Sharecare (SHCR) 10-Q 10 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 05, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39535
Entity Registrant Name	SHARECARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1365053
Entity Address, Address Line One	255 East Paces Ferry Road NE, Suite 700
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30305
City Area Code	404
Local Phone Number	671-4000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		357,421,363
Entity Central Index Key	0001816233
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SHCR
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Trading Symbol	SHCRW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 154,430	$ 182,508
Accounts receivable, net (net of allowance for doubtful accounts of $8,426 and $7,197, respectively)	116,282	116,877
Other receivables	2,204	4,114
Prepaid expenses	14,309	12,612
Other current assets	5,068	4,515
Total current assets	292,293	320,626
Property and equipment, net	5,001	5,082
Other long-term assets	21,939	20,362
Intangible assets, net	157,417	163,114
Goodwill	191,917	191,817
Total assets	668,567	701,001
Current liabilities:
Accounts payable	23,054	8,838
Accrued expenses and other current liabilities (Note 3)	65,610	81,627
Deferred revenue	9,735	9,032
Contract liabilities, current	1,152	1,535
Total current liabilities	99,551	101,032
Warrant liabilities	2,441	2,441
Long-term debt	224	0
Other long-term liabilities	11,124	16,723
Total liabilities	113,340	120,196
Commitments and contingencies (Note 7)
Series A redeemable convertible preferred stock, $0.0001 par value; 5,000,000 shares authorized; 5,000,000 shares issued and outstanding, aggregate liquidation preference of $50,000 as of March 31, 2023 and December 31, 2022	58,205	58,205
Stockholders’ equity:
Common stock $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 356,289,293 and 354,463,620 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	35	35
Additional paid-in capital	1,130,199	1,120,024
Accumulated other comprehensive loss	(2,544)	(2,794)
Accumulated deficit	(631,534)	(595,820)
Total Sharecare, Inc. stockholders’ equity	496,156	521,445
Noncontrolling interest in subsidiaries	866	1,155
Total stockholders’ equity	497,022	522,600
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 668,567	$ 701,001

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 8,426	$ 7,197
Stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares, issued (in shares)	356,289,293	354,463,620
Common stock, shares, outstanding (in shares)	356,289,293	354,463,620
Series A Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Redeemable convertible preferred stock, shares issued (in shares)	5,000,000	5,000,000
Redeemable convertible preferred stock, shares outstanding (in shares)	5,000,000	5,000,000
Redeemable convertible preferred stock, aggregate liquidation preference	$ 50,000	$ 50,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue (inclusive of related party revenue of $18,790 and $7,568, respectively)	$ 116,295	$ 100,710
Costs and operating expenses:
Costs of revenue (exclusive of depreciation and amortization; inclusive of related party costs of $10,863 and $0, respectively)	67,890	51,492
Sales and marketing	15,348	14,511
Product and technology	20,808	19,420
General and administrative	34,121	55,998
Depreciation and amortization	14,781	9,878
Total costs and operating expenses	152,948	151,299
Loss from operations	(36,653)	(50,589)
Other income (expense):
Interest income	1,680	29
Interest expense	(430)	(492)
Other income	429	12,845
Total other income	1,679	12,382
Loss before income tax expense	(34,974)	(38,207)
Income tax expense	(31)	(92)
Net loss	(35,005)	(38,299)
Net loss attributable to noncontrolling interest in subsidiaries	(346)	(98)
Net loss attributable to Sharecare, Inc.	$ (34,659)	$ (38,201)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.10)	$ (0.11)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.10)	$ (0.11)
Weighted-average common shares outstanding, basic (in shares)	352,923,217	344,891,335
Weighted-average common shares outstanding, diluted (in shares)	352,923,217	344,891,335
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (35,005)	$ (38,299)
Foreign currency translation	307	231
Comprehensive loss	(34,698)	(38,068)
Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries	(289)	202
Comprehensive loss attributable to Sharecare, Inc.	$ (34,409)	$ (38,270)

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue from related parties	$ 18,790	$ 7,568
Related party costs	$ 10,863	$ 0

CONSOLIDATED STATEMENTS OF REDE

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Cumulative effect of adopting ASU 2016-13	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated Deficit Cumulative effect of adopting ASU 2016-13	Noncontrolling Interest
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2021			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2022			5,000,000
Redeemable convertible preferred stock, ending balance at Mar. 31, 2022			$ 58,205
Beginning balance (in shares) at Dec. 31, 2021				345,788,707
Beginning balance at Dec. 31, 2021	$ 564,836			$ 35	$ 1,042,164	$ (2,061)	$ (477,113)		$ 1,811
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				2,414,986
Stock options exercised	2,337				2,337
Common stock issued upon vesting of restricted stock units (in shares)				73,617
Issuance of warrants in connection with debt and revenue arrangements	19				19
Issuance of stock for WhitehatAI earnout (in shares)				132,587
Issuance of stock for doc.ai escrow shares (in shares)				677,680
Share-based compensation	33,681				33,681
Net income (loss) attributable to noncontrolling interest in subsidiaries	(98)								(98)
Currency translation adjustment	231					(69)			300
Net income (loss) attributable to Sharecare, Inc.	(38,201)						(38,201)
Other (in shares)				(5,097)
Ending balance (in shares) at Mar. 31, 2022				349,082,480
Ending balance at Mar. 31, 2022	562,805			$ 35	1,078,201	(2,130)	(515,314)		2,013
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2021			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Dec. 31, 2022			5,000,000
Redeemable convertible preferred stock, ending balance at Dec. 31, 2022	58,205		$ 58,205
Beginning balance (in shares) at Dec. 31, 2021				345,788,707
Beginning balance at Dec. 31, 2021	$ 564,836			$ 35	1,042,164	(2,061)	(477,113)		1,811
Ending balance (in shares) at Dec. 31, 2022	354,463,620			354,463,620
Ending balance at Dec. 31, 2022	$ 522,600	$ (1,055)		$ 35	1,120,024	(2,794)	(595,820)	$ (1,055)	1,155
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting standards update, extensible enumeration	ASU 2016-13
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Mar. 31, 2023	$ 58,205		$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	281,042			281,042
Stock options exercised	$ 282				282
Common stock issued upon vesting of restricted stock units (in shares)				1,759,615
Issuance of warrants in connection with debt and revenue arrangements	14				14
Share-based compensation	10,406				10,406
Net income (loss) attributable to noncontrolling interest in subsidiaries	(346)								(346)
Currency translation adjustment	307					250			57
Repurchased shares of common stock related to exercise of employee stock options (in shares)				(214,984)
Repurchased shares of common stock related to exercise of employee stock options	(396)				(396)
Net income (loss) attributable to Sharecare, Inc.	(34,659)						(34,659)
Other	$ (131)
Ending balance (in shares) at Mar. 31, 2023	356,289,293			356,289,293
Ending balance at Mar. 31, 2023	$ 497,022			$ 35	$ 1,130,199	$ (2,544)	$ (631,534)		$ 866

