a paper currency upon tnd people. By the contraction of the currency, and an early re- BROKERS,. No. fore Street. Jyru. MILLER A DENNETT. We intend to apply to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “FCACU” on or promptly after the date of this prospectus. 9/21/ FCAC " " Stocks 11/23/ FCACU " " Stocks 9/22/ FCACW Brokers" ETFs 7/25/ EXIV "UBS AG" ETFs 5/3/ EXT. AUTOTRADE ON FOREX We are building from a PC nearly all ftp and Real VNC state machines and number, and you. I was curious to know on it, but and select All in the last. Transform your device up and repainting fields that are playoff games on.
In addition, up to 5,, shares of New Sharecare Series A Preferred Stock will be issued at Closing upon conversion of the Sharecare Series D Preferred Stock, which shares will be entitled to vote with the New Sharecare common stock on an as converted basis. If the earnout conditions have not been satisfied following the fifth anniversary of the Closing, any earnout shares remaining in the earnout escrow account shall be automatically released to New Sharecare for cancellation and neither the members of the stockholder earnout group nor the Sponsor shall have any right to receive such earnout shares or any benefit therefrom.
Immediately prior to the effective time of the Business Combination, each of the currently issued and outstanding shares of FCAC Class B common stock will automatically convert, on a one -for-one basis, into shares of New Sharecare common stock in accordance with the terms of the Current Charter. New Sharecare will not have units traded following the Closing. If you have any questions or need assistance voting your common stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling , or banks and brokers can call collect at , or by emailing.
Any representation to the contrary is a criminal offense. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:. Under the Merger Agreement, the approval of the condition precedent proposals presented at the Special Meeting is a condition to the consummation of the Business Combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals.
If our stockholders do not approve each of the condition precedent proposals, the Business Combination may not be consummated. The Adjournment Proposal and the Advisory Charter Proposal are not conditioned on the approval of any other proposal. However, if the Business Combination Proposal is not approved, the Advisory Charter Proposal will have no effect, even if approved by our stockholders.
As a public stockholder, and assuming the Business Combination is consummated, you will be entitled to receive cash for any public shares to be redeemed only if you:. Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so.
Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares.
If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that FCAC instruct the Transfer Agent to return the shares physically or electronically.
You will not be able to physically attend the Special Meeting. If you are a stockholder of record holding shares of FCAC Shares, you may also cast your vote at the Special Meeting electronically by visiting. If your shares are held in an account at a brokerage firm or.
The Charter Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of FCAC Shares, voting as a single class. Because approval of the other proposals only require a majority of the votes cast, assuming a quorum is established at the Special Meeting, if you do not vote or do not instruct your broker or bank how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the Special Meeting.
Your vote is important regardless of the number of shares you own. Thank you for your participation. We look forward to your continued support. As a result, you should be aware that any such market, industry and other similar data may not be reliable. Certain Engagements in Connection with the Business Combination. Consequences if the Adjournment Proposal is Not Approved. Voting Restrictions in Connection with Stockholder Meeting. Quantitative and Qualitative Disclosures about Market Risk.
Limitations on Liability and Indemnification of Officers and Directors. Falcon Capital Acquisition Corp. To obtain timely delivery, FCAC stockholders must request the materials no later than five business days prior to the Special Meeting. You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above.
You will not be charged for any of these documents that you request. Although FCAC and Sharecare believe that their respective plans, intentions and expectations reflected in or suggested by these forward -looking statements are reasonable, neither FCAC nor Sharecare can assure you that either will achieve or realize these plans, intentions or expectations. Forward -looking statements are inherently subject to risks, uncertainties and assumptions.
Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward -looking statements. It does not extend to the forward -looking information and should not be read as if it does. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can FCAC or Sharecare assess the impact of all such risk factors on the business of FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward -looking statements.
Forward -looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward -looking statements attributable to FCAC or Sharecare or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FCAC and Sharecare prior to the Business Combination, and New Sharecare following the Business Combination, undertake no obligations to update or revise publicly any forward -looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. FCAC urges you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. A copy of the Merger Agreement is attached hereto as Annex A.
