Grant & Eisenhofer P.A. Announce Notice of Pendency and Proposed Class Action for All Persons and Entities Who Held Falcon Capital Acquisition Corp. ("FCAC") Class A Common Stock of Record or Beneficially Immediately Following June 25, 2021, and as of the Redemption Deadline, Had the Right To, But Did Not, Exercise Their Right to Redeem Some or All Shares of Such Stock, Excluding Any Excluded Persons

WILMINGTON, Del., Feb. 17, 2025 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF CLASS ACTION SETTLEMENT

TO:   ALL RECORD AND BENEFICIAL HOLDERS OF FALCON CAPITAL ACQUISITION CORP. ("FCAC") CLASS A COMMON STOCK WHO HELD SUCH STOCK IMMEDIATELY FOLLOWING JUNE 25, 2021, THE REDEMPTION DEADLINE, HAD THE RIGHT TO, BUT DID NOT, EXERCISE THEIR RIGHT TO REDEEM SOME OR ALL SHARES OF SUCH STOCK, INCLUDING THEIR HEIRS, SUCCESSORS-IN-INTEREST, SUCCESSORS, TRANSFEREES AND ASSIGNS, EXCLUDING ANY EXCLUDED PERSONS (THE "CLASS" OR "CLASS MEMBERS").

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT JUNK MAIL, AN ADVERTISEMENT, OR SOLICITATION FROM A LAWYER.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THE SETTLEMENT PROCEEDS, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM ("PROOF OF CLAIM") POSTMARKED, SUBMITTED ONLINE, OR RECEIVED ON OR BEFORE MARCH 10, 2025.

YOU ARE HEREBY NOTIFIED that a hearing was held on January 21, 2025, at 9:15 a.m. EST before the Honorable J. Travis Laster, Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to determine whether: (1) the proposed settlement (the "Settlement") of the action pending in the Delaware Court of Chancery styled as Paul Berger Revocable Trust v. Falcon Equity Investors LLC, et al., C.A. No. 2023-0820-JTL (the "Action") as set forth in the Stipulation and Agreement of Settlement, Compromise, and Release dated November 6, 2024, amended on February 4, 2025 ("Stipulation")¹ for $11,500,000 in cash should be approved by the Court as fair, reasonable, and adequate; (2) the Judgment as provided under the Stipulation should be entered with prejudice; (3) to award Plaintiff's Counsel attorneys' fees and expenses out of the Settlement Fund (as defined in the Notice of: (I) Proposed Settlement and Plan of Allocation; (II) Settlement Hearing; and (III) Motion for an Award of Attorneys' Fees and Expenses ("Notice"), which is discussed below), and, if so, in what amount; and (4) the Plan of Allocation should be approved by the Court as fair, reasonable, and adequate.

At the hearing, the Court directed the Parties to modify the proposed Plan of Allocation to ensure that Successors-in-Interest of non-redeeming FCAC Class A stockholders would share in the settlement proceeds. On February 3, 2025, the Parties submitted a revised Plan of Allocation to the Court. On February 4, 2024, the Court approved the revised Plan of Allocation.²

The revised Plan of Allocation provides Settlement payments to Class Members who held Non-Redeemed Shares as set forth in the original Plan of Allocation, and, as revised, also provides Settlement payments to: (i) Class Members who acquired Non-Redeemed Shares after the Redemption Deadline, continued to hold such shares as of the close of market on October 21, 2024, and can produce documentary evidence that such share is traceable to a Non-Redeemed Share ("Traceable Share"); and (ii) purchasers of FCAC Class A common stock acquired on a public market after the Redemption Deadline, that continued to hold such shares as of the close of market on October 21, 2024, and are unable to provide documentary evidence that such shares is traceable to a Non-Redeemed Share ("Non-Traceable Share").

This Summary Notice relates to a settlement of claims in the class action brought by a holder of FCAC Class A common stock. The Action alleged that Defendants violated applicable law by breaching their fiduciary duties and impairing FCAC stockholders' redemption and voting rights, including through proxy solicitation materials containing false and misleading misrepresentations and omissions, resulting in damages to Class Members. Defendants denied each and every claim and contention alleged in the Action and denied any misconduct or wrongdoing whatsoever.

IF YOU HELD FCAC CLASS A COMMON STOCK IMMEDIATELY FOLLOWING JUNE 25, 2021, AND HAD THE RIGHT TO, BUT DID NOT, EXERCISE YOUR RIGHT TO REDEEM SOME OR ALL OF SUCH STOCK, OR ARE AN HEIR, SUCCESSOR-IN-INTEREST, SUCCESSOR, TRANSFEREE, OR ASSIGN OF A RECORD OR BENEFICIAL HOLDER OF FCAC CLASS A COMMON STOCK WHO DID NOT REDEEM SOME OR ALL OF THEIR SHARES ON JUNE 25, 2021, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.

If you are a member of the Class, you must establish your rights by submitting a Proof of Claim and Release form ("Proof of Claim") by mail (postmarked or received no later than March 10, 2025) or electronically (no later than March 10, 2025). Your failure to submit your Proof of Claim by March 10, 2025, will subject your claim to rejection and preclude your receiving your full pro rata share of the recovery in connection with the Settlement of the Action. If you are a member of the Class, you will be bound by the Settlement and any judgment and release entered in the Action, including, but not limited to, the Final Judgment, whether or not you submit a Proof of Claim.

If you have not received a copy of the Notice, which more completely describes the Settlement and your rights thereunder (including your right to object to the Settlement), and a Proof of Claim, you may obtain these documents, as well as a copy of the Stipulation (which, among other things, contains definitions for the defined terms used in this Summary Notice) and other settlement documents, online at www.SharecareStockholderSettlement.com, or by writing to:

Sharecare Stockholder Settlement
c/o A.B. Data, Ltd.
P.O. Box 170995
Milwaukee, WI 53217
GRANT & EISENHOFER P.A.

Christine M. Mackintosh
123 Justison Street
7th Floor
Wilmington, DE 19801

IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGHT TO OBJECT TO THE SETTLEMENT OR THE PLAN OF ALLOCATION. ANY OBJECTIONS MUST BE FILED WITH THE COURT AND SENT TO PLAINTIFF'S COUNSEL AND DEFENDANTS' COUNSEL BY MARCH 10, 2025, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE.

DATED:  February 4, 2025

BY ORDER OF THE COURT OF 
CHANCERY OF THE STATE OF
DELAWARE

¹ The Stipulation can be viewed and/or obtained at www.SharecareStockholderSettlement.com. All capitalized terms used herein and not otherwise defined shall have the same meaning as ascribed to them in the Stipulation.

² The revised Plan of Allocation and Notice can be viewed and/or obtained at www.SharecareStockholderSettlement.com. 

SOURCE Grant & Eisenhofer P.A.