Sharecare (SHCR) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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,
Entity Address, Address Line Two	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		352,423,864
Entity Central Index Key	0001816233
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 128,008	$ 182,508
Accounts receivable, net (net of allowance for doubtful accounts of $8,788 and $7,197, respectively)	125,045	116,877
Other receivables	1,915	4,114
Prepaid expenses	8,604	12,612
Other current assets	4,833	4,515
Total current assets	268,405	320,626
Property and equipment, net	3,911	5,082
Other long-term assets	18,762	20,362
Intangible assets, net	146,818	163,114
Goodwill	191,703	191,817
Total assets	629,599	701,001
Current liabilities:
Accounts payable	26,642	8,838
Accrued expenses and other current liabilities (Note 3)	77,560	81,627
Deferred revenue	6,029	9,032
Contract liabilities, current	384	1,535
Total current liabilities	110,615	101,032
Warrant liabilities	523	2,441
Long-term debt	450	0
Other long-term liabilities	8,209	16,723
Total liabilities	119,797	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 September 30, 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; 352,013,646 and 354,463,620 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	35	35
Additional paid-in capital	1,146,035	1,120,024
Accumulated other comprehensive loss	(2,809)	(2,794)
Accumulated deficit	(691,128)	(595,820)
Total Sharecare, Inc. stockholders’ equity	452,133	521,445
Noncontrolling interest in subsidiaries	(536)	1,155
Total stockholders’ equity	451,597	522,600
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 629,599	$ 701,001

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 8,788	$ 7,197
Stockholders’ equity:
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares, issued (in shares)	352,013,646	354,463,620
Common stock, shares, outstanding (in shares)	352,013,646	354,463,620
Series A Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, par value (in USD 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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue (inclusive of $14,962 and $12,685 of related party revenue for the three months ended September 30, 2023 and 2022, respectively, and $51,755 and $28,138 of related party revenue for the nine months ended September 30, 2023 and 2022, respectively)	$ 113,327	$ 114,619	$ 339,975	$ 319,153
Costs and operating expenses:
Costs of revenue (exclusive of depreciation and amortization; inclusive of $8,441 and $5,666 of related party costs for three months ended September 30, 2023 and 2022, respectively, and $24,796 and $5,666 of related party costs for the nine months ended September 30, 2023 and 2022, respectively)	64,367	60,322	195,207	165,052
Sales and marketing	13,549	12,032	43,858	40,698
Product and technology	15,269	17,136	53,112	54,237
General and administrative	35,251	38,552	104,741	138,041
Depreciation and amortization	14,613	12,053	43,578	32,831
Total costs and operating expenses	143,049	140,095	440,496	430,859
Loss from operations	(29,722)	(25,476)	(100,521)	(111,706)
Other income (expense):
Interest income	1,535	319	4,861	450
Interest expense	(513)	(548)	(1,395)	(1,579)
Other income (expense)	3,286	(2,382)	1,085	17,290
Total other income (expense)	4,308	(2,611)	4,551	16,161
Loss before income tax benefit (expense)	(25,414)	(28,087)	(95,970)	(95,545)
Income tax benefit (expense)	43	627	(53)	265
Net loss	(25,371)	(27,460)	(96,023)	(95,280)
Net loss attributable to noncontrolling interest in subsidiaries	(920)	(103)	(1,770)	(697)
Net loss attributable to Sharecare, Inc.	$ (24,451)	$ (27,357)	$ (94,253)	$ (94,583)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.07)	$ (0.08)	$ (0.27)	$ (0.27)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.07)	$ (0.08)	$ (0.27)	$ (0.27)
Weighted-average common shares outstanding, basic (in shares)	351,519,172	349,615,224	352,845,500	347,232,210
Weighted-average common shares outstanding, diluted (in shares)	351,519,172	349,615,224	352,845,500	347,232,210
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (25,371)	$ (27,460)	$ (96,023)	$ (95,280)
Foreign currency translation	(432)	(1,032)	64	(2,007)
Comprehensive loss	(25,803)	(28,492)	(95,959)	(97,287)
Comprehensive loss attributable to noncontrolling interest in subsidiaries	(913)	(139)	(1,691)	(599)
Comprehensive loss attributable to Sharecare, Inc.	$ (24,890)	$ (28,353)	$ (94,268)	$ (96,688)

