Material Event Form 8 K

As previously announced, on June 21, 2024, Sharecare, Inc. ("Sharecare" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Impact Acquiror Inc., a Delaware corporation ("Parent"), and Impact Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliates of Altaris, LLC, a Delaware limited liability company. The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, at the Effective Time (as defined in the Merger Agreement), Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

In connection with the Merger Agreement, the Company filed with the U.S. Securities and Exchange Commission (the "SEC") a preliminary proxy statement (the "Preliminary Proxy Statement") on August 5, 2024, a revised preliminary proxy statement on September 9, 2024, and a definitive proxy statement (the "Definitive Proxy Statement") on September 17, 2024. The Company first mailed the Definitive Proxy Statement to its stockholders on September 17, 2024.

Litigation Related to the Merger

As disclosed in the Definitive Proxy Statement, at that time, one complaint had been filed in federal court by a purported Sharecare stockholder as an individual action, captioned Aria Vaghefmoghaddam v. Sharecare, Inc. et al., 24-cv-06134 (S.D.N.Y. Aug. 13, 2024). Following the filing of the Definitive Proxy Statement with the SEC, and as of October 7, 2024, three additional complaints have been filed by purported stockholders of Sharecare as individual actions, captioned as follows: Walsh v. Sharecare, Inc. et al., Index No. 655005/2024 (N.Y. Sup. Ct., County of New York Sept. 24, 2024), Johnson v. Sharecare, Inc. et al., Index No. 655056/2024 (N.Y. Sup. Ct., County of New York Sept. 25, 2024), and Herzog v. Sharecare, Inc. et al., Index No. 71044/2024 (N.Y. Sup. Ct., County of Westchester Sept. 27, 2024) (together with the complaint filed prior to the filing of the Definitive Proxy Statement, the "Complaints"). The Complaints generally allege that the Preliminary Proxy Statement or Definitive Proxy Statement is misleading and omits and/or misrepresents certain purportedly material information in violation of applicable federal or state law. The Complaints seek, among other things: (i) to enjoin the consummation of the Merger and the other transactions contemplated by the Merger Agreement unless and until the purportedly material information omitted from the Preliminary Proxy Statement or Definitive Proxy Statement is disclosed; (ii) rescission or rescissory damages in the event the Merger and the transactions contemplated by the Merger Agreement are consummated; (iii) a direction that a revised proxy statement be disseminated; (iv) an award of costs of the actions, including attorneys' and expert fees; and (v) any other relief the court may deem just and proper.

In addition to the Complaints, as disclosed in the Definitive Proxy Statement, beginning on August 15, 2024, purported stockholders of the Company have sent demand letters alleging similar deficiencies in the Preliminary Proxy Statement and/or the Definitive Proxy Statement as those asserted in the Complaint (the "Disclosure Demands," and together with the Complaints, the "Matters"). Additionally, several purported stockholders have sent demands to inspect the Company's books and records pursuant to Section 220 of the Delaware General Corporation Law.

The Company believes that the claims asserted in the Matters are without merit and supplemental disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the Merger, and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, the Company is supplementing the Definitive Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Matters that any additional disclosure was or is required.

Supplemental Disclosures

The additional disclosures in this Current Report on Form 8-K supplement the disclosures contained in the Definitive Proxy Statement and should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent that information set forth in the supplemental disclosures below differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the information contained in the Definitive Proxy Statement. Page references in the below disclosures are to the Definitive Proxy Statement, and defined terms used but not defined herein shall have the meanings set forth in the Definitive Proxy Statement. For clarity, new text within restated paragraphs from the Definitive Proxy Statement is highlighted with underlined textwhile deleted text is stricken-through.