Item 8.01. Other Events.
As previously disclosed, on
On
On
The Company is including in this Current Report on Form 8-K certain supplemental disclosures regarding the Business Combination (the "Supplemental Disclosures"). The Company and the Company's board of directors believe that the allegations and claims asserted in the Demand Letters lack merit, and that the Supplemental Disclosures set forth herein are not required or necessary under applicable laws. However, solely in order to avoid the risk of the Demand Letters delaying or otherwise adversely affecting the Business Combination and to minimize the costs, risks, and uncertainties inherent in defending the claims, the Company hereby voluntarily amends and supplements the Definitive Proxy Statement, as set forth in this Current Report on Form 8-K. The Company and the members of its board of directors deny any liability or wrongdoing in connection with the Definitive Proxy Statement, and nothing in this Current Report on Form 8-K should be construed as an admission of the legal necessity or materiality under applicable laws of any of the Supplemental Disclosures.
1 SUPPLEMENT TO THE PROXY STATEMENT
The Supplemental Disclosures in this Current Report on Form 8-K supplement the disclosures contained in the Definitive Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. To the extent that information set forth in the Supplemental Disclosures differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on 8-K shall supersede or supplement the information contained in the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company makes the following amended and supplemental disclosures (with additional language in italicized and underlined text below):
The section of the Definitive Proxy Statement titled "SUMMARY OF THE PROXY STATEMENT/PROSPECTUS - The Private Placement and Strategic Financing" is amended and supplemented as follows:
The disclosure on page 25 of the Definitive Proxy Statement is supplemented as follows:
"FCAC entered into the Subscription Agreements with the
The section of the Definitive Proxy Statement titled "THE BUSINESS COMBINATION PROPOSAL- The Private Placement and Strategic Financing" is amended and supplemented as follows:
The disclosure on page 88 of the Definitive Proxy Statement is supplemented as follows:
"FCAC entered into the Subscription Agreements with the
The section of the Definitive Proxy Statement titled "THE BUSINESS COMBINATION PROPOSAL- Background of the Business Combination" is amended and supplemented as follows:
The disclosure on page 90 of the Definitive Proxy Statement is supplemented as follows:
"On
"
"From the closing of the IPO through the signing of the letter of intent and
term sheet with Sharecare in
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The disclosure in the footnotes under the chart on page 97 of the Definitive Proxy Statement is amended and supplemented to add footnotes 4 and 5, reading in their entirety as follows:
"Enterprise Value/2021E Revenue for the individual comparable companies identified above were as follows: Accolade 16.7x; American Well 25.7x; One Medical 15.5x; Phreesia 18.3x; and Teladoc 20.1x."
"Enterprise Value/2022E Revenue for the individual comparable companies identified above were as follows: Accolade 13.1x; American Well 20.3x; One Medical 12.6x; Phreesia 15.1x; and Teladoc 14.8x."
The section of the Definitive Proxy Statement titled "THE BUSINESS COMBINATION PROPOSAL- Certain Engagements in Connection with the Business Combination and Related Transactions" is amended and supplemented as follows:
The disclosure on page 102 of the Definitive Proxy Statement is supplemented as follows:
"Goldman Sachs was engaged by FCAC to act as financial advisor to FCAC in connection with the Business Combination, and will receive as compensation a fixed-dollar M&A advisory fee in connection therewith, payable upon consummation of the Business Combination. 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
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company has filed with
the
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Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Company's registration statement on Form S-1, which was initially filed with the
Sharecare and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and Sharecare's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the Company's and Sharecare's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside the Company's and Sharecare's control and are difficult to
predict. Factors that may cause such differences include, but are not limited
to: (1) the outcome of any legal proceedings that may be instituted against the
Company and Sharecare following the announcement of the Merger Agreement and the
transactions contemplated therein; (2) the inability to complete the Business
Combination, including due to failure to obtain approval of the stockholders of
the Company, approvals or other determinations from certain regulatory
authorities, or other conditions to closing in the Merger Agreement; (3) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement or could otherwise cause the
transactions contemplated therein to fail to close; (4) the inability to obtain
or maintain the listing of New Sharecare's Class A common stock on NYSE or
Nasdaq, as applicable, following the Business Combination; (5) the risk that the
Business Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (6) the ability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition and the ability of the combined
company to grow and manage growth profitably and retain its key employees; (7)
costs related to the Business Combination; (8) changes in applicable laws or
regulations; (9) the possibility that Sharecare or the combined company may be
adversely affected by other economic, business, and/or competitive factors; (10)
New Sharecare's ability to raise financing in the future and to comply with
restrictive covenants related to long-term indebtedness; (11) the impact of
COVID-19 on Sharecare's business and/or the ability of the parties to complete
the Business Combination; and (12) other risks and uncertainties indicated from
time to time in the proxy statement/prospectus relating to the Business
Combination, including those under "Risk Factors" in the Registration Statement,
and in the Company's other filings with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
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