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue (inclusive of $14,962 and $12,685 of related party revenue for the three months ended September 30, 2023 and 2022, respectively, and $51,755 and $28,138 of related party revenue for the nine months ended September 30, 2023 and 2022, respectively)	$ 113,327	$ 114,619	$ 339,975	$ 319,153
Costs of revenue (exclusive of depreciation and amortization; inclusive of $8,441 and $5,666 of related party costs for three months ended September 30, 2023 and 2022, respectively, and $24,796 and $5,666 of related party costs for the nine months ended September 30, 2023 and 2022, respectively)	64,367	60,322	195,207	165,052
Related Party
Revenue (inclusive of $14,962 and $12,685 of related party revenue for the three months ended September 30, 2023 and 2022, respectively, and $51,755 and $28,138 of related party revenue for the nine months ended September 30, 2023 and 2022, respectively)	14,962	12,685	51,755	28,138
Costs of revenue (exclusive of depreciation and amortization; inclusive of $8,441 and $5,666 of related party costs for three months ended September 30, 2023 and 2022, respectively, and $24,796 and $5,666 of related party costs for the nine months ended September 30, 2023 and 2022, respectively)	$ 8,441	$ 5,666	$ 24,796	$ 5,666

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 Income (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 Sep. 30, 2022			5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 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]
Net income (loss) attributable to noncontrolling interest in subsidiaries	(697)
Currency translation adjustment	(2,007)
Net income (loss) attributable to Sharecare, Inc.	(94,583)
Ending balance (in shares) at Sep. 30, 2022				353,441,847
Ending balance at Sep. 30, 2022	536,188			$ 35	1,110,803	(4,166)	(571,696)		1,212
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	Accounting Standards Update 2016-13 [Member]
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2022			5,000,000
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2022			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Jun. 30, 2022			5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2022			$ 58,205
Beginning balance (in shares) at Mar. 31, 2022				349,082,480
Beginning balance at Mar. 31, 2022	$ 562,805			$ 35	1,078,201	(2,130)	(515,314)		2,013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				2,497,188
Stock options exercised	2,658				2,658
Common stock issued upon vesting of restricted stock units (in shares)				346,698
Issuance of warrants in connection with debt and revenue arrangements	14				14
Share-based compensation	18,558				18,558
Net income (loss) attributable to noncontrolling interest in subsidiaries	(496)								(496)
Currency translation adjustment	(1,206)					(1,040)			(166)
Net income (loss) attributable to Sharecare, Inc.	(29,025)						(29,025)
CareLinx working capital adjustment	(659)				(659)
Ending balance (in shares) at Jun. 30, 2022				351,926,366
Ending balance at Jun. 30, 2022	552,649			$ 35	1,098,772	(3,170)	(544,339)		1,351
Redeemable convertible preferred stock, ending balance (in shares) at Sep. 30, 2022			5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 2022			$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				1,301,650
Stock options exercised	1,315				1,315
Common stock issued upon vesting of restricted stock units (in shares)				306,326
Issuance of warrants in connection with debt and revenue arrangements	14				14
Share-based compensation	10,702				10,702
Net income (loss) attributable to noncontrolling interest in subsidiaries	(103)								(103)
Currency translation adjustment	(1,032)					(996)			(36)
Net income (loss) attributable to Sharecare, Inc.	(27,357)						(27,357)
CareLinx working capital adjustment (in shares)				(92,495)
Ending balance (in shares) at Sep. 30, 2022				353,441,847
Ending balance at Sep. 30, 2022	536,188			$ 35	1,110,803	(4,166)	(571,696)		1,212
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2022	$ 58,205		$ 58,205
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
Beginning balance (in shares) at Dec. 31, 2022	354,463,620			354,463,620
Beginning 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]
Stock options exercised (in shares)				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)				(131)
Ending balance (in shares) at Mar. 31, 2023				356,289,293
Ending balance at Mar. 31, 2023	497,022			$ 35	1,130,199	(2,544)	(631,534)		866
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2022	58,205		$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Sep. 30, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 2023	$ 58,205		$ 58,205
Beginning balance (in shares) at Dec. 31, 2022	354,463,620			354,463,620
Beginning 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]
Stock options exercised (in shares)	521,185
