Equity Partners’ Relationships and Experience.    We sought to capitalize on our management team’s domain expertise acquired through decades of strategic deal-making in the media, digital media/consumer technology, interactive entertainment and related industries. We believe our management’s deep network of CEO-level and other C-suite/board relationships in addition to pre-eminent private and public market investors gave us a number of competitive advantages and would present us with a substantial number of potential business combination targets, particularly in the aforementioned industries.

•        Companies with Potential to Benefit from Digital Disruption.    We sought to acquire one or more businesses which currently, or have the potential to, benefit from digital disruption, or a disruption of the traditional business model.

•        High-Growth Markets.    We sought out opportunities in higher-growth sectors in the United States as well as in selected developed and emerging international markets.

These criteria were not intended to be exhaustive. The evaluation relating to the merits of a particular target company or a particular initial business combination may have been based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may have deemed relevant.

From the closing of the IPO through the signing of the letter of intent and term sheet with Sharecare in November 2020, FCAC identified and evaluated over 60 potential transactions, substantially all with potential targets in the health/wellness/lifestyle, media/sports/entertainment, digital media/consumer technology and, mobile gaming/interactive entertainment industries. Based on FCAC’s initial screening efforts and selection criteria, FCAC engaged in substantive discussions with five companies that were considered to be appropriate targets, including Sharecare. One such target (“Company W”) was in the OTT video streaming industry, and discussions with that target progressed to detailed due diligence. The second target (“Company X”) was in the interactive entertainment industry, and discussions with that target progressed to detailed term sheet negotiations. The third target (“Company Y”) was in the health/wellness/lifestyle industry, and discussions with that target progressed to a submission of an initial term sheet. The fourth target (“Company Z”) was in the B2B/consumer technology industry, and discussions with that target progressed to term sheet negotiations. These discussions covered various aspects of potential initial business combinations, such as target business operations, potential deal structures and other considerations.

During this initial stage of identifying potential target companies to the signing of the Merger Agreement, members of the FCAC Board, among other things, reviewed the businesses of potential targets, reviewed financial metrics and related assumptions of potential target companies and reviewed due diligence issues and proposed transaction terms.

On October 1, 2020, Mr. Kai-shing Tao, a member of Sharecare’s board of directors, and Mr. Richard Rosenblatt contacted Mr. Jeff Sagansky, a founding investor in FCAC and a member of the FCAC Board, to inquire about FCAC’s potential interest in a business combination with Sharecare. Sharecare was evaluating alternatives to accessing the public markets, including through a SPAC business combination. Based on a review of Sharecare’s introductory materials, FCAC entered into a non-disclosure agreement with Sharecare on October 8, 2020 and scheduled an introductory call with its management team.

FCAC engaged Goldman Sachs & Co. LLC (“Goldman Sachs”) to act as its financial advisor in connection with the potential transaction. Goldman Sachs was also the sole underwriter for FCAC’s IPO and had previously advised Sharecare in connection with an equity private placement transaction, which members of the FCAC Board reviewed and considered not to be a material conflict.

On October 12, 2020, Mr. Alan G. Mnuchin, Chairman and CEO of FCAC, and Mr. Sagansky held an introductory virtual meeting with Mr. Jeff Arnold, Chairman, CEO, and Founder of Sharecare, to review Sharecare’s business in more detail and discuss the company’s desire to access the public markets in a business combination with FCAC, rather than an initial public offering by Sharecare.

On October 14, 2020, FCAC terminated discussions with Company W after conducting detailed business due diligence and determining that Company W’s business risk profile and near-term outlook were inconsistent with FCAC’s selection criteria, and were not as promising and predictable as the near term growth prospects of Sharecare.

On October 15, 2020, Mr. Arnold and Ms. Dawn Whaley, President and Chief Marketing Officer of Sharecare, met with Mr. Mnuchin, Mr. Sagansky, and Mr. Harry Sloan, a founding investor in FCAC, in New York City to further discuss Sharecare’s business and strategy.

On October 20, 2020, Mr. Arnold and Ms. Whaley hosted a virtual meeting with Messrs. Mnuchin, Sagansky and Mr. Saif Rahman, Chief Financial Officer of FCAC, to review Sharecare’s key customer channels, its operations and growth opportunities. On October 22, 2020 and October 23, 2020, Mr. Arnold and Ms. Whaley along with Sharecare’s

President and Chief Financial Officer, Mr. Justin Ferrero, hosted follow-up virtual meetings with Messrs. Mnuchin, Rahman, and Sagansky to discuss these and other related topics in greater detail. As a result of these meetings, FCAC and Sharecare agreed that further discussions were merited.

Over the next several weeks, Sharecare provided FCAC and its representatives with due diligence materials, including financial information for FCAC to use in preparing its financial model. Representatives of FCAC and Sharecare held virtual meetings and telephonic conferences to discuss many commercial and legal elements of Sharecare’s business to assist FCAC and its advisors in developing FCAC’s financial model of the company and its business review of Sharecare. FCAC had discussions with Mr. Arnold, Ms. Whaley, Mr. Ferrero, Sharecare’s Chief Operating Officer, Pam Shipley; Sharecare’s Executive Vice President and General Manager of Provider Solutions, Natalie Schneider; Sharecare’s Executive Vice President and General Manager of Consumer Solutions, Laura Klein; Sharecare’s Chief Technology Officer, Naveen Saxena; and other senior management team members. In addition to business and financial diligence sessions, Sharecare held product demonstrations with representatives of FCAC and Goldman Sachs to provide an overview of the product’s capabilities.

During this time period, FCAC management modeled the Sharecare business in order to generate a view as to the near-term financial performance and growth potential for its wellness and digital healthcare product offerings, as well as the growth potential for the overall digital healthcare ecosystem. In particular, FCAC noted Sharecare’s unique position in offering a unified digital solution to all key constituents in the healthcare ecosystem, leveraging an enterprise-focused business model with significant contracted revenue to drive penetration and adoption. Further research was performed in evaluating the total addressable market and competitive landscape, relying on third party data sources. This evaluation, combined with FCAC’s evaluation of other public and private companies, would become the framework for FCAC’s proposal to Sharecare.

On October 25, 2020, FCAC terminated discussions with Company X after conducting extensive business due diligence and detailed negotiations of a term sheet after determining that a business combination with Sharecare would be more favorable for FCAC stockholders in light of Sharecare’s more predictable growth prospects compared to the growth prospects of Company X, each company’s market positioning, uniqueness, valuation, growth potential and other factors.

On November 1, 2020, following consideration of a combination of factors, including its management projections, various potential upside opportunities and the valuation implied by private capital raises that it was pursuing, Sharecare sent a proposed non-binding term sheet to FCAC, which non-binding term sheet contemplated (i) a proposed equity valuation of $3.95 billion, (ii) an option to elect for cash or stock in the merger, (iii) an earnout in favor of shareholders equal to 35% of the Sponsor promote, (iv) forfeiture of 35% of the Sponsor promote, (v) 50% of the Sponsor shares being subject to vesting, (vi) forfeiture of 50% of the private placement warrants, (vii) a PIPE of $150 million to $250 million, (viii) a $400 million minimum cash condition, and (ix) a dual-class voting structure, among other terms. During that week, representatives of FCAC participated in meetings with Sharecare’s management to continue its business due diligence. As negotiations continued, the parties focused on reaching agreement on equity valuation. FCAC arrived at its view on valuation based on a review of certain comparable company trading multiples as described under “— The FCAC Board’s Reasons for the Approval of the Business Combination”, FCAC’s evaluation and analysis of management’s financial projections including potential returns analyses and its view of an appropriate public market valuation for Sharecare. In discussions with Sharecare’s management team and Board, FCAC supported its valuation by emphasizing long-term returns for shareholders and a discount to comparable company trading multiples to position Sharecare for long-term success as a public company.