A: FCAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses. However, there can be no assurances of this. Q: When and where will the Special Meeting take place? In light of ongoing developments related to COVID , and the related protocols that governments have implemented, the FCAC Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast.
You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting. To participate in the virtual meeting, you will need a 12 -digit control. The meeting webcast will begin promptly at , New York City time. We encourage you to access the meeting prior to the start time and you should allow ample time for the check -in procedures.
Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend. Q: What matters will be considered at the Special Meeting? A: Yes. The Business Combination cannot be completed unless the Merger Agreement is adopted by the FCAC stockholders holding a majority of the votes cast on such proposal and the other condition precedent proposals achieve the necessary vote outlined below.
A: No. Under the relevant rules, brokers are not permitted to vote on any of the matters to be considered at the Special Meeting. As a result, your public shares will not be voted on any matter unless you affirmatively instruct your broker, bank or nominee how to vote your shares in one of the ways indicated by your broker, bank or other nominee.
You should instruct your broker to vote your shares in accordance with directions you provide. What will happen if I fail to vote or abstain from voting on each proposal? A: The Business Combination Proposal. Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person which would include presence at the virtual Special Meeting or represented by proxy at the Special Meeting and entitled to vote thereon.
The failure to vote, abstentions and broker non -votes will have no effect on the outcome of the Business Combination Proposal. Our Initial Stockholders have agreed to vote their shares in favor of the Business Combination. The Charter Proposal.
Approval of the Charter Proposal requires the affirmative vote of at least a majority of the outstanding FCAC Shares entitled to vote thereon, voting as a single class. The Advisory Charter Proposal. Approval of the Advisory Charter Proposal, which is a non -binding vote, requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person which would include presence at the virtual Special Meeting or represented by proxy at the Special Meeting and entitled to vote thereon.
The failure to vote, abstentions and broker non -votes will have no effect on the outcome of the Advisory Charter Proposal. The Stock Issuance Proposal. Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person which would include presence at the virtual Special Meeting or represented by proxy at the Special Meeting and entitled to vote thereon.
The failure to vote, abstentions and broker non -votes will have no effect on the outcome of the Stock Issuance Proposal. The Incentive Plan Proposal. Approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person which would include presence at the virtual Special Meeting or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non -votes will have no effect on the outcome of the Incentive Plan Proposal.
The Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by FCAC stockholders present in person which would include presence at the virtual Special Meeting or represented by proxy at the Special Meeting and entitled to vote thereon. The failure to vote, abstentions and broker non -votes will have no effect on the outcome of the Adjournment Proposal.
Sharecare stockholders other than holders of the Sharecare Series D Preferred Stock will have the right to receive a portion of the Cash Consideration to the extent available and shares of common stock of New Sharecare. A Sharecare stockholder will be automatically deemed to have made a proper election to receive cash with respect to its Cash Electing Shares, and shall have the right to receive an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value.
The Cash Consideration will be equal to the lesser of i A the proceeds available. If the Balance Sheet Threshold is not satisfied, all consideration to Sharecare stockholders other than holders of Sharecare Series D Preferred Stock will be in the form of shares of common stock of New Sharecare. If the Cash Consideration exceeds the aggregate amount of cash which the Sharecare stockholders elect to receive, the amount of such excess shall remain at Sharecare. At the effective time, each Sharecare option that is outstanding and unexercised immediately prior to the effective time, whether or not then vested or exercisable, will be assumed by New Sharecare and shall be converted into a closing New Sharecare option to acquire shares of New Sharecare common stock with the same terms and conditions as applied to the Sharecare option immediately prior to the effective time provided that the number of shares of underlying such New Sharecare option will be determined by multiplying the number of shares of Sharecare common stock subject to such option immediately prior to the effective time, by the Exchange Ratio, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Sharecare option will be determined by dividing the per share exercise price immediately prior to the effective time by the Exchange Ratio, which quotient shall be rounded down to the nearest whole cent.
At the effective time, each holder of Sharecare options entitled to receive closing New Sharecare options will also receive an additional number of contingent options to acquire shares of New Sharecare common stock equal to the product of i the number of Sharecare options held by such holder, and ii Earnout Ratio, which product will be rounded down to the nearest whole number of shares.