Net income (loss) attributable to noncontrolling interest in subsidiaries	$ (1,770)
Currency translation adjustment	64
Net income (loss) attributable to Sharecare, Inc.	$ (94,253)
Ending balance (in shares) at Sep. 30, 2023	352,013,646			352,013,646
Ending balance at Sep. 30, 2023	$ 451,597			$ 35	1,146,035	(2,809)	(691,128)		(536)
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2023			5,000,000
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2023			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Jun. 30, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2023			$ 58,205
Beginning balance (in shares) at Mar. 31, 2023				356,289,293
Beginning balance at Mar. 31, 2023	497,022			$ 35	1,130,199	(2,544)	(631,534)		866
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				188,023
Stock options exercised	170				170
Common stock issued upon vesting of restricted stock units (in shares)				2,013,098
Issuance of warrants in connection with debt and revenue arrangements	14				14
Share-based compensation	12,329				12,329
Net income (loss) attributable to noncontrolling interest in subsidiaries	(504)								(504)
Currency translation adjustment	189					174			15
Taxes paid related to net share settlement of equity awards (in shares)				(346,450)
Taxes paid related to net share settlement of equity awards	(511)				(511)
Repurchased shares of common stock related to exercise of employee stock options (in shares)				(1,550,000)
Repurchased shares of common stock related to exercise of employee stock options	(2,607)				(2,607)
Net income (loss) attributable to Sharecare, Inc.	(35,143)						(35,143)
Ending balance (in shares) at Jun. 30, 2023				356,593,964
Ending balance at Jun. 30, 2023	470,959			$ 35	1,139,594	(2,370)	(666,677)		377
Redeemable convertible preferred stock, ending balance (in shares) at Sep. 30, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 2023	58,205		$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				52,120
Stock options exercised	66				66
Common stock issued upon vesting of restricted stock units (in shares)				1,581,903
Issuance of warrants in connection with debt and revenue arrangements	10				10
Share-based compensation	13,405				13,405
Net income (loss) attributable to noncontrolling interest in subsidiaries	(920)								(920)
Currency translation adjustment	(432)					(439)			7
Taxes paid related to net share settlement of equity awards (in shares)				(321,306)
Taxes paid related to net share settlement of equity awards	(403)				(403)
Repurchased shares of common stock related to exercise of employee stock options (in shares)				(5,893,035)
Repurchased shares of common stock related to exercise of employee stock options	(6,637)				(6,637)
Net income (loss) attributable to Sharecare, Inc.	$ (24,451)						(24,451)
Ending balance (in shares) at Sep. 30, 2023	352,013,646			352,013,646
Ending balance at Sep. 30, 2023	$ 451,597			$ 35	$ 1,146,035	$ (2,809)	$ (691,128)		$ (536)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (96,023)	$ (95,280)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	43,578	32,831
Non-cash interest expense	480	733
Amortization of contract liabilities	(1,353)	(3,285)
Accretion of contract liabilities	204	660
Lease right-of-use assets expense	2,545	4,587
Change in fair value of warrant liability and contingent consideration	(3,346)	(15,765)
Amortization of non-cash payment for research and development	3,570	1,268
Share-based compensation	35,322	61,619
Deferred income taxes	64	(708)
Other	2,934	2,271
Changes in operating assets and liabilities:
Accounts receivable, net	(11,841)	1,686
Prepaid expenses and other assets	(739)	(4,219)
Accounts payable and accrued expenses	5,144	(26,539)
Operating lease liabilities	(458)	(1,377)
Deferred revenue	(3,003)	(648)
Net cash used in operating activities	(22,922)	(42,166)
Cash flows from investing activities:
Purchases of property and equipment	(1,397)	(1,909)
Capitalized internal-use software costs	(21,487)	(29,915)
Net cash used in investing activities	(22,884)	(31,824)
Cash flows from financing activities:
Payments for shares repurchased	(9,360)	0
Proceeds from exercise of common stock options	1,438	6,310
Payments on financing lease obligations	(835)	(542)
Net cash (used in) provided by financing activities	(8,757)	5,768
Effect of exchange rates on cash and cash equivalents	63	(319)
Net decrease in cash and cash equivalents	(54,500)	(68,541)
Cash and cash equivalents at beginning of period	182,508	271,105
Cash and cash equivalents at end of period	128,008	202,564
Supplemental disclosure of cash flow information:
Cash paid for interest	605	836
Cash paid for income taxes	32	23
Non-cash investing and financing activities:
CareLinx working capital adjustment	0	659
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities	2,676	5,280
Assets obtained in exchange for lease obligations	$ 1,812	$ 3,254