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (35,005)	$ (38,299)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	14,781	9,878
Non-cash interest expense	254	233
Amortization of contract liabilities	(451)	(1,095)
Accretion of contract liabilities	68	220
Lease right-of-use assets expense	1,138	1,503
Change in fair value of warrant liability and contingent consideration	(138)	(12,368)
Share-based compensation	9,969	33,110
Deferred income taxes	59	175
Other	2,120	846
Changes in operating assets and liabilities:
Accounts receivable, net	(1,387)	7,931
Prepaid expenses and other assets	(5,795)	(1,624)
Accounts payable and accrued expenses	(10,608)	(11,640)
Operating lease liabilities	794	(1,810)
Deferred revenue	703	848
Net cash used in operating activities	(23,498)	(12,092)
Cash flows from investing activities:
Purchases of property and equipment	(368)	(548)
Capitalized internal-use software costs	(4,806)	(7,462)
Net cash used in investing activities	(5,174)	(8,010)
Cash flows from financing activities:
Payments for shares repurchased	(131)	0
Proceeds from exercise of common stock options	1,023	2,337
Payments on financing lease obligations	(370)	(84)
Net cash provided by financing activities	522	2,253
Effect of exchange rates on cash and cash equivalents	72	50
Net (decrease) increase in cash and cash equivalents	(28,078)	(17,799)
Cash and cash equivalents at beginning of period	182,508	271,105
Cash and cash equivalents at end of period	154,430	253,306
Supplemental disclosure of cash flow information:
Cash paid for interest	236	258
Cash paid for amounts included in the measurement of lease liabilities	1,336	1,896
Assets obtained in exchange for lease obligations	$ 1,695	$ 849