On November 6, 2020, FCAC sent a revised draft of the non-binding term sheet to Sharecare reflecting (i) enterprise value of $3.6 billion; (ii) an earnout in favor of shareholders equal to 20% of the Sponsor promote; (iii) forfeiture of 20% of the Sponsor promote; (iv) 25% of the Sponsor shares being subject to vesting; (v) forfeiture of 20% of the private placement warrants; (vi) a $250 million PIPE; and (vii) one class of common stock. FCAC’s revised proposal incorporated an enterprise value that FCAC believed was appropriate and also included a compromise with respect to the Sponsor promote, private placement warrants and size of PIPE as compared to Sharecare’s November 1, 2020 proposal. On November 8, 2020, Sharecare sent a revised draft of the non-binding term sheet to FCAC reflecting, among other things, the following terms: (i) an exclusivity provision; (ii) an equity value of $3.6 billion; (iii) allocation equal to 5% of the sponsor promote to Sharecare’s charitable foundation; and (iv) a staggered board. On November 10,

2020, FCAC responded to Sharecare that FCAC was generally in agreement with Sharecare’s November 8, 2020 proposal subject to minor modifications but did not agree to an equity value of $3.6 billion, which implied an enterprise value that was $65 million greater than FCAC’s offer.

During negotiations of principal terms, Sharecare made FCAC aware of a competing interest in the company by another SPAC. FCAC made multiple presentations to the Sharecare board of directors to discuss its proposal and emphasize the FCAC leadership team’s experience, track record and potential value-add to Sharecare going forward. Sharecare ultimately chose FCAC as its partner due to a combination of these factors and the long-term value creation potential with FCAC.

While negotiations with Sharecare ensued, FCAC continued to evaluate other potential transactions, including a potential merger with Company Y. After conducting business due diligence, FCAC submitted a non-binding indication of interest to Company Y in early November. However, on November 16, 2020, representatives of Company Y informed FCAC that it was not selected as a business combination partner, primarily due to FCAC’s lower indicative valuation compared to another proposed business combination partner. FCAC felt that its offer was reasonable in light of its assessment of Company Y and the smaller scale of Company Y’s business compared to Sharecare and chose not to increase its offer or pursue further discussions with Company Y.

On November 11, 2020, Mr. Rajeev Ronanki, Senior Vice President & Chief Digital Officer of the Strategic Investor and Mr. Arnold, were continuing ongoing and multi-faceted strategic commercial discussions between Sharecare and the Strategic Investor covering a wide range of topics. From these discussions, Sharecare expressed potential interest in acquiring doc.ai, an AI company in which the Strategic Investor had a 25% equity investment and a long-term commercial contract. As part of the transaction discussions, it was proposed that the Strategic Investor would roll 100% of its equity interest into Sharecare and would explore a more comprehensive strategic relationship between the Strategic Investor and Sharecare.

On November 17, 2020, Sharecare provided a revised draft of the non-binding term sheet to FCAC, reflecting minor adjustments to terms such as board classification and Sharecare’s valuation proposal of $3.6 billion of equity value. During the subsequent discussion, Sharecare communicated to FCAC that FCAC’s proposal could be viewed as superior to the alternative proposal being considered by Sharecare, when considering all factors, if FCAC agreed to a concession on valuation. FCAC determined that an equity valuation of $3.6 billion for Sharecare would be necessary to be selected by Sharecare as its business combination partner in light of a competing proposal.

The Sharecare board met on November 18, 2020 to consider the revised terms proposed by FCAC. As directed by the Sharecare board, Sharecare agreed to a $3.6 billion equity valuation compared to its initial $3.95 billion proposal based on its review of all factors it deemed relevant, including the directors’ views that FCAC’s proposal would best position Sharecare for long-term success as a public company including by attracting high-quality, long-term investors and leveraging the strength and experience of the FCAC management team. Regarding the Sponsor promote, Sharecare and FCAC agreed that in addition to 5.1 million founder shares to be retained by the FCAC founders, another 1.7 million founder shares would be retained by the FCAC founders when the common stock of the combined company achieves certain price targets ($12.50 and $15.00), 428,250 founder shares would be transferred to a charitable foundation to advance the charitable objectives of Sharecare and 1,284,750 founder shares would be forfeited and cancelled.

On November 20, 2020, representatives of Sharecare briefed FCAC regarding Sharecare’s interest in acquiring doc.ai and a potential strategic relationship with the Strategic Investor. FCAC agreed to modify its term sheet to provide Sharecare with the ability to pursue an acquisition of doc.ai, subject to a limitation on the proposed purchase price, in advance of a business combination with FCAC.

From November 23 to November 25, 2020, Mr. Mnuchin briefed each member of the FCAC Board on the potential business combination with Sharecare and moving toward a non-binding term sheet, which it compared against other targets FCAC management had pursued.

On November 27, 2020, FCAC and Sharecare entered into a non-binding letter of intent and term sheet concerning the Business Combination. Among other provisions, the non-binding letter of intent and term sheet set forth the use of IPO and PIPE proceeds, lock-ups, minimum proceeds, treatment of founder shares and the proposed equity valuation for Sharecare of $3.6 billion. The Equity Value for Sharecare would also be adjusted upward at closing

to reflect the purchase price paid by Sharecare in connection with any acquisitions that close prior to the closing of the Business Combination, including the acquisition of doc.ai. In addition, given FCAC’s exclusivity provisions beginning on December 5, 2020, FCAC would cease contact with other business combination targets prior to that date.

As a provision of the non-binding letter of intent, FCAC allowed Sharecare to pursue an alternative transaction (“Alternative Transaction”) with the Strategic Investor in which, should Sharecare be able to reach a non-binding letter of intent with the Strategic Investor and Private Equity Firm A within this time period, then FCAC’s offer would terminate.

While Sharecare was pursuing the Alternative Transaction, FCAC submitted a term sheet to Company Z after extensive business due diligence in the event that the transaction with Sharecare terminated. After discussions with the Strategic Investor and Private Equity Firm A, Sharecare informed FCAC on December 5, 2020 that it intended to pursue a transaction with FCAC and, therefore, the exclusivity provision would take effect. At that time, FCAC informed Company Z of its intention to pursue an alternative transaction and withdrew its offer. FCAC made this determination in part based on its assessment that a business combination with Sharecare was more favorable for FCAC stockholders than a business combination with Company Z, as it was immediately actionable, in an industry in which FCAC was focused and possessed the scale, growth, cash flow profile and other financial attributes that FCAC intended to target at the time of its IPO.

Following execution of the non-binding letter of intent and term sheet, on November 29, 2020, the parties and their respective legal counsel began to draft and prepare the definitive agreements relating to the transaction. The parties also began preparing an investor presentation for meetings with certain targeted investors in connection with a potential private placement in public equity (“PIPE Investment”) to be consummated concurrently with the closing of the proposed Business Combination.