Nature of Business and Signific

Nature of Business and Significant Accounting Policies	9 Months Ended
	Sep. 30, 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 Sheet as of September 30, 2023 and the Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for each of the three month periods within the nine months ended September 30, 2023 and 2022, and Consolidated Statements of Cash Flows for the nine months ended September 30, 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 September 30, 2023, the Company’s consolidated results of operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 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 periods. 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 in 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 loss in the Consolidated Statements of Operations and Comprehensive Loss. 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 receivable 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 reassesses the adequacy of the allowance for doubtful accounts each reporting period. The changes in the allowance for doubtful accounts are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Allowance for doubtful accounts – beginning balance $ 8,145 $ 7,812 $ 7,197 $ 6,212 Provision for doubtful accounts 724 755 2,811 2,468 Amounts written off and other adjustments (81) (1,727) (1,220) (1,840) Allowance for doubtful accounts – ending balance $ 8,788 $ 6,840 $ 8,788 $ 6,840 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 September 30, 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 September 30, 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. Amortization of these contract liabilities was $1.4 million for nine months ended September 30, 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 $3.3 million for nine months ended September 30, 2022, of which $1.3 million was included within cost of revenues and $2.0 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 $17.4 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, which consist of deferred revenue and contract billings in excess of earned revenue, pursuant to ASC 606. 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 not probable that a significant reversal in the amount of cumulative revenue recognized will 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 September 30, 2023 and December 31, 2022, such fees included within deferred revenue were $5.4 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 Approximately $3.4 million and $5.8 million of revenues recognized during the nine months ended September 30, 2023 and 2022, respectively, were performance-based. During the nine months ended September 30, 2023, $0.7 million was recognized in revenue that related to services provided prior to December 31, 2022. As of September 30, 2023 and 2022, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.6 million and $6.5 million, respectively. 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 September 30, 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 $81.2 million. As of September 30, 2023, the Company expects to recognize revenue on approximately 84% 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 Nine Months Ended 2023 2022 2023 2022 Enterprise $ 60,216 $ 65,223 $ 194,460 $ 184,882 Provider 32,978 28,712 91,143 79,831 Life Sciences 20,133 20,684 54,372 54,440 Total Revenue $ 113,327 $ 114,619 $ 339,975 $ 319,153 Other Income (Expense) For the three and nine months ended September 30, 2023 and 2022, other income (expense) consisted of the following (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Re-measurement of contingent consideration $ 520 $ (2,121) $ 1,428 $ 9,131 Re-measurement of warrant liabilities 2,784 (856) 1,918 6,634 Other (18) 595 (2,261) 1,525 Total other income (expense) $ 3,286 $ (2,382) $ 1,085 $ 17,290 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 receivable 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	9 Months Ended
	Sep. 30, 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 September 30, 2023 (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 111,216 $ — $ — $ 111,216 Total cash equivalents at fair value $ 111,216 $ — $ — $ 111,216 Liabilities Warrant liabilities $ 523 $ — $ — $ 523 Contingent consideration – other liabilities — — 451 451 Total liabilities at fair value $ 523 $ — $ 451 $ 974 The warrants 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, are 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 is classified within Level 3 as it is 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 (1,428) September 30, 2023 $ 451

Balance Sheet Components

Balance Sheet Components	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Components	Balance Sheet Components Accrued Expenses and Other Current Liabilities As of September 30, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued expenses $ 16,268 $ 18,526 Accrued compensation 11,449 23,762 Accrued media costs 3,483 4,515 Accrued taxes 1,634 1,602 Operating lease liabilities, current 2,043 2,941 Contract liabilities due to a related party, current 17,353 10,000 Accrued expenses due to a related party 23,941 18,011 Accrued other 1,389 2,270 Total accrued expenses and other current liabilities $ 77,560 $ 81,627

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 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 asset as of September 30, 2023 were as follows (in thousands): September 30, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 65,793 $ (26,366) $ 39,427 8.3 Trade name 3,549 (1,868) 1,681 7.9 Customer relationships 77,849 (38,112) 39,737 9.0 Internal-use software 177,733 (120,362) 57,371 2.0 Total definite-lived, intangible assets $ 324,924 $ (186,708) $ 138,216 Intangible assets not subject to amortization Internal-use software projects in process $ 3,572 $ — $ 3,572 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 8,602 — 8,602 Total intangible assets $ 333,526 $ (186,708) $ 146,818 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 (114) September 30, 2023 $ 191,703 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 the income and market approaches. There have been no impairments of goodwill since the Company’s inception. As a result of the sustained decline in the Company’s stock price and associated market capitalization, the Company performed an impairment test during the third quarter of 2023. The fair value of the reporting units for goodwill impairment testing was determined using both an income approach and market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration. For the market approach, we used both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenue and EBITDA for a group of comparable public companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue and EBITDA data from target companies deemed similar to the reporting unit. As a result of the interim test, the fair values of each of our reporting units exceeded their respective book values in excess of approximately 10%, and the Company determined there was no impairment. An increase of 100 basis points in the weighted average cost of capital or a decrease of 100 basis points in annual forecasted revenues would have resulted in a 3% and 7% decline in the fair value, respectively of our reporting units which would not have resulted in impairment. Amortization expense for intangible assets during the three months ended September 30, 2023 and 2022 totaled $13.9 million and $11.2 million, respectively. Amortization expense for intangible assets during the nine months ended September 30, 2023 and 2022 totaled $41.4 million and $30.5 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 September 30, 2023 (in thousands): Year ending December 31: Remainder of 2023 $ 13,393 2024 45,302 2025 29,349 2026 16,048 2027 10,816 Thereafter 23,308 Total $ 138,216