Nature of Business and Signific

Nature of Business and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Nature of Business and Significant Accounting Policies	Nature of Business and Significant Accounting Policies Nature of Business Sharecare, Inc. (“Sharecare” or the “Company”) was founded in 2009 to develop an interactive health and wellness platform and began operations in October 2010. Sharecare’s virtual health platform is designed to help people, patients, providers, employers, health plans, government organizations, and communities optimize individual and population-wide well-being by driving positive behavior change. The platform is designed to connect each stakeholder to the health management tools they need to drive engagement, establish sustained participation, increase satisfaction, reduce costs, and improve outcomes. Sharecare bridges scientifically validated clinical programs with content to deliver a personalized experience for its members, beginning with the RealAge® test, Sharecare’s health risk assessment that shows members the true age of their body, capitalizing on people’s innate curiosity of how “young” they are to draw them into the platform. The Sharecare platform provides members with a personalized action plan to guide and educate them on the habits and behaviors making the biggest impact, both positive and negative, on their RealAge. Sharecare provides the resources members need to manage their health through lifestyle or disease management and coaching programs, such as diabetes management and smoking cessation, well-being solutions, such as financial health and anxiety management; care navigation tools such as find-a-doctor, prescription savings, clinical decision support, medical records, home health, and more. Sharecare recently launched Sharecare+, a digital-first, comprehensive advocacy solution designed to deliver value through benefits navigation, clinical engagement, virtual care, and chronic case and utilization management. Additionally, Sharecare provides secure, automated release of information, audit and business consulting services to streamline the medical records process for medical facilities. Sharecare delivers value via its provider, enterprise, and life sciences channels. Basis of Presentation and Consolidation Policy The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company. Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of March 31, 2023 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), and Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 are unaudited. T hese unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2022. Use of Estimates The preparation of these unaudited interim consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include revenue recognition and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits are held with well-known financial institutions and may exceed federally insured limits. The Company grants credit to its customers during the normal course of business and generally requires no collateral from its customers. Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires management to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis Assets and liabilities that may be measured at fair value on a non-recurring basis relate primarily to the Company’s tangible fixed assets and other intangible assets. For these assets, the Company does not periodically adjust the carrying value to fair value except in the event of an impairment. When the Company determines that an impairment has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recorded within operating income in the Consolidated Statements of Operations and Comprehensive Loss. Further, in connection with business combinations and asset acquisitions, the values of certain assets acquired have been recorded at fair value using Level 3 inputs. The fair values of definite-lived intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that an asset is expected to generate in the future. The Company develops internal estimates for the expected cash flows from acquired assets and estimates of discount rates used in the present value calculations. In certain instances, the Company also estimates fair value based on market multiples of comparable companies, when using the market approach. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable, net, consists of trade accounts receivable which are due under normal trade terms requiring payment typically within 45 days from the invoice date. The allowance for doubtful accounts is based on management's estimate for expected credit losses for outstanding trade accounts receivables and is recorded as an offset to accounts receivable. Changes in the allowance for doubtful accounts are classified as general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company determines expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and adjusts based on expectations of changes in macro-economic conditions and customer-specific information that may impact the collectability of outstanding receivables. The Company reassess the adequacy of the allowance for doubtful accounts each reporting period. For the three months ended March 31, 2023, the provision for doubtful accounts includes $1.1 million of amounts recorded upon adoption of ASU 2016-13 on January 1, 2023. The changes in the allowance for doubtful accounts are as follows (in thousands): Three Months Ended 2023 2022 Allowance for doubtful accounts – beginning balance $ 7,197 $ 6,212 Provision for doubtful accounts 1,869 650 Amounts written off and other adjustments (640) (122) Allowance for doubtful accounts – ending balance $ 8,426 $ 6,740 Contract Liabilities In connection with certain acquisitions, the Company has recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Amortization of these contract liabilities was $0.5 million for three months ended March 31, 2023, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $1.1 million for three months ended March 31, 2022, of which $0.4 million was included within cost of revenues and $0.7 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a related party in the amount of $17.1 million, related to service agreements, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six Revenue Recognition Performance-Based Revenue Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some, or all, of a variable consideration amount only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either: (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that it is not probable that the Company will meet the relevant performance target(s). As of March 31, 2023 and December 31, 2022, such fees included within deferred revenue were $5.2 million and $4.4 million, respectively. In the event that performance measures are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six Remaining Performance Obligations Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of March 31, 2023, future estimated revenue related to performance obligations with terms of more than one year that are unsatisfied or partially unsatisfied at the end of the reporting period was approximately $101.5 million. As of March 31, 2023, the Company expects to recognize revenue on approximately 72% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter. Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended 2023 2022 Enterprise $ 70,193 $ 59,771 Provider 28,974 24,717 Life Sciences 17,128 16,222 Total Revenue $ 116,295 $ 100,710 Other Income For the three months ended March 31, 2023 and 2022, other income consisted of the following (in thousands): Three Months Ended 2023 2022 Re-measurement of contingent consideration $ 138 $ 6,777 Re-measurement of warrant liabilities — 5,591 Other 291 477 Total other income $ 429 $ 12,845 Recently Adopted Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which is intended to improve the timing of recognition, and enhance the accounting and disclosure, of credit losses on financial assets. This update modified the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities, reinsurance recoverables, and accounts receivables and could result in the creation of an allowance for credit losses as a contra-asset account. The ASU requires a cumulative-effect change to retained earnings (accumulated deficit) in the period of adoption, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within the fiscal year. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption did not have a material impact on the Company’s unaudited interim consolidated financial statements with the primary impact being the increase in allowance for doubtful accounts related to our trade accounts receivable. The adoption adjustment was recorded to accumulated deficit, as shown in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit).

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration liabilities. Cash equivalents are comprised of money market funds stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected settlement date. The warrant liabilities and contingent consideration liabilities are recorded at estimated fair value. The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 141,709 $ — $ — $ 141,709 Total cash equivalents at fair value $ 141,709 $ — $ — $ 141,709 Liabilities Warrant liabilities $ 2,441 $ — $ — $ 2,441 Contingent consideration – other liabilities — — 1,741 1,741 Total liabilities at fair value $ 2,441 $ — $ 1,741 $ 4,182 The warrants included in the units issued during the initial public offering by Falcon Capital Acquisition Corp. “FCAC” and the warrants issued by FCAC simultaneously with its initial public offering in a private placement, were both classified within Level 1 as they are publicly traded and have an observable market price in an active market. Additionally, the warrant liabilities are exercisable for one share of common stock at an exercise price of $11.50. Contingent consideration was classified within Level 3 as it was valued using certain unobservable inputs. The fair value of the contingent consideration is estimated based on the Company’s stock price and number of shares expected to be issued related to acquisitions in prior years and are estimated using a Monte Carlo simulation with inputs for the Company’s stock price, expected volatility, risk-free rate, first and second earnout hurdles and expected term. The following is a schedule of changes to the contingent consideration — other liabilities classified as Level 3 for the periods presented (in thousands): December 31, 2022 $ 1,879 Re-measurement of contingent consideration (138) March 31, 2023 $ 1,741

Balance Sheet Components

Balance Sheet Components	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Components	Balance Sheet Components Accrued Expenses and Other Current Liabilities As of March 31, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued expenses $ 19,426 $ 18,526 Accrued compensation 15,079 23,762 Accrued media costs 2,775 4,515 Accrued taxes 1,458 1,602 Operating lease liabilities, current 2,043 2,941 Contract liabilities due to a related party, current 17,068 10,000 Accrued expenses due to a related party 5,086 18,011 Accrued other 2,675 2,270 Total accrued expenses and other current liabilities $ 65,610 $ 81,627