On December 6, 2020, Sharecare communicated orally to FCAC that Sharecare would not be proceeding with a standalone deal with the Strategic Investor and Private Equity Firm A. The parties then confirmed by email that exclusivity would conclude on January 15, 2021. On December 11, 2020, the parties agreed to extend exclusivity to February 15, 2021.

On December 13, 2020, Sharecare and doc.ai entered into a non-binding letter of intent and term sheet to acquire 100% of the equity interests of doc.ai for a combination of equity and cash consideration.

In light of the proposed acquisition of doc.ai by Sharecare, the FCAC Board modified its proposed terms of the Business Combination by increasing the equity value of Sharecare by the purchase price to be paid by Sharecare under the doc.ai merger agreement and requiring the doc.ai merger be consummated prior to the consummation of the Business Combination.

On December 14, 2020, the FCAC Board held a special board meeting via video conference to discuss the proposed business combination and a more detailed review of FCAC’s search process leading to Sharecare. Mr. Mnuchin briefed the board on its key selection criteria, various discussions with potential targets, including Company W, Company X, Company Y, and Company Z and the key factors in determining that Sharecare was the most appropriate target. Mr. Rahman briefed the board on Sharecare’s business and financial profile, investment thesis, competitive landscape and transaction summary. Thereafter, FCAC continued its due diligence review of Sharecare.

On December 28, 2020, Mr. Mnuchin briefed each member of the FCAC Board regarding its conclusions following due diligence and an update on the overall transaction timeline.

On January 5 and January 6, 2021, representatives of Sharecare and representatives of FCAC met at Sharecare’s Atlanta office, with representatives from Goldman Sachs participating virtually, and discussed, among other topics, outstanding business due diligence items and preparations for the investor presentation to be used in connection with the Private Placement.

From December 14, 2020 through January 19, 2021, representatives of FCAC and White & Case LLP, counsel to FCAC (“White & Case”), participated in calls with representatives of Sharecare and King & Spalding LLP, counsel to Sharecare (“King & Spalding”), to discuss due diligence issues, focusing on regulatory regimes, intellectual property rights, cybersecurity and data privacy. On January 17, 2021, representatives of White & Case provided to representatives of King & Spalding an initial draft of the merger agreement, which contemplated a reverse triangular merger structure, which structure was accepted by Sharecare in its subsequent draft of the merger agreement, and the terms described in

The FCAC Board’s Reasons for the Approval of the Business Combination

On February 10, 2021, the FCAC Board unanimously (i) approved the signing of the Merger Agreement and the transactions contemplated thereby and (ii) directed that the Merger Agreement, related transaction documentation and other proposals necessary to consummate the Business Combination be submitted to FCAC stockholders for approval and adoption, and recommended that FCAC stockholders approve and adopt the Merger Agreement, related transaction documentation and such other proposals. Before reaching its decision, the FCAC Board reviewed the results of management’s due diligence, which included:

•        extensive meetings and calls with Sharecare’s management team and representatives regarding operations, company services, major customers, financial prospects, the pipeline of potential new customers and possible acquisitions, among other customary due diligence matters;

•        review of Sharecare’s material business contracts and certain other legal and commercial diligence;

•        regulatory review of Sharecare’s operating model;

•        financial and accounting diligence; and

•        detailed due diligence of the company’s financial projections model.

The FCAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the FCAC Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of the FCAC Board may have given different weight to different factors in their evaluation of the Business Combination.

In the prospectus for our IPO, we identified the following general criteria and guidelines that we believed would be important in evaluating prospective target businesses, although we indicated we may enter into a business combination with a target business that does not meet these criteria and guidelines.

•        Business with Significant Revenue and Earnings Growth Potential.    We will seek to acquire one or more businesses that we believe will have multiple organic and M&A-driven growth opportunities over time. We will search for attractive, growth-oriented businesses that exhibit sound, underlying fundamentals as well as demonstrated revenue growth and a clear path to profitability. This includes such potential targets that are currently, or have the potential to be, a category leader with long-term growth potential.

•        Targets That Can Benefit from our Management Team’s and Eagle Equity Partners’ Relationships and Experience.    While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on our management team’s domain expertise acquired through decades of strategic deal-making in the media, digital media/consumer technology, interactive entertainment and related industries. We believe our management’s deep network of CEO-level and other C-suite/board relationships in addition to pre-eminent private and public market investors will give us a number of competitive advantages and will present us with a substantial number of potential business combination targets, particularly in the aforementioned industries. We also expect to benefit from the investment partnership we have formed with Eagle Equity Partners, which is a founding investor in our sponsor. The teams at Ariliam Group and Eagle Equity Partners represent a unique combination of investing, financial, operational and transactional experience that we feel potential acquisition candidates will find highly desirable and complementary to their growth plans.

•        Companies with Potential to Benefit from Digital Disruption.    We will seek to acquire one or more businesses which currently, or have the potential to, benefit from digital disruption, or a disruption of the traditional business model.

•        High-Growth Markets.    We will seek out opportunities in higher-growth sectors in the U.S. as well as in selected developed and emerging international markets.

These illustrative criteria were not intended to be exhaustive. We stated in the IPO prospectus that any evaluation relating to the merits of a particular initial business combination would be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decided to enter into a business combination with a target business that does not meet the above criteria and guidelines, we indicated that would disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination.

In considering the Business Combination, the FCAC’s Board concluded that it met all the above criteria. In particular, the board considered the following positive factors, although not weighted or in any order of significance:

“Category of One” Company.    Sharecare’s unique digital health platform unifies the highly fragmented digital health ecosystem for all key constituents. While several publicly traded digital health companies compete with Sharecare in certain aspects of its business, Sharecare can offer all of these point solutions through an integrated, easy-to-use interface for enterprises and consumers.

High Sustainable Growth at Scale.    Sharecare has attracted a group of large enterprise clients for its unified platform through multi-year contracts with significant potential upside through activation of consumers on to various digital therapeutics solutions that improve wellness and lower health care costs. This group includes scaled health plans, including several “Blues,” large employers and governments.

Innovation.    Sharecare has been able to innovate with new solutions for its existing client base driven by evolving demands, including the development and addition of digital therapeutics, additional service offerings and new digitally-enabled solutions. Sharecare’s most recent entry into the newly emerging Health Security sector driven by conditions brought upon by COVID-19 demonstrates Sharecare’s ability to innovate in real time. Its proposed acquisition of doc.ai will further accelerate Sharecare’s technology capabilities to use AI to create predictive solutions that can be integrated into its current digital offering

Attractive Adjusted EBITDA and Cash Flow Profile.    Sharecare is unique as a high growth digital healthcare business that is EBITDA and cash flow positive, unlike its peer group. In 2021, Sharecare is projected to generate $31 million of Adjusted EBITDA on $396 million of total revenue (approximately 8% Adjusted EBITDA margin). The company’s favorable unit economics and operating leverage are projected to drive normalized Adjusted EBITDA to approximately 25% over the medium term. Sharecare is accomplishing this margin expansion while investing extensively into its business through the addition of over 100 salespeople and approximately 100 product and technology professionals over the next three years.