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 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 September 30, 2023, the Company recognized income tax benefit of less than $0.1 million, primarily due to tax on foreign income. For the three months ended September 30, 2022, the Company recognized an income tax benefit of $0.6 million, primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to an acquisition. For the nine months ended September 30, 2023, the Company recognized income tax expense of less than $0.1 million, primarily due to state income tax. For the nine months ended September 30, 2022, the Company recognized income tax benefit of $0.3 million, primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to an acquisition.

Common Stock and Stockholders'

Common Stock and Stockholders' Equity	9 Months Ended
	Sep. 30, 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. Warrants classified as liabilities generally vest immediately and are exercisable upon issuance and have an expiration of seven years from the date of issuance. Warrants classified as equity generally vest after three years from the date of issuance and have an expiration of seven years from the date of issuance. As of September 30, 2023, the following warrants to purchase common stock were issued and outstanding: Classification Warrants Exercise Price Equity 1,171,652 $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 September 30, 2023, these agreements provide for the issuance of up to 5,182,109 shares of common stock and 8,194,627 warrants to purchase shares of common stock. With respect to these arrangements, there were 107,476 warrants earned but not issued as of September 30, 2023. Share-based Payments Stock option and restricted stock unit activity, prices, and values during the nine months ended September 30, 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 — — 39,420,993 $ 1.83 Exercised/Released (521,185) $ 0.99 $ 57 (5,354,616) $ 2.72 Cancelled/Forfeited (6,116,595) $ 2.07 (3,414,923) $ 3.15 Outstanding as of September 30, 2023 96,919,467 $ 2.99 6.17 $ 360 46,702,248 $ 2.11 Vested and/or exercisable as of September 30, 2023 79,631,937 $ 2.43 5.89 $ 360 — $ — 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 September 30, 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 and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenues $ 213 $ 83 $ 512 $ 309 Sales and marketing 1,814 300 4,089 2,826 Product and technology 53 1,413 2,276 3,176 General and administrative 11,126 8,535 28,445 55,308 Total share-based compensation expense $ 13,206 $ 10,331 $ 35,322 $ 61,619 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 months ended September 30, 2023 and 2022, included approximately $0.2 million and $0.4 million related to capitalizable internally developed software activities, respectively. Share-based compensation, reflected within additional paid-in capital in the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) costs for the nine months ended September 30, 2023 and 2022, included approximately $1.3 million and $1.3 million related to capitalizable internally developed software activities, respectively. On May 31, 2023, each of the principal executive officer, principal financial officer, other named executive officers, and certain eligible employees of the Company voluntarily elected to forgo up to 25% of their cash base salary for the next 12 months, and in lieu thereof received restricted stock units (“RSUs”) with a value equal to the cash amount they elected to forego over the 12-month period. In consideration for forgoing guaranteed cash compensation, each individual will receive an additional number of RSUs with a value equal to 25% of the amount of cash salary they have elected to forgo. The RSUs were issued in June 2023 and will vest in four equal quarterly installments over the next 12 months, subject to the individual’s continued employment. The ability of the named executive officers and other eligible employees to make such election to forgo guaranteed cash compensation and receive RSUs in lieu thereof was approved by the Compensation and Human Capital Committee of the Company’s board of directors. The unvested RSUs are classified as a liability. As of September 30, 2023, there was $0.4 million of unvested RSUs classified as a liability and recorded to accrued expenses and other current liabilities in the Consolidated Balance Sheets. As such, 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 months ended September 30, 2023 does not reflect the cost associated with these awards. Upon vesting of these RSUs, amounts will be reclassified from liability to equity.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 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. The Company is in process of winding down the contract with this related party and plans for Sharecare Brasil Servicios de Consultoria, Ltda to cease operations by the end of the 2023. As of September 30, 2023 and December 31, 2022, $0 and $1.4 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three month period ended September 30, 2023 and 2022 from Sul América totaled $0.4 million and $2.0 million, respectively. Revenues recognized for the nine month period ended September 30, 2023 and 2022 from Sul América totaled $3.0 million and $7.1 million, respectively. The Series A Preferred Stock is held by a customer that also had an employee serving on the Company’s Board of Directors. During the three month period ended June 30, 2023, the board member ceased employment with the customer. Subsequent to the board member’s termination of employment with the customer, this customer was no longer considered a related party. As of September 30, 2023 and December 31, 2022, $10.6 million and $3.1 million, respectively, in receivables were outstanding from this related party. Additionally, as of September 30, 2023 and December 31, 2022, current assets included $1.2 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. For the three months ended September 30, 2023 and 2022, the Company paid $0 and $0.5 million related to administration fees and stop-loss coverage for employee health insurance, respectively, to a related party. For the nine months ended September 30, 2023 and 2022, the Company paid $0 and $1.5 million related to administration fees and stop-loss coverage for employee health insurance, respectively. Revenues recognized for this customer for the three months ended September 30, 2023 and 2022 totaled $4.7 million and $4.9 million, respectively. Revenues recognized for this customer for the nine months ended September 30, 2023 and 2022 totaled $14.2 million and $15.3 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 September 30, 2023 and 2022 totaled $8.9 million and $5.7 million, respectively. Revenues recognized related to these distinct services for the nine months ended September 30, 2023 and 2022 totaled $31.8 million and $5.7 million, respectively. As of September 30, 2023, there were $38.3 million in receivables, $41.3 million in accrued expenses, $0 of long-term liabilities, $1.7 million of current contract assets, and $4.6 million in long-term contract assets recorded in connection with these distinct agreements. As of December 31, 2022, there were $18.1 million in receivables, $28.0 million in accrued expenses, $6.9 million of long-term liabilities, $1.7 million of current contract assets, and $5.8 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 September 30, 2023 and 2022, included $0.4 million and $0.2 million of amortization of such contract assets, respectively. Revenue for the nine months ended September 30, 2023 and 2022, included $1.2 million and $0.2 million of amortization of