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2023 were as follows (in thousands): March 31, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 66,688 $ (22,875) $ 43,813 7.5 Trade name 3,549 (1,645) 1,904 4.3 Customer relationships 77,849 (35,070) 42,779 8.9 Internal-use software 161,414 (101,752) 59,662 2.0 Total definite-lived, intangible assets $ 309,500 $ (161,342) $ 148,158 Intangible assets not subject to amortization Internal-use software projects in process $ 4,229 $ — $ 4,229 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 9,259 — 9,259 Total intangible assets $ 318,759 $ (161,342) $ 157,417 The following tables set forth the changes in the carrying amount of the Company’s goodwill for the period presented (in thousands): December 31, 2022 $ 191,817 Foreign currency translation adjustment 100 March 31, 2023 $ 191,917 Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subjected to annual tests of impairment. The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. The Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, a quantitative assessment of the fair value of a reporting unit is performed to test goodwill for impairment using a combination of income and market approaches. The Company continues to monitor the price of its common stock in relation to goodwill impairment. Based on the Company's qualitative analysis for the first quarter of 2023, it was determined that it was not more likely than not that the fair value of the Sharecare reporting unit was less than the carrying value. There have been no impairments of goodwill since the Company’s inception. Amortization expense for intangible assets during the three months ended March 31, 2023 and 2022 totaled $14.0 million and $9.2 million, respectively. Amortization expense is included in depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss. The following is a schedule of estimated future amortization expense for intangible assets as of March 31, 2023 (in thousands): Year ending December 31: Remainder of 2023 $ 35,518 2024 38,207 2025 23,012 2026 13,349 2027 10,389 Thereafter 27,683 Total $ 148,158

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesAs a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets, with the exception of its German and French operations. For the three months ended March 31, 2023, the Company recognized income tax expense of less than $0.1 million, primarily due to state income tax. For the three months ended March 31, 2022, the Company recognized an income tax expense of $0.1 million, primarily due to tax on foreign income.

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Common Stock and Stockholders' Equity	Common Stock and Stockholders’ Equity Warrants In connection with debt and equity financings and certain partnership arrangements, the Company may issue warrants. Liability warrants generally vest immediately and are exercisable upon issuance and have an expiration of seven years from the date of issuance. Equity warrants generally vest after three years from the date of issuance and have an expiration of seven years from the date of issuance. As of March 31, 2023, the following warrants to purchase common stock were issued and outstanding: Classification Warrants Exercise Price Equity 1,038,678 $4.21 - $5.61 Liability 17,433,334 $11.50 The Company has also entered into, and may in the future enter into, contractual arrangements with certain customers and other parties and earnout arrangements in connection with acquisitions that, in each case, provide for the issuance of warrants and/or common stock upon the achievement of specified milestones. As of March 31, 2023, these agreements provide for the issuance of up to 6,173,886 shares of common stock and 8,981,569 warrants to purchase shares of common stock. With respect to these arrangements, there were 194,133 warrants earned but not issued as of March 31, 2023. Share-based Payments Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2023 are as follows (in thousands, except share and per share amounts): Options Outstanding Restricted Stock Units Number of Options Weighted- Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2022 103,557,247 $ 2.88 6.88 $ 25,753 16,050,794 $ 3.21 Granted — — 19,908,189 $ 2.17 Exercised/Released (281,042) $ 1.00 $ 118 (1,759,615) $ 3.63 Cancelled/Forfeited (92,467) $ 5.57 (289,130) $ 3.38 Outstanding as of March 31, 2023 103,183,738 $ 2.93 6.64 $ 12,515 33,910,238 $ 2.54 Vested and/or exercisable as of March 31, 2023 75,847,935 $ 2.01 6.28 $ 10,947 — $ — Vested and/or exercisable as of December 31, 2022 75,439,358 $ 1.96 6.50 $ 22,030 — $ — Vested but unissued restricted stock units as of March 31, 2023 and December 31, 2022 were immaterial. Share-based compensation expense for employee and nonemployee options and restricted stock units included in the Consolidated Statements of Operations and Comprehensive Loss is as follows for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 111 $ 118 Sales and marketing 828 1,544 Product and technology 1,068 1,027 General and administrative 7,962 30,421 Total share-based compensation expense $ 9,969 $ 33,110 Additionally, share-based compensation costs reflected within additional paid-in capital in the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the three

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Matters From time to time, the Company is subject to litigation in the normal course of business. The Company is of the opinion that, based on the information presently available, the resolution of any such legal matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company has accrued for losses that are both probable and estimable. We are also party to investigations and legal disputes and losses related to certain matters that are reasonably possible, but at this time, we cannot estimate a loss or range of losses.