Experienced and Motivated Management Team.    Sharecare is a founder-driven business led by its Chief Executive Officer, Mr. Arnold. Mr. Arnold and his core leadership team have a highly successful track record of developing successful businesses that address key solutions for the market while generating significant value for shareholders. Mr. Arnold launched WebMD in 1998, the first healthcare company to harness the power of the Internet to create a destination for consumers, healthcare institutions, and physicians to find trustworthy medical information. In 1999, WebMD merged with Healtheon Corp. in a transaction valued at $7.9 billion. Mr. Arnold later served as Chief Executive Officer and Chairman of HowStuffWorks.com, an award-winning online how-to resource, that was sold to Discovery Communications in 2007 for $250 million.

Mr. Arnold has reinforced his core team, many of whom he has worked with for over 20 years, with a diverse group of individuals from various professional backgrounds and areas of expertise, including most recently hiring Ms. Pam Shipley as Chief Operating Officer. Ms. Shipley most recently was Senior Vice President, Markets, overseeing a multi-billion dollar revenue unit for Centene Corporation.

Under the Merger Agreement, FCAC has agreed to combine with Sharecare based on a $3.79 billion pre-money equity valuation to be paid in cash and common shares of FCAC. The total consideration represents a market value of equity in excess of 80% of the assets held in FCAC’s Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account), a requirement for an initial business combination under our Current Charter.

Although the FCAC Board did not seek a third-party valuation, and did not receive any report, valuation or opinion from any third party in connection with the Business Combination, the board of directors relied on the following sources (i) due diligence on Sharecare’s business operations; (ii) extensive research reports and data related to the

digital healthcare industry in the United States and internationally; (iii) FCAC management’s collective experience in public markets transactions in constructing and evaluating financial models/projections and conducting valuations of businesses; and (iv) FCAC management’s collective experience with similar digital technology business models.

During the course of valuing Sharecare, FCAC’s management also identified several comparable public companies in the digital healthcare space. Although Sharecare does not have a direct operating comparable that offers a comprehensive digital healthcare platform, the FCAC Board determined that the most relevant publicly traded high-growth digital healthcare companies are Accolade, American Well, One Medical, Phreesia and Teladoc. FCAC’s management believes that the combined company is likely to be considered to be in one or more of these categories by potential investors based on its business and financial model.

The following is the financial trading multiples of these companies and Sharecare that was considered by the FCAC Board:

____________

Source: Information for companies other than Sharecare have been obtained from public filings and data from Thompson, IBES and Wall Street Research as of January 22, 2021. Companies with multiples greater than 50x or less than 0x were excluded from computation of the median multiples listed in the table above.

Note: The comparable company figures represent the medians for each peer group.

(1)      Represents 2021E Revenue multiple divided by 2020E to 2022E revenue CAGR.

(2)      Represents 2022E Revenue multiple divided by 2020E to 2022E revenue CAGR.

(3)      Sharecare’s multiples are based on a $3.75 billion Enterprise Value, calculated as $4.15 billion standalone equity value less $401 million of net balance sheet cash, divided by projected 2021 and 2022 revenue and gross profit, as provided by Sharecare’s management:

Certain Projected Financial Information

In connection with its consideration of the potential business combination, the FCAC Board were provided with the projections set forth above prepared by management of Sharecare (collectively, the “Projections”).

The Projections are included in this proxy statement/prospectus solely to provide FCAC’s stockholders access to information made available in connection with the FCAC Board’s consideration of the proposed business combination. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were prepared, which was January 15, 2021.

The Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. The Projections have not been audited. Neither the independent registered public accounting firms of Sharecare nor FCAC or any other independent accountants, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their achievability, and the independent accounting firms of Sharecare and FCAC assume no responsibility for, and disclaim any association with, the Projections, as further described in the “Cautionary Note Regarding Forward-Looking Statements” on page 6.

The Projections were prepared in good faith by Sharecare management based on their reasonable estimates and assumptions with respect to the expected future financial performance of Sharecare at the time the Projections were prepared and speak only as of that time.

While presented with numerical specificity, the Projections are forward-looking and reflect numerous estimates and assumptions, including, but not limited to, the following:

•        Sharecare continuing to have annually recurring revenue streams across its enterprise and provider channels, based on long-term standard contract lengths and low customer attrition. On average, between 75-80% of Sharecare’s revenues are recurring in nature, which is a significant factor in calculating revenue projections in the current and near-term periods;

•        no material acquisitions or divestures by Sharecare;

•        other general business and market assumptions, including Sharecare maintaining strong relationships with its current clients and partners, the historical performance of Sharecare, increasing the number of eligible lives Sharecare adds to its digital platform from 8.8 million at the end of 2020 to 9.7 million by the end of 2021 and increasing the number of medical records Sharecare processes from 4.2 million in 2020 to 5.0 million in 2021, economic and market growth consistent with recent years, continued expansion of new service offerings, continued operation of current technological capabilities and improvements thereto, Sharecare’s current and anticipated market position relative to its peers and other future prospects of Sharecare;

•        Sharecare’s platform-based health management programs for employers and health plans, its data- and information-driven solutions for healthcare providers, and its ad and content delivery services will continue to be available in the manner in which they are currently offered;

•        the digital health ecosystem will remain fragmented for key constituents, including employers, health plans, providers and consumers;

•        Sharecare’s market position vis-à-vis its existing competitors and new market entrants continues to expand based on its investment in R&D to offer what Sharecare believes is the industry’s most unified, comprehensive platform that addresses the collective needs across wellness/wellbeing, benefits navigation and health navigation;

•        an assumed investment in excess of $26 million in capitalized assets in 2021 to enhance Sharecare’s infrastructure and drive and support additional product offerings; and

•        increases to Sharecare’s costs of revenue in line with the direct cost assumptions of the applicable product/service, sales and marketing expenses as Sharecare invests in 120 additional staff over the following three years, product and technology expenses and general and administrative expenses to reflect the investments necessary to continue to scale Sharecare’s business and to reflect increases necessary to operate as a public company, including $6 million in annualized expenses added in 2021 that are tied to additional SEC reporting and internal control staffing as well as public company D&O insurance.

The Projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Sharecare’s business, all of which are difficult to predict and many of which are beyond the preparing parties’ control including, among other things, the matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” These Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Furthermore, the Projections do not take into account any circumstances or events occurring after the date they were prepared, including changes in management’s plans or objectives.

The Projections were prepared solely for internal use to assist FCAC in its evaluation of Sharecare and the Business Combination. Sharecare has not warranted the accuracy, reliability, appropriateness or completeness of the Projections to anyone, including FCAC. Neither Sharecare’s management nor any of its respective representatives has made or makes any representations to any person regarding the ultimate performance of Sharecare relative to the Projections. The Projections are not fact. The Projections are not a guarantee of actual future performance. Should any of the assumptions mentioned above suffer a significant negative impact, Sharecare’s financial results, including projected revenues, profit and adjusted EBITDA, may differ materially from its expectations. If actual results differ from our estimates, analysts may negatively react and our stock price could be materially impacted.

The Projections are not included in this proxy statement/prospectus in order to induce any FCAC stockholders to vote in favor of any of the proposals at the Special Meeting.

We encourage you to review the financial statements of Sharecare included in this proxy statement/prospectus, as well as the financial information in the sections entitled “Summary Historical Consolidated Financial Information of Sharecare”, and “Unaudited Pro Forma Combined Financial Information” in this proxy statement/prospectus and to not rely on any single financial measure.