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2023 2022 2023 2022 Numerator Net loss $ (25,371) $ (27,460) $ (96,023) $ (95,280) Less: Net loss attributable to noncontrolling interests in subsidiaries (920) (103) (1,770) (697) Net loss available to common stockholders $ (24,451) $ (27,357) $ (94,253) $ (94,583) Denominator Weighted-average common shares outstanding, basic and diluted 351,519,172 349,615,224 352,845,500 347,232,210 Net loss per share attributable to common stockholders, basic and diluted $ (0.07) $ (0.08) $ (0.27) $ (0.27) 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 and nine months ended September 30, 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 share 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 Nine Months Ended 2023 2022 2023 2022 Stock options and restricted stock units 4,096,122 42,122,506 16,051,839 40,592,631 Redeemable convertible preferred stock 5,000,000 5,000,000 5,000,000 5,000,000 Contingently issuable shares — — — 157,372 Total 9,096,122 47,122,506 21,051,839 45,750,003

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 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, November 9, 2023, the date on which the consolidated financial statements were available to be issued, noting no such material events.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net income (loss) attributable to Sharecare, Inc.	$ (24,451)	$ (35,143)	$ (34,659)	$ (27,357)	$ (29,025)	$ (38,201)	$ (94,253)	$ (94,583)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Nature of Business and Signif_2

Nature of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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 Sheet as of September 30, 2023 and the Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for each of the three month periods within the nine months ended September 30, 2023 and 2022, and Consolidated Statements of Cash Flows for the nine months ended September 30, 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 September 30, 2023, the Company’s consolidated results of operations for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 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 periods. 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 in 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 loss in the Consolidated Statements of Operations and Comprehensive Loss.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful AccountsAccounts 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 receivable 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 reassesses the adequacy of the allowance for doubtful accounts each reporting period.
Contract Liabilities	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 September 30, 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 September 30, 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.
Deferred Revenue and Revenue Recognition	Deferred Revenue The Company records contract liabilities, which consist of deferred revenue and contract billings in excess of earned revenue, pursuant to ASC 606. 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 not probable that a significant reversal in the amount of cumulative revenue recognized will 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 September 30, 2023 and December 31, 2022, such fees included within deferred revenue were $5.4 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 Approximately $3.4 million and $5.8 million of revenues recognized during the nine months ended September 30, 2023 and 2022, respectively, were performance-based. During the nine months ended September 30, 2023, $0.7 million was recognized in revenue that related to services provided prior to December 31, 2022. As of September 30, 2023 and 2022, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.6 million and $6.5 million, respectively. 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 September 30, 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 $81.2 million. As of September 30, 2023, the Company expects to recognize revenue on approximately 84% 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 receivable 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)	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2023 2022 2023 2022 Allowance for doubtful accounts – beginning balance $ 8,145 $ 7,812 $ 7,197 $ 6,212 Provision for doubtful accounts 724 755 2,811 2,468 Amounts written off and other adjustments (81) (1,727) (1,220) (1,840) Allowance for doubtful accounts – ending balance $ 8,788 $ 6,840 $ 8,788 $ 6,840
Schedule of Revenues Disaggregated by Revenue Source	The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Enterprise $ 60,216 $ 65,223 $ 194,460 $ 184,882 Provider 32,978 28,712 91,143 79,831 Life Sciences 20,133 20,684 54,372 54,440 Total Revenue $ 113,327 $ 114,619 $ 339,975 $ 319,153
Schedule of Other Income (Expense)	For the three and nine months ended September 30, 2023 and 2022, other income (expense) consisted of the following (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Re-measurement of contingent consideration $ 520 $ (2,121) $ 1,428 $ 9,131 Re-measurement of warrant liabilities 2,784 (856) 1,918 6,634 Other (18) 595 (2,261) 1,525 Total other income (expense) $ 3,286 $ (2,382) $ 1,085 $ 17,290