Related-Party Transactions

Related-Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions Sul América Serviços de Saúde S.A. (Sul América), is a customer of and owns a 49% interest in Sharecare Brasil Servicios de Consultoria, Ltda. As of March 31, 2023 and December 31, 2022, $1.1 million and $1.4 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three month period ended March 31, 2023 and 2022 from Sul América totaled $1.3 million and $2.6 million, respectively. The Series A Preferred Stock is held by a customer that as of March 31, 2023 also had an employee serving on the Company’s Board of Directors. As of March 31, 2023 and December 31, 2022, $7.4 million and $3.1 million, respectively, in receivables were outstanding from this related party. Additionally, as of March 31, 2023 and December 31, 2022, current assets included $3.6 million and $4.8 million, respectively, associated with this related party related to the amount recorded in excess of cash received which represents a non-cash payment for up front research and development costs related to the issuance of the Series A Preferred Stock. The Company also paid $0 and $0.5 million related to administration fees and stop-loss coverage for employee health insurance for the three months ended March 31, 2023 and 2022, respectively. Revenues recognized for this customer for the three months ended March 31, 2023 and 2022 totaled $6.2 million and $4.9 million, respectively. Additionally, during the third quarter of 2022, we entered into a revenue contract with the Series A Preferred Stockholder to provide patient advocacy services. Separate from the above disclosed amounts for this related party, revenues recognized related to these distinct services for the three months ended March 31, 2023, totaled $10.6 million. As of March 31, 2023, there were $14.3 million in receivables, $22.2 million in accrued expenses, $1.7 million of current contract assets, and $5.4 million in long-term contract assets recorded in connection with these distinct agreements. The contract assets are being amortized as a reduction of revenue over the contract term. Revenue for the three months ended March 31, 2023, included $0.4 million of amortization of such contract assets. Additionally, the Company acquired certain intellectual property which was determined to be distinct and recorded an intangible asset of $8.5 million, which is being amortized over its estimated useful life. The Company also entered into separate agreements during the third quarter of 2022 for the purchase of distinct goods and services from that customer for amounts totaling $10.9 million which are recorded in cost of sales for the three months ended March 31, 2023. Amounts paid under the agreements that were not determined to be distinct were recorded as a reduction of revenues as described above.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, March 31, Numerator Net loss $ (35,005) $ (38,299) Less: Net loss attributable to noncontrolling interests in subsidiaries 346 98 Net loss available to common stockholders $ (34,659) $ (38,201) Denominator Weighted-average common shares outstanding, basic and diluted 352,923,217 344,891,335 Net loss per share attributable to common stockholders, basic and diluted $ (0.10) $ (0.11) The Company’s potential dilutive securities, which include stock options and restricted stock units, redeemable convertible preferred stock, and contingently issuable shares, have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2023 and 2022, as they are anti-dilutive and the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, March 31, Stock options and restricted stock units 30,951,366 44,970,833 Redeemable convertible preferred stock 5,000,000 5,000,000 Contingently issuable shares — 422,229 Total 35,951,366 50,393,062

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company considers events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through, May 10, 2023, the date on which the consolidated financial statements were available to be issued, noting no such material events.

Nature of Business and Signif_2

Nature of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Interim Financial Information	Basis of Presentation and Consolidation PolicyThe Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of March 31, 2023 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), and Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 are unaudited. T hese unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2022.
Consolidation Policy	The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Segment Information	Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company.
Use of Estimates	Use of Estimates The preparation of these unaudited interim consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include revenue recognition and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.
Concentration of Credit Risk	Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits are held with well-known financial institutions and may exceed federally insured limits. The Company grants credit to its customers during the normal course of business and generally requires no collateral from its customers.
Fair Value Measurements	Fair Value Measurements The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires management to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • Level 1 — Quoted prices in active markets for identical assets or liabilities • Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities • Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis Assets and liabilities that may be measured at fair value on a non-recurring basis relate primarily to the Company’s tangible fixed assets and other intangible assets. For these assets, the Company does not periodically adjust the carrying value to fair value except in the event of an impairment. When the Company determines that an impairment has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recorded within operating income in the Consolidated Statements of Operations and Comprehensive Loss. Further, in connection with business combinations and asset acquisitions, the values of certain assets acquired have been recorded at fair value using Level 3 inputs. The fair values of definite-lived intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that an asset is expected to generate in the future. The Company develops internal estimates for the expected cash flows from acquired assets and estimates of discount rates used in the present value calculations. In certain instances, the Company also estimates fair value based on market multiples of comparable companies, when using the market approach.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable, net, consists of trade accounts receivable which are due under normal trade terms requiring payment typically within 45 days from the invoice date. The allowance for doubtful accounts is based on management's
Contract Liabilities	Contract LiabilitiesIn connection with certain acquisitions, the Company has recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Amortization of these contract liabilities was $0.5 million for three months ended March 31, 2023, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $1.1 million for three months ended March 31, 2022, of which $0.4 million was included within cost of revenues and $0.7 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a related party in the amount of $17.1 million, related to service agreements, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.
Deferred Revenue and Revenue Recognition	Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six Revenue Recognition Performance-Based Revenue Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some, or all, of a variable consideration amount only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either: (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that it is not probable that the Company will meet the relevant performance target(s). As of March 31, 2023 and December 31, 2022, such fees included within deferred revenue were $5.2 million and $4.4 million, respectively. In the event that performance measures are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six Remaining Performance Obligations Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of March 31, 2023, future estimated revenue related to performance obligations with terms of more than one year that are unsatisfied or partially unsatisfied at the end of the reporting period was approximately $101.5 million. As of March 31, 2023, the Company expects to recognize revenue on approximately 72% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which is intended to improve the timing of recognition, and enhance the accounting and disclosure, of credit losses on financial assets. This update modified the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities, reinsurance recoverables, and accounts receivables and could result in the creation of an allowance for credit losses as a contra-asset account. The ASU requires a cumulative-effect change to retained earnings (accumulated deficit) in the period of adoption, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within the fiscal year. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption did not have a material impact on the Company’s unaudited interim consolidated financial statements with the primary impact being the increase in allowance for doubtful accounts related to our trade accounts receivable. The adoption adjustment was recorded to accumulated deficit, as shown in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit).

Nature of Business and Signif_3

Nature of Business and Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of Allowance for Doubtful Accounts	The changes in the allowance for doubtful accounts are as follows (in thousands): Three Months Ended 2023 2022 Allowance for doubtful accounts – beginning balance $ 7,197 $ 6,212 Provision for doubtful accounts 1,869 650 Amounts written off and other adjustments (640) (122) Allowance for doubtful accounts – ending balance $ 8,426 $ 6,740
Schedule of Revenues Disaggregated by Revenue Source	The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended 2023 2022 Enterprise $ 70,193 $ 59,771 Provider 28,974 24,717 Life Sciences 17,128 16,222 Total Revenue $ 116,295 $ 100,710
Schedule of Other Income	For the three months ended March 31, 2023 and 2022, other income consisted of the following (in thousands): Three Months Ended 2023 2022 Re-measurement of contingent consideration $ 138 $ 6,777 Re-measurement of warrant liabilities — 5,591 Other 291 477 Total other income $ 429 $ 12,845

