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