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2023 (in thousands): September 30, 2023 Level 1 Level 2 Level 3 Total Fair Value Cash equivalents Money market funds $ 111,216 $ — $ — $ 111,216 Total cash equivalents at fair value $ 111,216 $ — $ — $ 111,216 Liabilities Warrant liabilities $ 523 $ — $ — $ 523 Contingent consideration – other liabilities — — 451 451 Total liabilities at fair value $ 523 $ — $ 451 $ 974
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 (1,428) September 30, 2023 $ 451

Balance Sheet Components (Table

Balance Sheet Components (Tables)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accrued Expense and Other Current Liabilities	As of September 30, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, Accrued expenses $ 16,268 $ 18,526 Accrued compensation 11,449 23,762 Accrued media costs 3,483 4,515 Accrued taxes 1,634 1,602 Operating lease liabilities, current 2,043 2,941 Contract liabilities due to a related party, current 17,353 10,000 Accrued expenses due to a related party 23,941 18,011 Accrued other 1,389 2,270 Total accrued expenses and other current liabilities $ 77,560 $ 81,627

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 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 asset as of September 30, 2023 were as follows (in thousands): September 30, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 65,793 $ (26,366) $ 39,427 8.3 Trade name 3,549 (1,868) 1,681 7.9 Customer relationships 77,849 (38,112) 39,737 9.0 Internal-use software 177,733 (120,362) 57,371 2.0 Total definite-lived, intangible assets $ 324,924 $ (186,708) $ 138,216 Intangible assets not subject to amortization Internal-use software projects in process $ 3,572 $ — $ 3,572 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 8,602 — 8,602 Total intangible assets $ 333,526 $ (186,708) $ 146,818
Schedule of Indefinite-Lived Intangible Assets	Intangible assets and the related accumulated amortization for each class of intangible asset as of September 30, 2023 were as follows (in thousands): September 30, 2023 Cost Accumulated Net Weighted Definite-lived, intangible assets Technology – features/content $ 65,793 $ (26,366) $ 39,427 8.3 Trade name 3,549 (1,868) 1,681 7.9 Customer relationships 77,849 (38,112) 39,737 9.0 Internal-use software 177,733 (120,362) 57,371 2.0 Total definite-lived, intangible assets $ 324,924 $ (186,708) $ 138,216 Intangible assets not subject to amortization Internal-use software projects in process $ 3,572 $ — $ 3,572 Indefinite-lived, trade names 5,030 — 5,030 Total intangible assets not subject to amortization 8,602 — 8,602 Total intangible assets $ 333,526 $ (186,708) $ 146,818
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 (114) September 30, 2023 $ 191,703
Schedule of Estimated Future Amortization Expense for Intangible Assets	The following is a schedule of estimated future amortization expense for intangible assets as of September 30, 2023 (in thousands): Year ending December 31: Remainder of 2023 $ 13,393 2024 45,302 2025 29,349 2026 16,048 2027 10,816 Thereafter 23,308 Total $ 138,216