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value	The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of March 31, 2023 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 141,709 $ — $ — $ 141,709 Total cash equivalents at fair value $ 141,709 $ — $ — $ 141,709 Liabilities Warrant liabilities $ 2,441 $ — $ — $ 2,441 Contingent consideration – other liabilities — — 1,741 1,741 Total liabilities at fair value $ 2,441 $ — $ 1,741 $ 4,182
Schedule of Changes to the Warrant Liability and Contingent Consideration	The following is a schedule of changes to the contingent consideration — other liabilities classified as Level 3 for the periods presented (in thousands): December 31, 2022 $ 1,879 Re-measurement of contingent consideration (138) March 31, 2023 $ 1,741

Balance Sheet Components (Table

Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accrued Expense and Other Current Liabilities	As of March 31, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, Accrued expenses $ 19,426 $ 18,526 Accrued compensation 15,079 23,762 Accrued media costs 2,775 4,515 Accrued taxes 1,458 1,602 Operating lease liabilities, current 2,043 2,941 Contract liabilities due to a related party, current 17,068 10,000 Accrued expenses due to a related party 5,086 18,011 Accrued other 2,675 2,270 Total accrued expenses and other current liabilities $ 65,610 $ 81,627

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Finite-Lived Intangible Assets	Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2023 were as follows (in thousands): March 31, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 66,688 $ (22,875) $ 43,813 7.5 Trade name 3,549 (1,645) 1,904 4.3 Customer relationships 77,849 (35,070) 42,779 8.9 Internal-use software 161,414 (101,752) 59,662 2.0 Total definite-lived, intangible assets $ 309,500 $ (161,342) $ 148,158 Intangible assets not subject to amortization Internal-use software projects in process $ 4,229 $ — $ 4,229 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 9,259 — 9,259 Total intangible assets $ 318,759 $ (161,342) $ 157,417
Schedule of Indefinite-Lived Intangible Assets	Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2023 were as follows (in thousands): March 31, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 66,688 $ (22,875) $ 43,813 7.5 Trade name 3,549 (1,645) 1,904 4.3 Customer relationships 77,849 (35,070) 42,779 8.9 Internal-use software 161,414 (101,752) 59,662 2.0 Total definite-lived, intangible assets $ 309,500 $ (161,342) $ 148,158 Intangible assets not subject to amortization Internal-use software projects in process $ 4,229 $ — $ 4,229 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 9,259 — 9,259 Total intangible assets $ 318,759 $ (161,342) $ 157,417
Schedule of Carrying Amount of Goodwill	The following tables set forth the changes in the carrying amount of the Company’s goodwill for the period presented (in thousands): December 31, 2022 $ 191,817 Foreign currency translation adjustment 100 March 31, 2023 $ 191,917
Schedule of Estimated Future Amortization Expense for Intangible Assets	The following is a schedule of estimated future amortization expense for intangible assets as of March 31, 2023 (in thousands): Year ending December 31: Remainder of 2023 $ 35,518 2024 38,207 2025 23,012 2026 13,349 2027 10,389 Thereafter 27,683 Total $ 148,158

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Schedule of Warrants Issued and Outstanding	As of March 31, 2023, the following warrants to purchase common stock were issued and outstanding: Classification Warrants Exercise Price Equity 1,038,678 $4.21 - $5.61 Liability 17,433,334 $11.50
Schedule of Stock Option Activity	Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2023 are as follows (in thousands, except share and per share amounts): Options Outstanding Restricted Stock Units Number of Options Weighted- Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2022 103,557,247 $ 2.88 6.88 $ 25,753 16,050,794 $ 3.21 Granted — — 19,908,189 $ 2.17 Exercised/Released (281,042) $ 1.00 $ 118 (1,759,615) $ 3.63 Cancelled/Forfeited (92,467) $ 5.57 (289,130) $ 3.38 Outstanding as of March 31, 2023 103,183,738 $ 2.93 6.64 $ 12,515 33,910,238 $ 2.54 Vested and/or exercisable as of March 31, 2023 75,847,935 $ 2.01 6.28 $ 10,947 — $ — Vested and/or exercisable as of December 31, 2022 75,439,358 $ 1.96 6.50 $ 22,030 — $ —
Schedule of Restricted Stock Unit Activity	Stock option and restricted stock unit activity, prices, and values during the three months ended March 31, 2023 are as follows (in thousands, except share and per share amounts): Options Outstanding Restricted Stock Units Number of Options Weighted- Weighted Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Outstanding as of December 31, 2022 103,557,247 $ 2.88 6.88 $ 25,753 16,050,794 $ 3.21 Granted — — 19,908,189 $ 2.17 Exercised/Released (281,042) $ 1.00 $ 118 (1,759,615) $ 3.63 Cancelled/Forfeited (92,467) $ 5.57 (289,130) $ 3.38 Outstanding as of March 31, 2023 103,183,738 $ 2.93 6.64 $ 12,515 33,910,238 $ 2.54 Vested and/or exercisable as of March 31, 2023 75,847,935 $ 2.01 6.28 $ 10,947 — $ — Vested and/or exercisable as of December 31, 2022 75,439,358 $ 1.96 6.50 $ 22,030 — $ —
Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options	Share-based compensation expense for employee and nonemployee options and restricted stock units included in the Consolidated Statements of Operations and Comprehensive Loss is as follows for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 111 $ 118 Sales and marketing 828 1,544 Product and technology 1,068 1,027 General and administrative 7,962 30,421 Total share-based compensation expense $ 9,969 $ 33,110

