the merger of Legacy Sharecare with and into Merger Sub, a wholly owned subsidiary of FCAC, with Legacy Sharecare surviving the merger as a wholly-owned subsidiary of FCAC;

Legacy Sharecare’s acquisition of doc.ai discussed in Note 3; and

the Private Placement issuance and sale of 42,585,000 shares of FCAC Class A common stock for a purchase price of $10.00 per share and an aggregate purchase price of $425.9 million in the Private Placement pursuant to the Subscription Agreements.

Legacy Sharecare’s existing stockholders have the largest voting interest in the combined company;

Legacy Sharecare appointed a majority of the board of directors of the combined company;

Legacy Sharecare’s senior management will be the senior management of the combined company; and

Legacy Sharecare is the larger entity based on historical revenues and business operations.

(in thousands)

Stock Consideration¹

Cash Consideration²

Debt Paydown³

Total consideration

Stock consideration is calculated as the $3.8 billion equity value (consisting of $3.6 billion equity value plus $50.0 million strategic investment plus $192.5 million doc.ai equity value less $25.0 million as defined in the Merger Agreement) plus $209.6 million incremental value assuming cash exercise of options and warrants less cash consideration. Stock consideration is inclusive of Legacy Sharecare common stock, redeemable convertible preferred stock, warrants, options, and doc.ai acquisition. Subject to change pending finalization of share allocations.

Calculated as the sum of the cash held in the trust account plus the Private Placement and closing cash of Legacy Sharecare less FCAC redemptions, Legacy Sharecare debt pay down and transaction expenses for FCAC and Legacy Sharecare.

The total debt to be paid down reflected in the unaudited pro forma balance sheet is $56.5 million which includes $42.5 million of debt and accrued interest outstanding at June 30, 2021 plus the doc.ai note payable of $14.0 million. At the closing of the Business Combination, FCAC paid down $14.5 million of Legacy Sharecare’s debt and remaining debt was repaid by Legacy Sharecare separately in July 2021 and at the closing of the Business Combination.

actuals

FCAC public stockholders

FCAC initial stockholders¹

FCAC other stockholders²

Total FCAC

Legacy Sharecare stockholders³

Private Placement investors

Total Shares at Closing (excluding shares below)

Shares underlying Legacy Sharecare warrants and options³

Legacy Sharecare strategic investors Series A preferred shares³

Total Shares at Closing (including shares above)

Represents the 8.6 million shares outstanding at June 30, 2021 less 1.7 million shares placed into escrow subject to earn-out provisions, 1.7 million shares forfeited (of which 1.3 million shares is forfeited and cancelled to provide for the Sharecare earn-out described below and 0.4 million shares transferred from the Sponsor to Sharecare’s charity) and 0.5 million shares transferred pursuant to certain transactions that were entered into in connection with the Business Combination. Pursuant to the Merger Agreement, half of the Founder Shares shall vest if on or prior to the fifth anniversary of the Closing Date: (x) the VWAP of shares of Common Stock equals or exceeds $12.50 per share for 20 of any 30 consecutive trading days commencing after the Closing, or (y) if the Company consummates a transaction which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other properties having a value equaling or exceeding $12.50 per share. The other half of the Founder Shares shall vest if on or prior to the fifth anniversary of the Closing Date: (x) the VWAP of shares of Common Stock equals or exceeds $15.00 per share for 20 of any 30 consecutive trading days commencing after the Closing, or (y) if the Company consummates a transaction which results in the stockholders of the Company having the right to exchange their shares for cash, securities or other properties having a value equaling or exceeding $15.00 per share.

Represents the 0.4 million shares transferred from the Sponsor to Legacy Sharecare’s charity and 0.5 million shares transferred pursuant to certain transactions that were entered into in connection with the Business Combination, plus 60 thousand shares for FCAC’s independent directors that convert from FCAC Class B common stock to FCAC Class A common stock at close.

The total shares to be issued includes Legacy Sharecare and doc.ai common and preferred stock, convertible notes, and shares underlying options and warrants. Accordingly, the shares outstanding at the closing of the Business Combination has been adjusted to exclude the Series A Preferred Stock and the portion of consideration shares for options and warrants that will be unvested, unissued, and/or unexercised at the closing of the Business Combination. Additionally, excludes 1.5 million shares subject to an earn-out to be issued to Legacy Sharecare stockholders on a pro rata basis if the VWAP of the shares meet the thresholds noted in (1) above within the fifth anniversary of the closing.