Each contingent option will become vested and exercisable on the later of the date set forth in the original option terms and, with respect to one half of the contingent options, the achievement of certain earnout conditions and, with respect to the remaining half of the contingent option, the achievement of the remaining earnout conditions, provided that the holder of the contingent option remains employed by New Sharecare or its subsidiary through such date.
Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate. Subject to certain exceptions, at the effective time, each Sharecare warrant that is issued and outstanding immediately prior to the effective time and not expired or terminated pursuant to its terms, and held by a Specified Warrantholder, by virtue of the Business Combination and without any action on the part of New Sharecare, Sharecare or the holder of any such Sharecare warrant, will be converted into the right to receive a number of shares of New Sharecare common stock equal to i the Per Share Merger Consideration, multiplied by ii the number of shares of Sharecare capital stock issuable upon the exercise of such Sharecare warrant on a net exercise basis, less applicable taxes required to be withheld with respect to such payment.
Set forth below is an illustrative example of the consideration to be received by a Sharecare stockholder based on an aggregate 5,, shares of Sharecare common stock outstanding as of April 5, , on a fully -diluted basis. Current Sharecare Holdings. Consideration Received in Business Combination. Given that the maximum redemption scenario contemplates the redemption of approximately A: It is anticipated that, upon completion of the Business Combination, the ownership interests and voting power in New Sharecare will be as set forth in the table below:.
FCAC Public stockholders. Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination? Q: What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption right? A: FCAC stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights.
Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Proceeds Condition though this condition may be waived by Sharecare.
Q: What amendments will be made to the Current Charter? Q: Do I have redemption rights? Our Initial Stockholders and our directors at the time of our IPO entered into the insider letter agreement, pursuant to which they agreed to waive their redemption rights with respect to their shares in connection with the completion of a business combination. Q: How do I exercise my redemption rights? A: If you are a public stockholder and wish to exercise your right to redeem your public shares, you must:.
Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders, regardless of whether such public stockholders vote for or against the Business Combination Proposal.
Therefore, the per -share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
It is anticipated that the funds to be distributed to public stockholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination. Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the deadline for submitting redemption requests, which is , two business days prior to the date of the Special Meeting , and thereafter, with our consent, until the Closing.
If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any FCAC warrants that you may hold. Q: If I am a holder of units, can I exercise redemption rights with respect to my units? Holders of outstanding units must elect to separate the units into the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so.
If you fail to cause your units to be separated and delivered to the Transfer Agent prior to , New York City time, on , , you will not be able to exercise your redemption rights with respect to your public shares. Q: What are the U. A: The U. It is possible that you may be treated as selling your public shares for cash and, as a result,.
It is also possible that the redemption may be treated as a distribution for U. For a more complete discussion of the U. Federal Income Tax Considerations. Q: How do our Sponsor and the other Initial Stockholders intend to vote their shares? A: In connection with our IPO, our Initial Stockholders and our directors at the time of our IPO entered into a letter agreement to vote their shares in favor of the Business Combination Proposal, and we also expect them to vote their shares in favor of all other proposals being presented at the Special Meeting.
Q: May our Sponsor and the other Initial Stockholders purchase public shares or warrants prior to the Special Meeting? Any such stock purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination in a way that may not otherwise have been possible.
Entering into any such arrangements may have a depressive effect on public shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of public shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved.
Q: Who is entitled to vote at the Special Meeting? All holders of record of FCAC Shares as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting, provided that those shares remain outstanding on the date of the Special Meeting. Physical attendance at the Special Meeting is not required to vote. Q: What constitutes a quorum for the Special Meeting?
A: A quorum is the minimum number of stockholders necessary to hold a valid meeting. A quorum will exist at the Special Meeting with respect to each matter to be considered at the Special Meeting if the holders of a majority of the outstanding FCAC Shares as of the record date present in person which would include presence at the virtual Special Meeting or represented by proxy at the Special Meeting.
All shares represented by proxy are counted as present for purposes of establishing a quorum. A: Sharecare, Inc. Q: What happens if the Business Combination is not completed? A: If the Merger Agreement is not adopted by FCAC stockholders or if the Business Combination is not completed for any other reason by August 31, , then we will seek to consummate an alternative initial business combination prior to September 24, If we do not consummate an initial business combination by.
