Item 8.01. Other Events.
On June 3, 2021, Falcon Capital Acquisition Corp., a Delaware corporation (the
"Company"), issued a press release announcing that its registration statement on
Form S-4 (File No. 333-253113) (as amended, the "Registration Statement"),
relating to the previously announced business combination (the "Business
Combination") with Sharecare, Inc. ("Sharecare"), has been declared effective by
the U.S. Securities and Exchange Commission ("SEC") and that it has commenced
mailing the definitive proxy statement/prospectus relating to the Special
Meeting (the "Special Meeting") of the Company's stockholders to be held on June
29, 2021 in connection with the Business Combination. The proxy
statement/prospectus is being mailed to the Company's stockholders of record as
of the close of business on May 10, 2021 (the "Record Date"). Notice of the
Special Meeting was mailed on June 3, 2021 to stockholders of record as of the
Record Date.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company filed the
Registration Statement with the SEC, which includes a proxy statement/prospectus
that is both the proxy statement to be distributed to the Company's stockholders
in connection with the Company's solicitation of proxies for the vote by the
Company's stockholders with respect to the Business Combination and other
matters described in the Registration Statement, as well as the prospectus
relating to the offer and sale of the securities of the Company to be issued in
the Business Combination. The Registration Statement was declared effective by
the SEC on June 3, 2021 and the definitive proxy statement/prospectus and other
relevant documents have been mailed to the Company's stockholders as of the
Record Date. The Company's stockholders and other interested persons are advised
to read the definitive proxy statement/prospectus included in the Registration
Statement, as these materials contain important information about the parties to
the Business Combination. Stockholders may also obtain copies of the proxy
statement/prospectus and other documents filed with the SEC, without charge, at
the SEC's web site at www.sec.gov, or by directing a request to: Falcon Capital
Acquisition Corp., 660 Madison Avenue, 12th Floor, New York, New York,
Attention: Saif Rahman, Chief Financial Officer, (212) 812-7702.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
definitive proxy statement/prospectus included in the Registration Statement,
and is available free of charge from the sources indicated above.
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.
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 and shall 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 of 1933, as amended.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release, dated June 3, 2021
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FALN CAP 