ASSETS

Cash and cash equivalents

Accounts receivable, net

Other receivables

Prepaid expenses and other current assets

Total current assets

Cash and investments held in Trust Account

Property and equipment, net

Intangible assets, net

Goodwill

Other long-term assets

Total assets

LIABILITIES, REDEEMABLE STOCK, REDEEMABLE NON-CONTROLLING INREREST, AND STOCKHOLDERS’ EQUITY (DEFICIT)

Accounts payable and accrued expenses

Accounts payable

Accrued expenses and other current liabilities

Deferred revenue

Contract liabilities, current

Debt, current

Total current liabilities

Deferred underwriting compensation

Contract liabilities, noncurrent

Warrant liabilities

Long-term debt

Other long-term liabilities

Total liabilities

Commitment and contingencies

Class A common stock subject to possible redemption

Redeemable non-controlling interest

Redeemable convertible preferred stock

Series A convertible redeemable preferred shares

Stockholders’ equity (deficit)

Common stock

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total equity (deficit) attributable to stockholders

Non-controlling interest in subsidiaries

Total stockholders’ equity (deficit)

Total liabilities, redeemable and stockholders’ equity (deficit)

Revenue

Costs and Operating expenses:

Costs of revenue (exclusive of depreciation and amortization below)

Sales and marketing

Product and technology

General and administrative

Franchise tax expenses

Depreciation and amortization

Total costs and operating expenses

Loss from operations

Other income (expense):

Change in fair market value of derivative warrant liabilities

Interest income

Interest expense

Other income (expense)

Total other income (expense)

Income (Loss) before income tax expense

Income tax benefit (expense)

Net income (loss)

Net income (loss) attributable to non-controlling interest in subsidiaries

Net income (loss) attributable to stockholders

Weighted average Class A common stock outstanding

Net income (loss) per common stock, Class A - basic and diluted

Weighted average Class B common stock outstanding

Net income (loss) per common stock, Class B - basic and diluted

Revenue

Costs and Operating expenses:

Costs of revenue (exclusive of depreciation and amortization below)

Sales and marketing

Product and technology

General and administrative

Research and development

Depreciation and amortization

Total costs and operating expenses:

Loss from operations

Other income (expense):

Warrant issuance transaction costs

Change in fair market value of derivative warrant liabilities

Change in fair value of SAFE

Interest income

Interest expense

Other income (expense)

Total other expense

Loss before income tax expense and loss from equity method investment

Income tax benefit (expense)

Loss from equity method investment

Net loss

Net loss attributable to non-controlling interest in subsidiaries

Net loss attributable to stockholders

Weighted average Class A common stock outstanding

Net income (loss) per common stock, Class A - basic and diluted

Weighted average Class B common stock outstanding

Net loss per common stock, Class A - basic and diluted

FCAC’s unaudited consolidated balance sheet as of June 30, 2021 and the related notes included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2021; and

Legacy Sharecare’s unaudited consolidated balance sheet as of June 30, 2021 and the related notes included elsewhere in this Amended Super 8-K.

FCAC’s unaudited consolidated statement of operations for the six months ended June 30, 2021 and the related notes included in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2021; and

Legacy Sharecare’s unaudited consolidated statement of operations for the six months ended June 30, 2021 and the related notes included elsewhere in this Amended Super 8-K.

FCAC’s audited statement of operations for the period from June 5, 2020 (date of inception) through December 31, 2020 and the related notes incorporated by reference into the Super 8-K; and

Legacy Sharecare’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes incorporated by reference into the Super 8-K.

Estimated Consideration

Equity Consideration⁽¹⁾

Cash Consideration

Note Payable⁽²⁾

Deferred Equity/Contingent Consideration⁽¹⁾

Total estimated purchase consideration

Represents value of Legacy Sharecare common stock and rollover options to be issued to doc.ai. These amounts are based on the preliminary ASC 805 valuation, which are subject to change.

Represents the $14.0 million, 1% interest bearing note due upon the earlier of December 31, 2021 or the closing of this Business Combination that was issued by Legacy Sharecare as part of the consideration. The note was settled at the closing of the Business Combination.