Q: How can I attend and vote my shares at the Special Meeting? If you choose to attend the Special Meeting, you will need to visit , and enter the control number found on your proxy card, voting instruction form or notice you previously received.
You may vote during the Special Meeting by following instructions available on the meeting website during the meeting. To request a legal proxy, please contact your broker, bank or other nominee holder of record. It is suggested you do so in a timely manner to ensure receipt of your legal proxy prior to the Special Meeting. Q: How can I vote my shares without attending the Special Meeting? A: If you are a stockholder of record of FCAC Shares as of the close of business on , , the record date, you can vote by mail by following the instructions provided in the enclosed proxy card.
In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares, or otherwise follow the instructions provided by your bank, brokerage firm or other nominee. A: A proxy is a legal designation of another person to vote the stock you own. These two officers are Alan G. Mnuchin and Saif Rahman. Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in street name. Access to proxy materials is being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.
Direct holders stockholders of record. A: If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FCAC Shares in the way that you indicate when providing your proxy in respect of the. FCAC Shares you hold. Q: Can I change my vote after I have submitted my proxy? If you are a stockholder of record of FCAC Shares as of the close of business on the record date, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:.
Please note that your attendance at the Special Meeting will not alone serve to revoke your proxy. Q: Where can I find the voting results of the Special Meeting? A: The preliminary voting results are expected to be announced at the Special Meeting. Q: Are there any risks that I should consider as a FCAC Stockholder in deciding how to vote or whether to exercise my redemption rights? You also should read and carefully consider the risk factors of FCAC and Sharecare contained in the documents that are incorporated by reference herein.
Special Meeting. If you transfer your FCAC Shares after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting but will transfer the right to hold New Sharecare shares to the person to whom you transfer your shares. Q: What are the material U. A: Certain material U. Q: When is the Business Combination expected to be completed?
However, it is possible that factors outside the control of both FCAC and Sharecare could result in the Business Combination being completed at a later time, or not being completed at all. Q: Who will solicit and pay the cost of soliciting proxies? FCAC will reimburse Morrow for reasonable out -of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses.
FCAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. They will not be paid any additional amounts for soliciting proxies. Q: What are the conditions to completion of the Business Combination? A: The Business Combination is subject to satisfaction or waiver of the Closing conditions, including: i the expiration or termination of the waiting period or any extension thereof applicable under the HSR Act which condition was satisfied upon expiration of the waiting period on March 31, at p.
Unless waived to the extent permitted , if any of these conditions are not satisfied, the Business Combination may not be consummated. Q: What should I do if I receive more than one set of voting materials? For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares.
If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FCAC Shares.
If you have questions regarding the certification of your position or delivery of your stock, please contact:. You should read this entire document and its annex and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Special Meeting. Information About the Parties to the Business Combination. Sharecare, Inc. The Business Combination and the Merger Agreement.
We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Business Combination. If the Merger Agreement is adopted and the Business Combination is consummated, Merger Sub will merge with and into Sharecare, with the separate corporate existence of Merger Sub ceasing and Sharecare surviving the merger as a wholly -owned subsidiary of FCAC.
Structure of the Business Combination. Pursuant to the Merger Agreement, Merger Sub will merge with and into Sharecare, with the separate corporate existence of Merger Sub ceasing and Sharecare surviving the merger. Merger Consideration. As consideration, each Sharecare stockholders other than holders of the Sharecare Series D Preferred Stock will have the right to receive a portion of the Cash Consideration to the extent available and shares of common stock of New Sharecare.
Cash Consideration. Stock Consideration. Each holder of Sharecare common stock issued and outstanding immediately prior to the effective time shall be deemed to have made an election to receive shares of New Sharecare common stock with respect to any Stock Electing Shares, and shall have the right to receive a number of shares of New Sharecare common stock equal to the applicable Per Share Merger Consideration for each Stock Electing Share.
Each contingent option will have the same per share exercise price as each closing New Sharecare option, and will be subject to the original option terms. Any contingent options that have not vested and become exercisable on the fifth anniversary of the Closing Date shall automatically be cancelled and terminate on the following day and the holder thereof will have no rights with respect to such contingent options thereafter.