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders	Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, March 31, Numerator Net loss $ (35,005) $ (38,299) Less: Net loss attributable to noncontrolling interests in subsidiaries 346 98 Net loss available to common stockholders $ (34,659) $ (38,201) Denominator Weighted-average common shares outstanding, basic and diluted 352,923,217 344,891,335 Net loss per share attributable to common stockholders, basic and diluted $ (0.10) $ (0.11)
Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share	The Company excluded the following potential common shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended March 31, March 31, Stock options and restricted stock units 30,951,366 44,970,833 Redeemable convertible preferred stock 5,000,000 5,000,000 Contingently issuable shares — 422,229 Total 35,951,366 50,393,062

Nature of Business and Signif_4

Nature of Business and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Provision for doubtful accounts	$ 1,869	$ 650
ASU 2016-13
Disaggregation of Revenue [Line Items]
Provision for doubtful accounts	$ 1,100

Nature of Business and Signif_5

Nature of Business and Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Allowance for Doubtful Accounts
Allowance for doubtful accounts – beginning balance	$ 7,197	$ 6,212
Provision for doubtful accounts	1,869	650
Amounts written off and other adjustments	(640)	(122)
Allowance for doubtful accounts – ending balance	$ 8,426	$ 6,740

Nature of Business and Signif_6

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 451	$ 1,095
Contract liabilities	17,100
Deferred revenue	9,735		$ 9,032
Revenue recognized that was previously in deferred revenue	$ 6,100
Minimum
Disaggregation of Revenue [Line Items]
Contractual service period (in months)	6 months
Maximum
Disaggregation of Revenue [Line Items]
Contractual service period (in months)	12 months
Cost of revenues
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities		400
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities		$ 700

Nature of Business and Signif_7

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 5.2		$ 4.4
Performance-based revenue recognized	1.2	$ 1.9
Performance-based revenue recognized but not yet settled with customers	6.5	$ 4.6
Revenue recognized related to services provided in prior period	$ 0.1
Enterprise
Disaggregation of Revenue [Line Items]
Measurement period	1 year
Enterprise | Minimum
Disaggregation of Revenue [Line Items]
Settlement process term	6 months
Enterprise | Maximum
Disaggregation of Revenue [Line Items]
Settlement process term	8 months

Nature of Business and Signif_8

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Narrative) (Details) $ in Millions	Mar. 31, 2023 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 101.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	72%
Unsatisfied performance obligations expected recognition period	24 months

Nature of Business and Signif_9

Nature of Business and Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total Revenue	$ 116,295	$ 100,710
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	70,193	59,771
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	28,974	24,717
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 17,128	$ 16,222

Nature of Business and Signi_10

Nature of Business and Significant Accounting Policies - Schedule of Other Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 138	$ 6,777
Re-measurement of warrant liabilities	0	5,591
Other	291	477
Total other income	$ 429	$ 12,845

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value (Details) - Recurring $ in Thousands	Mar. 31, 2023 USD ($)
Cash equivalents
Total cash equivalents at fair value	$ 141,709
Liabilities
Warrant liabilities	2,441
Contingent consideration – other liabilities	1,741
Total liabilities at fair value	4,182
Money market funds
Cash equivalents
Total cash equivalents at fair value	141,709
Level 1
Cash equivalents
Total cash equivalents at fair value	141,709
Liabilities
Warrant liabilities	2,441
Contingent consideration – other liabilities	0
Total liabilities at fair value	2,441
Level 1 | Money market funds
Cash equivalents
Total cash equivalents at fair value	141,709
Level 2
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	0
Total liabilities at fair value	0
Level 2 | Money market funds
Cash equivalents
Total cash equivalents at fair value	0
Level 3
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	1,741
Total liabilities at fair value	1,741
Level 3 | Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - Warrants	Mar. 31, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Number of securities called by each warrant (in shares) | shares	1
Exercise price per share (in USD per share) | $ / shares	$ 11.50

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Changes to the Warrant Liability and Contingent Consideration (Details) - Contingent Consideration $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Changes in liability
Beginning balance	$ 1,879
Re-measurement of contingent consideration	(138)
Ending balance	$ 1,741

Balance Sheet Components (Detai

Balance Sheet Components (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 19,426	$ 18,526
Accrued compensation	15,079	23,762
Accrued media costs	2,775	4,515
Accrued taxes	1,458	1,602
Operating lease liabilities, current	2,043	2,941
Contract liabilities due to a related party, current	17,068	10,000
Accrued expenses due to a related party	5,086	18,011
Accrued other	2,675	2,270
Total accrued expenses and other current liabilities	$ 65,610	$ 81,627

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Definite-lived, intangible assets
Cost	$ 309,500
Accumulated Amortization	(161,342)
Net	148,158
Intangible assets not subject to amortization
Intangible assets not subject to amortization	9,259
Total intangible assets
Total intangible assets, cost	318,759
Total intangible assets, accumulated amortization	(161,342)
Total intangible assets, net	157,417	$ 163,114
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	4,229
Indefinite-lived, trade names
Intangible assets not subject to amortization
Intangible assets not subject to amortization	5,030
Technology – features/content
Definite-lived, intangible assets
Cost	66,688
Accumulated Amortization	(22,875)
Net	$ 43,813
Weighted Average Remaining Life	7 years 6 months
Total intangible assets
Total intangible assets, accumulated amortization	$ (22,875)
Indefinite-lived, trade names
Definite-lived, intangible assets
Cost	3,549
Accumulated Amortization	(1,645)
Net	$ 1,904
Weighted Average Remaining Life	4 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (1,645)
Customer relationships
Definite-lived, intangible assets
Cost	77,849
Accumulated Amortization	(35,070)
Net	$ 42,779
Weighted Average Remaining Life	8 years 10 months 24 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (35,070)
Internal-use software
Definite-lived, intangible assets
Cost	161,414
Accumulated Amortization	(101,752)
Net	$ 59,662
Weighted Average Remaining Life	2 years
Total intangible assets
Total intangible assets, accumulated amortization	$ (101,752)