(in thousands, except for useful lives)

Acquired technology

Customer relationships

Total Preliminary Fair Value

Historical Expense

Statement of Operations Adjustment

Estimated Goodwill⁽¹⁾

Total current assets

Intangible assets, net

Total assets acquired (a)

Total liabilities assumed (b)

Net assets acquired (a) – (b) = (c)

Estimated purchase consideration (d)

Estimated goodwill (d) – (c)

Individual assets and liabilities acquired except for the assets for which preliminary fair value has been determined are condensed.

(in 000’s)

Revenue

Costs and Operating expenses:

Costs of revenue (exclusive of depreciation and amortization
below)

Sales and marketing

Product and technology

General and administrative

Research and development

Depreciation and amortization

Total costs and operating expenses:

Loss from operations

Other income (expense):

Change in fair value of SAFE

Interest income

Interest expense

Other miscellaneous income
(expense)

Other income (expense)

Total other income (expense)

Loss before income tax expense and loss from equity method investment

Income tax benefit (expense)

Loss from equity method
investment

Net loss

Net (loss) income attributable to non-controlling interest

Net loss attributable to
stockholders

Reflects the reduction of cash and investments held in the Trust Account since June 30, 2021 and reclassification of such amount that becomes available at the closing of the Business Combination.

Reflects the gross proceeds of $425.9 million from the issuance and sale of 42,585,000 shares of FCAC Class A common stock at $10.00 per share in the Private Placement pursuant to the Subscription Agreements. Fees associated with the Private Placement are included in total transaction costs below.

Reflects $64.0 million of estimated transaction costs to be incurred in connection with the Business Combination, of which $4.4 million was already paid as of June 30, 2021, $10.0 million accrued as a liability to be paid for transaction bonuses after the closing and $49.5 million paid in cash. Total transaction costs are allocated between accumulated deficit and additional paid in capital. Further, the cash settlement of $49.5 million includes approximately $12.1 million of deferred underwriting costs related to the FCAC IPO payable at closing, $14.1 million for the Private Placement above which is offset against additional paid in capital, $2.5 million included in Sharecare accounts payable and accrued expenses, and $20.8 million related to legal, financial advisory and other professional fees. Additionally, represents $6.1 million capitalized as a deferred asset that will be reclassed to additional paid in capital at close. $0.2 million of FCAC accounts payable and accrued expenses was separately settled out of the FCAC cash balance at close.

Reflects the repayment of Legacy Sharecare’s outstanding debt. Of the amount, approximately $41.4 million was repaid at the close of the Business Combination for its Senior Secured Credit Agreement and Second Lien Credit Agreement. The remaining $14.5 million was repaid by FCAC for the principal and interests on Legacy Sharecare’s $14.0 million, 1% interest bearing doc.ai note payable and $0.4 million Note payable.

Reflects the payment of $91.7 million of cash consideration to certain Legacy Sharecare shareholders.

Reflects the reclassification of common stock subject to possible redemption to permanent equity at $0.0001 par value.

Reflects the recapitalization of Legacy Sharecare’s equity and issuance of 271.1 million shares of Common Stock for the reverse recapitalization. Shares outstanding prior to the closing of the Business Combination includes shares for Legacy Sharecare’s outstanding common stock, redeemable convertible preferred stock, Series B-3 Convertible Notes, Series B-4 Convertible Notes, Series B Convertible promissory note, warrants, and options as well as options for doc.ai acquisition by Legacy Sharecare. Shares subject to further vesting and exercise terms are excluded as shown in the capitalization table herein. Also reflects the allocation of the debt issuance costs associated between APIC and accumulated deficit. The ending par value for the combined company also includes the par value of the Founder Shares held by the Initial Stockholders and other investors that converted from Class B common stock to Class A common stock at close.

Reflects the reclassification of the historical accumulated deficit of FCAC to additional paid in capital as part of the reverse recapitalization.

Reflects the redemption of approximately 19.9 million FCAC public shares outstanding at a redemption price of $10.00 per share for $198.6 million held in trust, which is allocated to Class A common stock and additional paid-in capital using $0.0001 par value per share.