Escrow Consideration. If such conditions have not been satisfied following the fifth anniversary of the Closing Date, any earnout shares remaining in the earnout escrow account shall be automatically released to New Sharecare for cancellation and neither the members of the stockholder earnout group nor the Sponsor shall have any right to receive such earnout shares or any benefit therefrom. The Private Placement and Strategic Financing. The Private Placement is expected to close immediately prior to the consummation of the Business Combination.
The Strategic Financing was consummated on April 7, Stockholders may attend, vote and examine the list of FCAC stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice they previously received.
Approval of each of the condition precedent proposals is a condition to the obligation of FCAC to complete the Business Combination. Only holders of record of issued and outstanding FCAC Shares as of the close of business on , , the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting.
You may cast one vote for each share of FCAC Shares that you owned as of the close of business on that record date. A quorum of stockholders is necessary to hold a valid meeting. The FCAC Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors.
In considering the Business Combination, the FCAC Board considered the following positive factors, although not weighted or in any order of significance:. While several publicly traded digital health companies compete with Sharecare in certain aspects of its business, Sharecare can offer all of these point solutions through an integrated, easy -to-use interface for enterprises and consumers.
Sharecare has attracted a group of large enterprise clients for its unified platform through multi -year contracts with significant potential upside through activation of consumers on to various digital therapeutics solutions that improve wellness and lower health care costs. Sharecare has been able to innovate with new solutions for its existing client base driven by evolving demands, including the development and addition of digital therapeutics, additional service offerings and new digitally -enabled solutions.
Its acquisition of doc. Sharecare is unique as a high growth digital healthcare business that is EBITDA and cash flow positive, unlike its peer group. Sharecare is accomplishing this margin expansion while investing extensively into its business through the addition of over salespeople and approximately product and technology professionals over the next three years. Sharecare is a founder -driven business led by its CEO, Mr. Arnold and his core leadership team have a highly successful track record of developing.
Arnold launched WebMD in , the first healthcare company to harness the power of the Internet to create a destination for consumers, healthcare institutions, and physicians to find trustworthy medical information. The Business Combination is subject to the expiration or termination of the waiting period or any extension thereof applicable under the HSR Act.
Conditions to the Completion of the Business Combination. The Business Combination is subject to satisfaction or waiver of the Closing conditions, including: i the expiration or termination of the waiting period or any extension thereof applicable under the HSR Act which condition was satisfied upon expiration of the waiting period on March 31, at p.
The obligations of FCAC to complete the Business Combination are further conditioned on, in addition to certain Closing conditions, the consummation of the Strategic Financing which condition has been satisfied. The obligations of Sharecare to complete the Business Combination are further conditioned on which conditions may be waived by Sharecare , in addition to certain Closing conditions, i the current certificate of incorporation of FCAC shall have been amended and restated in the form contemplated by the Charter Proposal, ii the transactions contemplated by the Sponsor Agreement shall have been consummated as specified therein and iii satisfaction of the Minimum Proceeds Condition.
The Merger Agreement may be terminated and the transactions contemplated thereby abandoned:. The Merger Agreement may also be terminated and the transactions contemplated thereby abandoned by written notice from FCAC if i the duly executed counterparts to the Sharecare Support Agreements shall not have been delivered to FCAC by the end of the day following the date of the Merger Agreement or ii if the Sharecare requisite approval shall not have been obtained in the specified manner.
Pursuant to the Current Charter, a public stockholder may request that FCAC redeem all or a portion of their public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:. As noted above, holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares.
Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct them to do so. If a public stockholder properly exercises its right to redeem its public shares and timely delivers its public shares to the Transfer Agent, FCAC will redeem such public shares upon the Closing for a per -share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination,.
Holders of FCAC warrants will not have redemption rights with respect to the warrants. Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to FCAC stockholders or warrant holders in connection with the Business Combination.
Proxies may be solicited by mail, telephone or in person. FCAC has engaged Morrow to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Special Meeting if it revokes its proxy before the Special Meeting. These interests include, among other things, the interests listed below:.
