Falcon Capital Acquisition Corp.

This is a take-private: approval converts every share into cash and ends the public listing, so the vote is the last decision available to holders of the former Falcon Capital equity. Because adoption requires a majority of outstanding shares rather than votes cast, an abstention or a failure to instruct a broker counts against the deal. Preferred holders voting as-converted means their block can carry the outcome alongside common.

This is a Rule 13e-3 going-private transaction and not every holder is being cashed out on the same terms: the Series A convertible preferred stock is NOT converted into the merger consideration and remains outstanding after the effective time, while the common is bought out at $1.43. Two directors, Jeff Arnold and John Chadwick, recused themselves as Rollover Stockholders. Adoption requires a majority of the aggregate voting power of the common and preferred voting together as a single class, with the preferred voting on an as-converted basis.

The trigger is recent and specific: on April 5, 2024 the company received notification from Nasdaq, where the common stock trades under SHCR, and the split proposal followed within weeks. The par value stays at $0.0001 while outstanding shares fall in proportion to the final ratio, so the split creates authorised but unissued headroom as a by-product. Directors are also bound to offer resignation or decline an outside directorship if the board judges it a conflict.

The itemisation is recomputed to a later measuring date: 287,849,828 shares go to holders of Sharecare common stock and 890,588 are reserved for warrants held by holders who are not Specified Warrantholders as of May 25, 2021. A registered amount that moves with a rolling measurement date is a reminder that the figure is an estimate of the target's capitalisation as it will stand at closing, not a fixed contractual quantity, and it can move again before the statement is declared effective.

The itemisation contains a striking line: 1,510,788 options to purchase Sharecare common stock convert into options over 107,484,479 shares of FCAC Class A common stock, so the option overhang is more than a quarter of the entire registered amount despite the small option count. The rest is 287,487,331 shares to holders of Sharecare common stock, 889,313 shares reserved for warrants held by holders who are not Specified Warrantholders as of May 11, 2021, and 1,500,000 stockholder earnout shares.

The largest component after the 287,455,549 shares going to Sharecare's common holders is the option overhang: 1,481,422 Sharecare options convert into options over 106,044,509 FCAC Class A shares, more than a third as many shares again as the direct consideration. A further 894,792 shares are reserved for warrants held by holders who are not Specified Warrantholders as of April 5, 2021, and 1,500,000 are stockholder earnout shares. The $9.97 fee price is FCAC's average high and low trading price on April 5, 2021.