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 191,817
Foreign currency translation adjustment	100
Ending balance	$ 191,917

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 14	$ 9.2

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Estimated future amortization expense:
Remainder of 2023	$ 35,518
2024	38,207
2025	23,012
2026	13,349
2027	10,389
Thereafter	27,683
Net	$ 148,158

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense (less than in 2023)	$ 31	$ 92

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class of Stock [Line Items]
Compensation costs related to share-based payment awards reflected within additional paid-in capital related to capitalizable internally developed software activities	$ 0.4	$ 0.6
Liability Warrants
Class of Stock [Line Items]
Warrants expiration period (in years)	7 years
Equity Warrants
Class of Stock [Line Items]
Warrants expiration period (in years)	7 years
Warrants vesting period (in years)	3 years
Contractual and Earnout Arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	6,173,886
Warrants reserved for future issuance (in shares)	8,981,569
Warrants earned but not issued (in shares)	194,133

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity - Schedule of Warrants Issued and Outstanding (Details)	Mar. 31, 2023 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	1,038,678,000
Equity | Minimum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 4.21
Equity | Maximum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 5.61
Liability
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	17,433,334,000
Exercise price per share (in USD per share)	$ 11.50

Common Stock and Stockholders_5

Common Stock and Stockholders' Equity - Schedule of Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Options Outstanding - Number of Options
Outstanding, beginning (in shares)	103,557,247
Granted (in shares)	0
Exercised/released (in shares)	(281,042)
Cancelled/forfeited (in shares)	(92,467)
Outstanding, ending (in shares)	103,183,738	103,557,247
Vested and exercisable (in shares)	75,847,935	75,439,358
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share)	$ 2.88
Granted (in USD per share)	0
Exercised/released (in USD per share)	1
Cancelled/forfeited (in USD per share)	5.57
Outstanding, ending (in USD per share)	2.93	$ 2.88
Vested and exercisable (in USD per share)	$ 2.01	$ 1.96
Weighted Average Remaining Contractual Term (Years)
Outstanding, weighted average remaining contractual term	6 years 7 months 20 days	6 years 10 months 17 days
Vested and exercisable, weighted average remaining contractual term	6 years 3 months 10 days	6 years 6 months
Outstanding, aggregate intrinsic value	$ 12,515	$ 25,753
Exercised, aggregate intrinsic value	118
Vested and exercisable, aggregate intrinsic value	$ 10,947	$ 22,030

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Schedule of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	16,050,794
Granted (in shares)	19,908,189
Exercised/released (in shares)	(1,759,615)
Cancelled/forfeited (in shares)	(289,130)
Outstanding, ending (in shares)	33,910,238
Vested and exercisable (in shares)	0	0
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Outstanding, beginning (in USD per share)	$ 3.21
Granted (in USD per share)	2.17
Exercised/released (in USD per share)	3.63
Cancelled/forfeited (in USD per share)	3.38
Outstanding, ending (in USD per share)	2.54
Vested and exercisable (in USD per share)	$ 0	$ 0

Common Stock and Stockholders_7

Common Stock and Stockholders' Equity - Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 9,969	$ 33,110
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	111	118
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	828	1,544
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,068	1,027
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 7,962	$ 30,421

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenue from related parties	$ 18,790	$ 7,568
Sul América
Related Party Transaction [Line Items]
Accounts receivable, related parties	1,100		$ 1,400
Revenue from related parties	1,300	2,600
Board of Directors Related Customer
Related Party Transaction [Line Items]
Accounts receivable, related parties	7,400		3,100
Revenue from related parties	6,200	4,900
Short-term asset related to non-cash payment for upfront research and development costs	3,600		$ 4,800
Board of Directors Related Customer | Administration Fees and Stop Loss Coverage
Related Party Transaction [Line Items]
Expenses, related party transactions	0	$ 500
Series A Preferred Stock Holder
Related Party Transaction [Line Items]
Accounts receivable, related parties	14,300
Revenue from related parties	10,600
Due to related parties	22,200
Current contract assets	1,700
Long-term asset related to non-cash payment for upfront research and development costs	5,400
Share-based compensation	400
Intangible asset recognized	8,500
Series A Preferred Stock Holder | Administration Fees and Stop Loss Coverage
Related Party Transaction [Line Items]
Expenses, related party transactions	10,900
Director Affiliated Customer
Related Party Transaction [Line Items]
Accounts receivable, related parties	700
Director
Related Party Transaction [Line Items]
Revenue from related parties	$ 700
Sharecare Brasil Servicios de Consultoria, Ltda | Sul América
Related Party Transaction [Line Items]
Noncontrolling interest	49%

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator
Net loss	$ (35,005)	$ (38,299)
Net income (loss) attributable to noncontrolling interest in subsidiaries	346	98
Net loss available to common stockholders, basic	(34,659)	(38,201)
Net loss available to common stockholders, diluted	$ (34,659)	$ (38,201)
Denominator
Weighted-average common shares outstanding, basic (in shares)	352,923,217	344,891,335
Weighted-average common shares outstanding, diluted (in shares)	352,923,217	344,891,335
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.10)	$ (0.11)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.10)	$ (0.11)

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	35,951,366	50,393,062
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	30,951,366	44,970,833
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	5,000,000	5,000,000
Contingently issuable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	422,229