There will be no redemption rights or liquidating distributions with respect to our Private Placement Warrants, which will expire worthless if we fail to complete our initial business combination by September 24, Upon the Closing, such founder shares will be converted into 6,, shares of New Sharecare common stock and 4,, Private Placement Warrants. If we do not consummate a business combination transaction by September 24, , then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and.
As such, in the future they may receive any cash fees, stock options or stock awards that the New Sharecare Board determines to pay to its directors. As a result of the significantly lower investment per share of our Sponsor, officers and directors as compared with the investment per share of our public stockholders, a transaction which results in an increase in the value of the investment of our Sponsor, officers and directors may result in a decrease in the value of the investment of our public stockholders.
This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. If we do not complete an initial Business Combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.
Any such shares remaining in escrow following the fifth anniversary of the Closing Date shall be released to New Sharecare for cancellation. Any such purchases of public shares and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination.
This may result in the completion of our Business Combination that may not otherwise have been possible. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved.
The existence of financial and personal interests of the FCAC directors and officers may result in a conflict of interest on the part of one or more of them between what he may believe is best for FCAC and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. New Sharecare will not have units traded following the Closing of the Business Combination. Sources and Uses of Funds for the Business Combination.
The following table summarizes the sources and uses for funding the transactions contemplated by the Merger Agreement. Assuming No Redemption. Assuming Maximum Redemption. Accounting Treatment. The net assets of FCAC will be stated at historical cost, with no goodwill or other intangible assets recorded.
Sharecare has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:. The preponderance of evidence as described above is indicative that Sharecare is the accounting acquirer in the Business Combination. Section b 1 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
The following table contains summary historical financial data of FCAC for the periods and as of the dates indicated. For the period from June 5 inception through December 31, As of December 31 , The following table contains summary historical financial data of Sharecare for the periods and as of the dates indicated. For the year ended December 31,. Statement of Operations Data:. Net loss income attributable to non-controlling interest in subsidiaries.
Statement of Cash Flows Data:. Balance Sheet Data:. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization.
The summary unaudited pro forma condensed combined balance sheet data as of December 31, gives pro forma effect to the Business Combination and related transactions as if they had occurred on December 31, The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, give pro forma effect to the Business Combination and related transactions as if they had been consummated on January 1, In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.
The following table presents summary pro forma data after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:. The Non -Redemption Agreement includes a condition that 4. Assuming No Redemptions. Assuming Maximum Redemptions. Year ended December 31, As of December 31, 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 for diligence and informational purposes only and do not constitute any representation regarding the ongoing relationship or endorsement of any particular customer. 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.
Additional information regarding the interests of such participants will be set forth in the Registration Statement for the proposed business combination when available. 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. 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.
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. 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.
Disclaimer continued 3 Projections This Investor Presentation contains projected financial information with respect to Sharecare. Such projected financial information constitutes forward - looking information, is for illustrative purposes only and should not be relied upon as necessarily indicative of future results. Neither the independent auditors of FCAC nor the independent registered public accounting firm of Sharecare audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Investor Presentation, and, accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Investor Presentation.
These statements include statements regarding the industry in which the combined companies will operate, future events, the proposed transactions between FCAC and Sharecare, the estimated or anticipated future results and benefits of the combined company following the transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities for the combined company, and other statements that are not historical facts.
These statements are made on the basis of current knowledge and current expectations of FCAC and Sharecare management and, by their nature, involve numerous assumptions and uncertainties and are not predictions of actual performance. Nothing set forth herein should be regarded as a representation, warranty, or prediction that FCAC or Sharecare will achieve or are likely to achieve any particular future result.
|Forex brokers regulated by fcacu||865|
|Forex brokers regulated by fcacu||Kind of like even back then the concept of a flat ishrectangular "wireless" phone device was an obvious way for phones to go design wise. A: If you provide a proxy by returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your FCAC Shares in the way that you indicate when providing your proxy in respect of the. Our sales efforts involve educating our clients about the ease of use, technical capabilities, and potential benefits of our platform. In a size of three several years, the business received their boutiques founded in London, London along with Barcelona. Scarce essay provides you with the facts over adidas shoes which experts claim not very many visitorsknow of. Structure of the Business Combination. Our business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches, terrorism, and health epidemics.|
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The group has more than , active traders and posts key performance indicators on its website. Exness offers users the ability to trade on a wide range of asset classes covering Forex and CFDs on Crypto, Metals, Energies, Stocks and Indices across five core trading accounts. Standard accounts are called Standard and Standard Cent which are both commission-free.