Reflects the investment from the Strategic Investor of $50.0 million in exchange for approximately 0.06 million Sharecare Series D Preferred Stock which converted to 5.0 million shares of Series A Preferred Stock upon transaction close. The Series A Preferred Stock has a Liquidation Preference equal to the outstanding principal amount plus any accrued and unpaid dividends. They will share in any dividends paid on the Company’s Common Stock on an as converted basis but will not accrue separate dividends. The Series A Preferred Stock is convertible at any time, at the holder’s option, into Common Stock at a conversion price equal to the issue price (as converted in connection with the Business Combination). Following the business combination, the Company has the right to require the conversion of the outstanding Series A Preferred Stock beginning three years after the issue date at the applicable conversion price if the closing price of the Company’s Common Stock exceeds 130% of the issue price for at least 20 trading days during a period of 30 consecutive trading days. If not previously converted to Common Stock, on the fifth anniversary of the issue date, the Company will be obligated to redeem the Series A Preferred Stock at the Liquidation Preference value.

Reflects the settlement of the amounts prepaid to an affiliate of the Sponsor under FCAC’s administrative support agreement which will cease upon the close of the Business Combination.

Reflects the elimination of the FCAC administrative service fee paid to the Sponsor that will cease upon the close of the Business Combination.

Reflects the elimination of interest income earned on the FCAC Trust Account.

Reflects the elimination of the interest expense associated with the Second Lien Credit Agreement, Note Payable, Series B-3 Convertible Notes, Series B-4 Convertible Notes, and Series B Convertible promissory note that were repaid in cash at or prior to closing or were settled as part of consideration at the closing of the Business Combination.

Reflects income tax effect of pro forma adjustments using the estimated effective tax rate of 0.16% and 2.86% for the six months ended June 30, 2021 and year ended December 31, 2020, respectively. In its historical periods, Legacy Sharecare concluded that it is more likely than not that it will not recognize the full benefits of federal and state net deferred tax assets and as a result established a valuation allowance. For pro forma purposes, it is assumed that this conclusion will continue at the close date of the Business Combination and as such, the effective tax rate for each period is reflected.

Represents the recognition of stock compensation expense for certain stock options held by Legacy Sharecare stockholders that are expected to vest upon consummation of a liquidity event which includes this Business Combination based on the terms and conditions in the respective stock option agreements. Due to these stock options only vesting upon a liquidity event, no stock compensation expense was recognized by Sharecare in the historical financial statements. This is a non-recurring item.

Represents the incremental amortization expense for the six months ended June 30, 2021 associated with the fair value of intangible assets recognized upon Legacy Sharecare’s acquisition of doc.ai described in Note 3 above. The incremental amortization expense for the year ended December 31, 2020 is captured in Note 3 above.

Represents the portion of transaction costs for the Business Combination not eligible for capitalization. Transaction costs are reflected as if incurred on January 1, 2020, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item.

(in thousands, except share and per share data)

Pro forma weighted average common stock outstanding - basic and diluted

Net income (loss) per common stock, Class A - basic and diluted

Numerator:

Pro forma net loss

Denominator:

Pro forma weighted average shares outstanding - basic and diluted

FCAC public stockholders

FCAC initial stockholders

FCAC other stockholders

Total Falcon

Legacy Sharecare stockholders

Private Placement investors

Pro forma weighted average shares outstanding - basic and diluted^(1)(2)(3)

For the purposes of applying the if converted method for calculating diluted earnings per share, it was assumed that all outstanding warrants sold in the FCAC’s IPO and warrants sold in the private placement net of forfeitures are exchanged for 17.4 million Class A common stock. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss per share.

For the purposes of applying the if converted method for calculating diluted earnings per share, it was assumed that all outstanding Sharecare including doc.ai options and warrants included in consideration and that roll over as part of the Business Combination are exchanged for 114.8 million Class A common stock. However, since this results in anti-dilution and the shares are issuable upon the occurrence of future events (i.e. exercise of stock options and warrants), the effect of such exchange was not included in calculation of diluted loss per share. Excludes any shares for the earnouts associated with the WhiteHat.AI and Visualize Health Sharecare acquisitions in 2020 as the earn-outs have not met their revenue and cash flow targets. Excludes series A preferred shares convertible into 5.0 million Class A common stock.

Excludes 1.7 million Earnout Shares for the FCAC initial stockholders and 1.5 million Earnout Shares for the Sharecare stockholders placed into escrow at close as these are not participating securities and results in anti-dilution.