Neither FCAC nor Sharecare or any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized.

The board of directors also gave consideration to the following negative factors (which are more fully described in the “Risk Factors” section of this proxy statement/prospectus), although not weighted or in any order of significance:

The risk that our public stockholders would vote against the Business Combination proposal or exercise their redemption rights

The board of directors considered the risk that some of the current public stockholders would vote against the Business Combination proposal or decide to exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account to an amount below the minimum required to consummate the Business Combination. The board concluded, however, that this risk was substantially mitigated because FCAC will have secured commitments equal approximately to $467 million, which is more than the minimum proceeds necessary for closing. Further, the fact that public stockholders may vote for the Business Combination proposal while also exercising their redemption rights mitigates against any incentive a public stockholder might have to vote against the Business Combination proposal, especially to the extent that they hold public warrants which would be worthless if the Business Combination is not completed.

Our management and directors may have different interests in the Business Combination than the public stockholders

The board of directors also considered the fact that members of our management and board of directors may have interests that are different from, or are in addition to, the interests of our stockholders generally, including the matters described under “— Interests of FCAC’s Directors and Officers and Others in the Business Combination” below. However, our board of directors concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the IPO prospectus, (ii) these disparate interests would exist or may be even greater with respect to a business combination with another target company and (iii) a portion of the New Sharecare common stock to held by our Sponsor has been deferred to an earnout structure based on a certain gradient of gross proceeds raised, although the 60,000 founder shares that will be held by FCAC’s other directors are not subject to this earnout.

Risks related to Sharecare’s business

With respect to Sharecare’s business, FCAC management and the board of directors considered (i) the concentration of Sharecare’s client base; (ii) Sharecare’s historical growth rates and its ability to significantly accelerate its growth rate; (iii) the competitive industry in which Sharecare operates; and (iv) Sharecare’s ability to adapt to changing market conditions, including due to COVID-19. FCAC management and the board of directors believed that although these risks could not be eliminated, the Sharecare management team was aware of these risks and was well-positioned to address them.

Regulatory Approvals

The Business Combination is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the HSR Act. The waiting period ended on March 31, 2021 at 11:59 pm.

Satisfaction of 80% Test

FCAC’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for its IPO with respect to FCAC’s initial business combination, including that the Business Combination had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Merger Agreement.

As of the date of the execution of the Merger Agreement, the balance of funds in the Trust Account was approximately $345.1 million, 80% thereof represents approximately $276.1 million. In reaching its conclusion that the business combination meets the 80% test, the board of directors used as a pre-money equity valuation to be paid in cash and common shares of FCAC of $3.79 billion, which was implied based on the terms of the transactions agreed to by the parties in negotiating the Merger Agreement. In determining whether the purchase price represents the fair market value of Sharecare, the FCAC Board considered all of the factors described in the section entitled “The Business Combination Proposal — The FCAC Board’s Reasons for Approval of the Business Combination.” As a result, the board of directors concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the Trust Account. In light of the financial background and experience of the members of our management team and the board of directors in valuing companies in the digital healthcare space, the board of directors believes that the members of our management team and the Board are qualified to determine whether the Business Combination meets the 80% test. The board of directors did not seek or obtain an opinion of an outside fairness or valuation advisor as to whether the 80% test has been met.

Interests of FCAC’s Directors and Officers in the Business Combination

In considering the recommendation of our board of directors in favor of approval of the Business Combination Proposal, it should be noted that our directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a FCAC Stockholder. These interests include, among other things:

•        If we are unable to complete our initial business combination by September 24, 2022, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

•        There will be no liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete a business combination within the required period. On June 5, 2020, our Sponsor purchased an aggregate of 8,625,000 founder shares in exchange for a capital contribution of $25,000, or approximately $0.003 per share. On August 26, 2020, our Sponsor transferred 20,000 founder shares to each of Edgar Bronfman Jr., Karen Finerman and Michael Ronen, three of our directors, resulting in our Sponsor holding 8,565,000 founder shares or approximately 20% of the outstanding common stock after the consummation of IPO. Upon the Closing, such founder shares will be converted into 6,912,000 shares of New Sharecare common stock and 4,746,667 Private Placement Warrants.

•        Simultaneously with the closing of its IPO, FCAC consummated the sale of 5,933,334 Private Placement Warrants at a price of $1.50 per warrant in a private placement to our Sponsor, generating gross proceeds, before expenses, of approximately $8,900,000. The warrants are each exercisable commencing the later of 30 days following the Closing of the Business Combination and 12 months from the closing of our IPO, which occurred on September 24, 2020, for one share of Class A common stock at $11.50 per share. If we do not consummate a business combination transaction by September 24, 2022, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Initial Stockholders will be worthless. The warrants held by our Initial Stockholders had an aggregate market value of approximately $18.0 million based upon the closing price of $3.03 per warrant on Nasdaq on February 10, 2021.

•        Our Sponsor, officers and directors will lose their entire investment of $8,925,000 consisting of the Sponsor’s $25,000 initial investment and the Sponsor’s $8,900,000 private placement warrant purchase price if we do not complete a business combination by September 24, 2022.

•        Alan G. Mnuchin and Jeff Sagansky will continue to serve as directors of New Sharecare after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New Sharecare Board determines to pay to its directors.

•        Our Sponsor, officers and directors collectively (including entities controlled by officers and directors) have made an aggregate average investment per share of $0.613 (including the 8,625,000 founder shares and 5,933,334 Private Placement Warrants) as of the consummation of the IPO. As a result of the significantly lower investment per share of our Sponsor, officers and directors as compared with the investment per share of our public stockholders, a transaction which results in an increase in the value of the investment of our Sponsor, officers and directors may result in a decrease in the value of the investment of our public stockholders.

•        Our Initial Stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if FCAC fails to complete a business combination by September 24, 2022.

•        In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

•        Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to FCAC and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans. As of April 1, 2021, there was approximately $345,042,590.04 in investments and cash held in the Trust Account and approximately $1.1 million of cash held outside the Trust Account available for working capital purposes.

•        Following the consummation of the Business Combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•        Upon the Closing, subject to the terms and conditions of the Merger Agreement, our Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by FCAC from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination.

•        The Initial Stockholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination.

•        In connection with Closing, we will enter into the Registration Rights Agreement, which will provide certain FCAC stockholders, including the Initial Stockholders, the Strategic Investor and certain Sharecare stockholders and their permitted transferees with registration rights.

•        Upon the signing of the Merger Agreement, our Sponsor entered into the Sponsor Agreement with Sharecare, pursuant to which our Sponsor agreed, subject to the consummation of the Merger, that the Sponsor Shares shall convert into FCAC Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and that our Sponsor waives any additional anti-dilution adjustments to which it would otherwise be entitled pursuant to Section 4.3(b)(ii) of the Current Charter. Our Sponsor also agreed to the cancellation of 1,284,750 shares of FCAC and to transfer 428,250 shares of FCAC to a charitable foundation designated by the Company.

•        Upon the signing of the Merger Agreement, our Sponsor and FCAC entered into the Acquiror Support Agreement with Sharecare pursuant to which our Sponsor agreed to vote all shares of FCAC beneficially owned by it in favor of each of the proposals at the Special Meeting and to vote against any action, agreement or transaction, or proposal that would reasonably be expected to result in the failure of the Merger from being consummated.