Demo accounts and Islamic swap-free accounts are also available. Headquarters : Poland. XTB was founded in and is headquartered in Warsaw, Poland. This will vary on accounts opened in other jurisdictions. Headquarters : United Kingdom. ActivTrades provides access to trading in forex and CFDs on commodities, indices, and shares. Markets can be accessed via their proprietary ActivTrader platform and MetaTrader.
They also offer a demo trading account and Islamic swap-free account. Headquarters : Israel. Plus has been in the brokerage business for a decade. They boast of , clients from all over the world. They are properly regulated in four different countries including Australia, UK and Cyprus. The trading platforms are simple, user-friendly, fast and secure. Platforms that can be used across multiple devices and operating systems are available for trading in various situations.
No educational materials are available, which is a huge minus. Furthermore, no research materials else then the economic calendar or technical analysis is provided. The broker offers 3 different trading accounts: spread betting, CFD and Corporate accounts. The Next Generation platform is feature-rich with technical indicators and drawing tools, 12 chart types and a pattern recognition tool.
The broker also offers news and analysis from their own market analysts, as well as education, webinars and seminars. Currently, it has jurisdiction over 56, financial services firms in the country. To achieve this goal, the FCA work towards protecting the right and interests of consumers, to encourage healthy competition in the financial industry and enhanced the integrity if the financial system.
The FCA has always acted in the interest of the general public and this is why it has become one of the preferred regulatory agencies around the world. Forex traders know that with the FCA looking after their interests, their money will be safe with any FCA regulated forex brokers. FCA Forex brokers enjoy a high trust rating among forex traders from around the world as they are operating under the transparency guidelines issued by the FCA. For any market to operate efficiently, there must be fairness and honesty.
Consumers must know what they are getting when they purchase or consume a product. The same goes for the financial market. Investors must be able to invest in the financial markets with confidence to ensure their stability. They must be reassured that the money which they have invested will be safe and handled properly by the financial services providers.
Hence to ensure all financial service providers in the industry uphold their part of the agreement with the trader, most countries have established an independent regulatory body to safeguard the interest of consumers.
The FCA is an independent body which is self funded from the fees that it collects from the firms that are under its regulatory oversight. Empowered under the Financial Services and Markets Act and Financial Services Act , the FCA is responsible regulating the conduct of financial services providers at both the retail and wholesale level. In addition, the infrastructure which supports these markets also comes under the jurisdiction of the FCA. The primary objective of the FCA is to ensure the smooth functioning of the financial industry and it does this by:.
In April , the FCA also undertook the responsibility of regulating consumer credit industry, a role previously held by the Office of Fair Trading. Some of these extended powers include:. Take note that the infringement of a product intervention rule imposed by the FCA could render an agreement being unenforceable against the relevant person and to the recovery of money paid or property transferred.
The FCA also has considerable say in how a financial services provider may market its financial products. It can place specific requirements on the products that the financial services provider must comply with. It also has the power to set a minimum standard which financial services providers are required to follow.
Apart from the power to investigate companies and individuals, the FCA is also authorized to ban a product for as long as a year while it decides on whether to ban the product for an indefinite period. The FCA work closely with a wide range of stakeholders both on a domestic level and international level in furthering its key objectives. Nevertheless, it takes a proportionate approach in maintaining regulatory oversight by focusing on areas which pose a higher risk to its primary objectives.
It also provides employment for more than 2 million people in the country. Given the fact that the financial industry, whether directly or indirectly, permeates into the lives of everyone in the UK, ensuring that the financial markets in the UK are able to function smoothly is a task which the FCA takes very seriously.
While this capital requirement is significantly lower than those imposed by the NFA in the U. S, it is still considerably higher than most EU states require their brokers to maintain. To become a FCA forex broker, companies must first to undergo a rigorous application process before they can be issued a license to operate in the UK. Once issued a license to operate in the UK, forex brokers are still required to comply with all the strict regulatory requirements imposed by the FCA at all times.
These include:. Should a dispute arise between a trader and a FCA forex broker, traders are also able to use the services the financial ombudsman services to resolve the dispute. Now that we understand that the FCA former FSA is an important global regulatory agency which gives out licenses and protects the UK traders, you can go ahead and select one of these recommended FCA regulated forex brokers and start trading safely.
This page may not include all available products, all companies or all services. While we adhere to strict editorial integrity, this post may contain references to products from our partners. Here's an explanation for how we make money. Table of Contents. Scroll for more details. MT4, MT5. Market Maker, No dealing desk. The FCA can be compared to a kind of shield through which the investor is able to protect himself from suspicious behaviour or disputes related to forex brokers.
Forex brokers registered, or operating, in the UK, consider the FCA licencing to be of paramount importance. In fact, its authoritative accreditation is synonymous with safety and greater professionalism, providing traders with the opportunity to make their investments and trade in a safe and transparent environment. Obtaining an FCA licence, or regulation, means taking the protection of traders seriously and ensuring that they are always treated fairly in accordance with the guidelines issued by the FCA, together with the authorisation to trade officially.
Thus, it is essential that traders make sure to operate through FCA regulated forex brokers in order to take advantage of the highest standards of safety, where the risks of running into fraud or improper broker behaviour, are nearly non-existent. Finally, in order to verify if a forex broker possesses the FCA license, it is necessary to visit the Financial Services Register official site and check the company by name or reference number. Share the following link to refer others to this page using our affiliate referral program.
Add this page to guide Edit this guide page Clear output cache Rebuild broker list. Minimum deposit Minimum deposit: 1 Minimum deposit: 3 Minimum deposit: 5 Minimum deposit: 10 Minimum deposit: 20 Minimum deposit: 50 Minimum deposit: Minimum deposit: Minimum deposit: Minimum deposit: Minimum deposit: Available leverage Available leverage Available leverage Available leverage Available leverage Available leverage Available leverage Available leverage Available leverage Year founded -.
Cent accounts. Negative balance protection. Social trading. Regulatory deposit insurance. Islamic accounts swap-free. Accepts Canadian clients. Accepts Japanese clients. Scalping allowed. Spread Betting. Trading API. Trailing stops. Interest on margin. Fixed spread. Variable spread. Category Forex Brokers. Read article. Show Filter. Broker Overall rating Real customer rating Minimum deposit Funding Methods Trading platforms Account currency Asset classes f0db2add-a83c-c5ce88a3ea99 Tickmill.
Bank Wire Neteller Skrill Moneybookers. MT4 MT5 Proprietary. Client funds must be kept in segregated accounts, with top-tier banks, ensuring that those funds cannot be used by the broker. Regulated brokers have the duty to implement Negative Balance Protection, to protect traders from losses bigger than their original investments. The maximum leverage ratio for retail investors is Traders classified as professionals can apply for higher leverage ratios.
FxPro Global presence, customer support in 21 languages. ThinkMarkets Cutting-edge proprietary trading platform. Axi Connect your trading account to the PsyQuation analytics platform. Pepperstone Competitive trading costs, fast deposits and withdrawals. Start trading with Tickmill UK. FxPro Global presence, support in 21 languages. Start trading with FxPro. PROS Fast deposits and withdrawals processing times Over 40 cryptocurrencies available for trading Low latency and very fast trade execution Supports deposits and withdrawals with Bitcoin Non-expiring demo account.
CONS Rollover rates swap can be slightly above average Spreads on cryptos can be higher Scarce offering of forex education materials. Start trading with ThinkMarkets. Axi Trading analytics on the PsyQuation platform. Start trading with Axi. Pepperstone Competitive trading costs, fast withdrawals.
PROS Competitive trading costs, tight spreads Excellent range of social trading platforms Fast deposits and withdrawals Accepts Japanese clients Non-expiring demo account. Start trading with Pepperstone. CONS Spreads can widen substantially at times of market volatility Limited selection of 85 assets available for trading.
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