•        At the Closing, 1,713,000 shares of New Sharecare common stock will be delivered to an escrow agent and allocated to our Sponsor to be released to our Sponsor upon the occurrence of certain milestones set forth in the Merger Agreement. Any such shares remaining in escrow following the fifth anniversary of the Closing Date shall be released to New Sharecare for cancellation.

Certain Engagements in Connection with the Business Combination and Related Transactions

Goldman Sachs was engaged by FCAC to act as financial advisor to FCAC in connection with the Business Combination, and will receive compensation in connection therewith. In addition, Goldman Sachs was sole underwriter on the IPO of FCAC. Morgan Stanley was engaged by Sharecare to act as financial advisor to Sharecare in connection with the Business Combination and will receive compensation in connection therewith.

FCAC also engaged Goldman Sachs to act as co-placement agent with Morgan Stanley and J.P. Morgan on its $425 million PIPE. Goldman Sachs, Morgan Stanley and J.P. Morgan will receive fees and expense reimbursements in connection therewith. Goldman Sachs provided FCAC with a disclosure letter describing the various roles that Goldman Sachs has served in with Sharecare and any other material relationships Goldman Sachs has with Sharecare. After carefully considering the potential benefits of engaging Morgan Stanley for both roles, FCAC and Sharecare each consented to Morgan Stanley’s roles as financial advisor to Sharecare in connection with the Business Combination and as co-placement agent to FCAC in connection with the PIPE and waived any potential conflicts in connection with such dual roles.

In addition, Goldman Sachs (together with its affiliates), Morgan Stanley (together with its affiliates) and J.P. Morgan (together with its affiliates) are each full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investing, hedging, market making, brokerage and other financial and non-financial activities and services. From time to time, Goldman Sachs, Morgan Stanley, J.P. Morgan and their affiliates have provided various investment banking and other commercial dealings unrelated to the Business Combination or the PIPE to Sharecare and its affiliates, and FCAC and its affiliates, and has received customary compensation in connection therewith. In addition, Goldman Sachs, Morgan Stanley, J.P. Morgan and their respective affiliates may provide investment banking and other commercial dealings to FCAC, Sharecare and their respective affiliates in the future, for which they would expect to receive customary compensation.

In addition, in the ordinary course of its business activities, Goldman Sachs, Morgan Stanley, and J.P. Morgan and their respective affiliates, officers, directors and employees may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of FCAC or its affiliates. Goldman Sachs, Morgan Stanley, J.P. Morgan and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Where actual amounts are not known or knowable, the figures below represent Sharecare’s good faith estimate of such amounts assuming a Closing as of [•], 2021.

Directors and Executive Officers of New Sharecare After the Business Combination

Subject to the occurrence of the Closing and any limitation with respect to any specific individual imposed under applicable laws and the listing requirements of Nasdaq, effective as of the Closing, FCAC will take all actions necessary or appropriate (including securing resignations or removals and making such appointments as are necessary) to cause the New Sharecare Board to consist of the persons designated by Sharecare in writing prior to Closing (including the person contemplated to be on the New Sharecare Board pursuant to the Merger Agreement). On the Closing Date, FCAC shall enter into customary indemnification agreements reasonably satisfactory to Sharecare with the individuals to be elected as members of the New Sharecare Board, which indemnification agreements shall continue to be effective immediately following the Closing.

Except as otherwise directed in writing by Sharecare, and conditioned upon the occurrence of the Closing, FCAC will take all actions necessary or appropriate (including securing resignations or removals and making such appointments as are necessary) to cause the persons constituting the officers of Sharecare prior to the effective time of the Business Combination to be the officers of New Sharecare (and holding the same titles as held at Sharecare) until the earlier of their resignation or removal or until their respective successors are duly appointed.

Sharecare will take all necessary action prior to the effective time of the Business Combination such that (a) each director of Sharecare in office immediately prior to the effective time of the Business Combination shall cease to be a director immediately following the effective time of the Business Combination (including by causing each such director to tender an irrevocable resignation as a director, effective as of the effective time of the Business Combination) and (b) certain directors or executive officers of Sharecare, determined by Sharecare and communicated to FCAC in writing prior to the Closing Date, shall be appointed to the board of directors of the Surviving Company, effective as of immediately following the effective time of the Business Combination, and, as of such time, shall be the only the directors of Surviving Company (including by causing the Sharecare board of directors to adopt resolutions prior to the effective time of the Business Combination that expand or decrease the size of the Sharecare board of directors, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Sharecare board of directors). Each person appointed as a director of the Surviving Company pursuant to the preceding sentence shall remain in office as a director of the Surviving Company until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Except as otherwise directed in writing by Sharecare, the persons constituting the officers of Sharecare prior to the effective time of the Business Combination will continue to be the officers of the Surviving Company (and will hold the same titles as held at Sharecare) until the earlier of their resignation or removal or until their respective successors are duly appointed.

Stock Exchange Listing

FCAC’s units, Class A common stock and Public Warrants are publicly traded on Nasdaq under the symbols “FCACU,” “FCAC” and “FCACW,” respectively. FCAC intends to apply to list the New Sharecare common stock and Public Warrants on Nasdaq under the symbols “SHCR” and “SHCRW,” respectively, upon the Closing of the Business Combination. New Sharecare will not have units traded following the Closing of the Business Combination.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, FCAC will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of 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.

Sharecare has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        Sharecare’s existing stockholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 95% of the voting interest in each scenario;

•        The largest individual minority stockholder of the combined entity is an existing stockholder of Sharecare;

•        Sharecare’s directors will represent the majority of the New Sharecare Board;

•        Sharecare’s senior management will be the senior management of New Sharecare; and

•        Sharecare is the larger entity based on historical revenue and has the larger employee base.

The preponderance of evidence as described above is indicative that Sharecare is the accounting acquirer in the Business Combination.

Vote Required for Approval

This Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only with the affirmative vote of a majority of the votes cast by FCAC stockholders present in person (which would include presence at the virtual Special Meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the proposal.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal, as described below) will not be presented to the stockholders for a vote.

FCAC’s Sponsor, Edgar Bronfman Jr., Karen Finerman and Michael Ronen, along with FCAC’s directors and officers have agreed to vote the founder shares and any public shares owned by them in favor of the Business Combination Proposal. See “Other Agreements — FCAC Letter Agreement” and “Other Agreements — Sponsor Agreement” for more information.

THE MERGER AGREEMENT

The following describes certain aspects of the Business Combination, including the material provisions of the Merger Agreement. The following description of the Merger Agreement is subject to, and qualified in its entirety by reference to, the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A, and is incorporated by reference into this proxy statement /prospectus. We urge you to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Business Combination.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary are included to provide you with information regarding the terms of the Merger Agreement. The Merger Agreement contains representations and warranties by FCAC and Sharecare. The representations, warranties and covenants made in the Merger Agreement by FCAC and Sharecare were qualified and subject to important limitations agreed to by FCAC and Sharecare in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the Business Combination if the representations and warranties of the other party were to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing or attempting to set forth matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and some were qualified by the matters contained in the confidential disclosure schedules that FCAC and Sharecare each delivered in connection with the Merger Agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Merger Agreement.

For the foregoing reasons, the representations and warranties or any descriptions of those provisions should not be read alone or relied upon as presenting the actual state of facts or condition of FCAC or Sharecare, or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 253. FCAC will provide additional disclosures in its public reports to the extent it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the Merger Agreement and will update such disclosure as required by federal securities laws.

Closing and Effective Time of the Merger

Unless FCAC and Sharecare otherwise mutually agree, the Closing will take place on the date which is three business days after the Closing Date. See “The Merger Agreement — Conditions to Closing” beginning on page 118 for a more complete description of the conditions that must be satisfied prior to Closing.

On the Closing Date, FCAC and Sharecare will effect the Business Combination by filing a certificate of merger with the Secretary of State of the State of Delaware, and the Business Combination will become effective at the time the certificate of merger has been duly filed. The time at which the Business Combination becomes effective is sometimes referred to in this proxy statement/prospectus as the “effective time”.

As of the date of this proxy statement/prospectus, the parties expect that the Business Combination will be effective during the third quarter of 2021. However, there can be no assurance as to when or if the Business Combination will occur.

If the Business Combination is not completed by August 31, 2021, the Merger Agreement may be terminated by either FCAC or Sharecare. However, a party may not terminate the Merger Agreement pursuant to the provision described in this paragraph if the failure of the Closing to occur by the Termination Date is due primarily to the failure of the party seeking to terminate the Merger Agreement to fulfil any obligations of such party set forth in the Merger Agreement. See “The Merger Agreement — Termination” beginning on page 120.

Treatment of Company Options and Company Warrants

At the effective time, each Sharecare option that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Sharecare and will be converted into an option to acquire common stock of New Sharecare with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time provided that the number of shares underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.

At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of contingent options equal to the product of (i) the number of Sharecare options held by such holder, and (ii) Earnout Ratio, which product will be rounded down to the nearest whole number of shares. The Earnout Ratio will be determined by dividing (a) 1,500,000 by (b) the total number of shares of Sharecare common stock issued and outstanding as of immediately prior to the effective time (including (i) shares of Sharecare common stock issued upon the conversion of Sharecare preferred stock, including following the conversion of convertible notes immediately prior to the Sharecare preferred stock conversion as provided in the Sharecare Support Agreements, and (ii) any shares of Sharecare common stock issued or issuable upon the exercise of all Sharecare options and Sharecare warrants, in each case, on a net exercise basis). Assuming that the effective time occurred on May 11, 2021, the Earnout Ratio would be 0.27.

Each contingent option shall have the same per share exercise price as each New Sharecare option and will be subject to the original option terms. Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options held, the achievement of certain earnout conditions and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date. Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate on the day following such fifth anniversary and the holder thereof shall have no rights with respect to such contingent options thereafter. Notwithstanding anything to the contrary, if a contingent option is forfeited because a holder of the contingent option does not remain employed by, or in the service of, New Sharecare or its subsidiary through an applicable vesting date, the shares of New Sharecare common stock underlying such contingent option shall revert back to the earnout escrow account for release, if applicable, to the stockholder earnout group.

Subject to certain exceptions, at the effective time, each Sharecare warrant that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to (i) the Per Share Merger Consideration, multiplied by (ii) the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment. For the avoidance of doubt, any Sharecare warrant which has a per share exercise price that is greater than or equal to the Per Share Merger Consideration Value shall be cancelled at the effective time for no consideration or payment. As of the effective time, all Sharecare warrants shall no longer be outstanding and each former holder of a Sharecare warrant shall cease to have any rights with respect to such warrant (except as described in the following sentence). Notwithstanding the foregoing, as of the effective time, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the parties thereto, New Sharecare shall assume (i) certain contractual arrangements with Sharecare customers and other parties that provide for the issuance of Sharecare warrants upon achievement of certain milestones and (ii) certain unvested warrants to purchase Sharecare capital stock and other Sharecare warrants held by holders that are not Specified Warrantholders.

Covenants and Agreements

Conduct of Sharecare Businesses Prior to the Completion of the Merger

Sharecare has agreed that, prior to the effective time of the Business Combination, it will use commercially reasonable efforts to conduct and operate its business in the ordinary course, and to preserve intact its current business organization and ongoing businesses and maintain the existing relations and goodwill with its customers, suppliers, joint venture partners, distributors and creditors, and to maintain all of its insurance policies.

In addition to the general covenants above, Sharecare has agreed that prior to the effective time of the Business Combination, subject to specified exceptions, it will not without the written consent of FCAC (which may not be unreasonably withheld, conditioned or delayed):

•        except as stipulated by the Merger Agreement, and except for the amendment of the Sharecare certificate of incorporation to provide for Sharecare Series D Preferred stock in connection with the Strategic Financing, change or amend the certificate of incorporation or the bylaws of Sharecare;

•        (i) make, declare or pay any dividend or distribution (whether in cash, stock or property) to its stockholders in their capacities as stockholders, (ii) effect any recapitalization, reclassification, split or other change in its capitalization, (iii) except with respect to company options outstanding as of the date of the Merger Agreement pursuant to a Sharecare stock plan, repurchase redeem or otherwise acquire or offer to repurchase redeem or otherwise acquire any shares of its capital stock or other equity interests or (iv) except for the issuance of Sharecare Series D Preferred Stock in connection with the Strategic Financing, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities;

•        enter into, or amend or modify any material term of (in a manner adverse to Sharecare), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under certain listed material contracts, any lease related to the certain leased real property or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Sharecare is a party or by which it is bound, other than entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the ordinary course of business consistent with past practice;

•        sell, transfer, lease, pledge or otherwise encumber or subject to any lien, abandon, cancel, let lapse or convey or dispose of any of its assets, properties or business (including owned intellectual property), except for (i) dispositions of obsolete or worthless assets, (ii) sales of inventory in the ordinary course of business consistent with past practice and, (iii) sales, abandonment, lapses of tangible assets or items or materials in excess of a specified aggregate amount, other than as permitted by the Merger Agreement and encumbrances on property and assets in the ordinary course of business consistent with past practice and that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect;

•        except as required or the terms of any Sharecare benefit plan existing as of the date of the Merger Agreement, (i) increase in any manner the compensation, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any of the current or former directors, officers, employees or natural-person independent contractor of Sharecare or its subsidiaries, other than increases to officers that do not exceed a specified amount or increases to any such individuals who are not directors or officers of Sharecare or its subsidiaries in the ordinary course of business consistent with past practice, (ii) become a party to, establish, amend, commence participation in, terminate any stock option plan or other equity-based compensation plan, or any compensation, severance, pension, retirement, profit-sharing, welfare benefit, or other employee benefit plan or agreement with or for the benefit of any current or former directors, officers, employees or natural-person independent contractors of Sharecare or its subsidiaries (or newly-hired employees), (iii) accelerate the vesting of or lapsing of restrictions with respect to any stock-based compensation or other long-term incentive compensation under any Sharecare benefit plan (including the Sharecare group stock plans), (iv) grant any new awards under any Sharecare benefit plan (including the Sharecare group stock plans), (v) amend or modify any outstanding award under any Sharecare benefit plan (including the Sharecare group stock plans), (vi) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization, (vii) forgive any loans, or issue any loans (other than routine travel advances issued in the ordinary course of business) to any of its or its Subsidiaries’ directors, officers, independent contractors or employees, (viii) hire or engage any new employee or natural person independent contractor if such new employee or independent contractor will receive annual base compensation in excess

•        make any material change in its financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the FASB or any similar organization) or applicable law;

•        disclose any source code for any Sharecare owned software or other material trade secrets to any person or subject any Sharecare owned intellectual property (including any Sharecare owned software) to copyleft terms; or

•        enter into any agreement to take any action prohibited under the foregoing.

Conduct of FCAC Prior to the Completion of the Merger

FCAC has agreed to a more limited set of restrictions on its business prior to the effective time of the Business Combination. Specifically, FCAC has agreed that prior to the effective time of the Business Combination, except as expressly contemplated by the Business Combination, it will not, without the written consent of Sharecare (which may not be unreasonably withheld, conditioned or delayed), as taken (or omitted to be taken) reasonably in response to conditions arising from COVID-19 (including in response to any COVID-19 measures) or as required by law:

•        change, modify or amend the Non-Redemption Agreements, the trust agreement, the FCAC organizational documents or the organizational documents of Merger Sub;

•        (i) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (ii) split, combine, reclassify or otherwise change any of its capital stock or other equity interests; or (iii) other than the redemption of any shares of FCAC Class A common stock as otherwise required by FCAC’s organizational documents in order to consummate the transactions contemplated by the Merger Agreement, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, FCAC;

•        make, revoke or change any material tax election, adopt or change any material tax accounting method or period, file any amendment to a material tax return or a claim for refund of material taxes, enter into any agreement with a governmental authority with respect to a material amount of taxes, settle or compromise any examination, audit or other action with a governmental authority of or relating to any material taxes or settle or compromise any claim or assessment by a governmental authority in respect of material taxes, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of taxes, or enter into any tax sharing or similar agreement (excluding any commercial contract not primarily related to taxes);

•        knowingly take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the transactions contemplated by the Merger Agreement from qualifying for the intended tax treatment;

•        enter into, renew or amend in any material respect, any FCAC affiliate agreement (or any contract, that if existing on the date of the Merger Agreement, would have constituted a FCAC affiliate agreement);

•        enter into, or amend or modify any material term of (in a manner adverse to FCAC or any of its subsidiaries (including Sharecare)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, any contract to which FCAC or any of its subsidiaries is a party or by which any of their assets is bound (or any contract, that if existing on the date of the Merger Agreement, would have constituted such a contract) or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which FCAC or its subsidiaries is a party or by which it is bound;

•        waive, release, compromise, settle or satisfy any pending or threatened claim (including any pending or threatened action) or compromise or settle any liability;

•        incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;

•        (i) other than pursuant to the Subscription Agreements, offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, FCAC or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than in connection with the exercise of any FCAC warrants outstanding on the date of the Merger Agreement, or (ii) other than pursuant to the Sponsor Agreement, amend, modify or waive any of the terms or rights set forth in any warrant agreement with respect to FCAC warrants, including amendment, modification or reduction of the warrant price set forth therein;

•        fail to maintain its existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof; or adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than the transactions contemplated by the Merger Agreement);

•        make any capital expenditures;

•        make any loans, advances or capital contributions to, or investments in, any other person, make any change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other person or entity;

•        enter into any new line of business outside of the business currently conducted by FCAC as of the date of the Merger Agreement;

•        make any change in its financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the FASB or any similar organization) or applicable law;

•        voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to FCAC and its subsidiaries and their assets and properties;

•        (i) enter into or adopt any benefit plan, except the Incentive Plan, (ii) enter into any employment agreement or collective bargaining agreement, or (iii) other than in the ordinary course of business, hire any employee or any other individual who is providing or will provide services to FCAC or its subsidiaries if such new employee or independent contractor will receive annual base compensation in excess of a specified amount following the Closing; or

•        enter into any agreement to take any action prohibited under the foregoing.

Efforts to Consummate, HSR Act and Regulatory Approvals

Sharecare and FCAC and their respective subsidiaries have agreed to use their reasonable best efforts to take, or cause to be taken, all appropriate action to do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the Business Combination as promptly as practicable, including to (i) obtain from any governmental authority with regulatory jurisdiction over enforcement of any applicable antitrust laws all approvals as are necessary for the consummation of the Business Combination and (ii) promptly (and, with respect to the HSR Act, in no event later than 10 Business Days after the date hereof) make all necessary filings (and if required under applicable law, drafts thereof), and thereafter make any other required submissions, with respect to the Business Combination required under the HSR Act or any other applicable antitrust law.

Without limiting the generality of FCAC and Sharecare undertaking pursuant to the paragraph above, each of FCAC and Sharecare agrees to use its reasonable best efforts to take all steps necessary to obtain all approvals under any antitrust law that may be required by any governmental authority to enable FCAC and Sharecare to close the Business Combination no later than the Termination Date, excluding (i) proposing, negotiating, committing to, and/or effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise) of such assets, properties, or businesses of FCAC and Sharecare or their subsidiaries or affiliates as are required to be divested in order to avoid the entry of any decree, judgment, injunction (permanent or preliminary), or any other governmental order that would make the Business Combination unlawful or would otherwise materially delay or prevent the consummation of the Business Combination,

(ii) terminating, modifying, or assigning existing relationships, contracts, or obligations of FCAC and Sharecare, their subsidiaries or affiliates or those relating to any assets, properties, or businesses to be acquired by FCAC pursuant to the Merger Agreement, or (iii) changing or modifying any course of conduct regarding future operations of FCAC and Sharecare, their subsidiaries or affiliates or the assets, properties, or businesses to be acquired by FCAC pursuant to the Merger Agreement.

Sharecare and FCAC have agreed to promptly notify the other of any substantive communication with, and furnish to the other copies of any notices or written communications received by, them or any of their respective affiliates and any third party or governmental authority with respect to the transactions contemplated by the Merger Agreement, and Sharecare and FCAC have agreed to permit counsel to the other an opportunity to review in advance, and Sharecare and FCAC (respectively) have agreed to consider in good faith the views of such counsel in connection with, any proposed communications by Sharecare and FCAC (respectively) and/or its affiliates to any governmental authority concerning the transactions contemplated by the Merger Agreement; provided, that neither party shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any governmental authority without the written consent of the other. Sharecare and FCAC have agreed to provide the other and their respective counsel the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between Sharecare and FCAC (respectively) and/or any of its affiliates, agents or advisors, on the one hand, and any governmental authority, on the other hand, concerning or in connection with the transactions contemplated by the Merger Agreement.

Notwithstanding the above covenant or any other provision of the Merger Agreement, nothing in the Merger Agreement shall require or obligate Sharecare’s affiliates and investors, FCAC’s affiliates and investors (including the Sponsor) the non-redeeming stockholders, their respective affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by FCAC’s affiliates and investors, including the Sponsor, non-redeeming stockholders or of any such investment fund or investment vehicle to take any action in connection with obtaining termination or expiration of the waiting period under the HSR Act and consents or approvals pursuant to any other applicable antitrust laws or avoiding, preventing, eliminating or removing any impediment under antitrust law with respect to the Business Combination, including selling, divesting, or otherwise disposing of, licensing, holding separate, or taking or committing to take any action that limits in any respect such person’s or entity’s freedom of action with respect to, or its ability to retain, any business, products, rights, services, licenses, assets or properties of such person or entity or any of such entity’s subsidiaries or affiliates, or any interest therein.