Common Stock and Stockholders_2

Common Stock and Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Schedule of Warrants Issued and Outstanding	As of September 30, 2023, the following warrants to purchase common stock were issued and outstanding: Classification Warrants Exercise Price Equity 1,171,652 $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 nine months ended September 30, 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 — — 39,420,993 $ 1.83 Exercised/Released (521,185) $ 0.99 $ 57 (5,354,616) $ 2.72 Cancelled/Forfeited (6,116,595) $ 2.07 (3,414,923) $ 3.15 Outstanding as of September 30, 2023 96,919,467 $ 2.99 6.17 $ 360 46,702,248 $ 2.11 Vested and/or exercisable as of September 30, 2023 79,631,937 $ 2.43 5.89 $ 360 — $ — 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 nine months ended September 30, 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 — — 39,420,993 $ 1.83 Exercised/Released (521,185) $ 0.99 $ 57 (5,354,616) $ 2.72 Cancelled/Forfeited (6,116,595) $ 2.07 (3,414,923) $ 3.15 Outstanding as of September 30, 2023 96,919,467 $ 2.99 6.17 $ 360 46,702,248 $ 2.11 Vested and/or exercisable as of September 30, 2023 79,631,937 $ 2.43 5.89 $ 360 — $ — 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 and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of revenues $ 213 $ 83 $ 512 $ 309 Sales and marketing 1,814 300 4,089 2,826 Product and technology 53 1,413 2,276 3,176 General and administrative 11,126 8,535 28,445 55,308 Total share-based compensation expense $ 13,206 $ 10,331 $ 35,322 $ 61,619

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 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 Nine Months Ended 2023 2022 2023 2022 Numerator Net loss $ (25,371) $ (27,460) $ (96,023) $ (95,280) Less: Net loss attributable to noncontrolling interests in subsidiaries (920) (103) (1,770) (697) Net loss available to common stockholders $ (24,451) $ (27,357) $ (94,253) $ (94,583) Denominator Weighted-average common shares outstanding, basic and diluted 351,519,172 349,615,224 352,845,500 347,232,210 Net loss per share attributable to common stockholders, basic and diluted $ (0.07) $ (0.08) $ (0.27) $ (0.27)
Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share	The Company excluded the following potential common share 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 Nine Months Ended 2023 2022 2023 2022 Stock options and restricted stock units 4,096,122 42,122,506 16,051,839 40,592,631 Redeemable convertible preferred stock 5,000,000 5,000,000 5,000,000 5,000,000 Contingently issuable shares — — — 157,372 Total 9,096,122 47,122,506 21,051,839 45,750,003

Nature of Business and Signif_4

Nature of Business and Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Allowance for Doubtful Accounts
Allowance for doubtful accounts – beginning balance	$ 8,145	$ 7,812	$ 7,197	$ 6,212
Provision for doubtful accounts	724	755	2,811	2,468
Amounts written off and other adjustments	(81)	(1,727)	(1,220)	(1,840)
Allowance for doubtful accounts – ending balance	$ 8,788	$ 6,840	$ 8,788	$ 6,840

Nature of Business and Signif_5

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 500	$ 1,100	$ 1,353	$ 3,285
Accrued liabilities and other liabilities	77,560		77,560		$ 81,627
Deferred revenue	6,029		6,029		$ 9,032
Revenue recognized that was previously in deferred revenue	500
Revenue recognized			$ 3,300
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
Related Party
Disaggregation of Revenue [Line Items]
Accrued liabilities and other liabilities	$ 17,400		$ 17,400
Cost of revenues
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities		400		1,300
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities		$ 700		$ 2,000

Nature of Business and Signif_6

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 5.4		$ 5.4		$ 4.4
Performance-based revenue recognized	1.1	$ 1.4	3.4	$ 5.8
Revenue recognized related to services provided in prior period	0.1		0.7
Performance-based revenue recognized but not yet settled with customers	$ 4.6	$ 6.5	$ 4.6	$ 6.5
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_7

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Narrative) (Details) $ in Millions	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 81.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	84%
Unsatisfied performance obligations expected recognition period	24 months

Nature of Business and Signif_8

Nature of Business and Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total Revenue	$ 113,327	$ 114,619	$ 339,975	$ 319,153
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	60,216	65,223	194,460	184,882
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	32,978	28,712	91,143	79,831
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 20,133	$ 20,684	$ 54,372	$ 54,440

Nature of Business and Signif_9

Nature of Business and Significant Accounting Policies - Schedule of Other Income (Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 520	$ (2,121)	$ 1,428	$ 9,131
Re-measurement of warrant liabilities	2,784	(856)	1,918	6,634
Other	(18)	595	(2,261)	1,525
Total other income (expense)	$ 3,286	$ (2,382)	$ 1,085	$ 17,290

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value (Details) - Recurring $ in Thousands	Sep. 30, 2023 USD ($)
Cash equivalents
Total cash equivalents at fair value	$ 111,216
Liabilities
Warrant liabilities	523
Contingent consideration – other liabilities	451
Total liabilities at fair value	974
Money market funds
Cash equivalents
Total cash equivalents at fair value	111,216
Level 1
Cash equivalents
Total cash equivalents at fair value	111,216
Liabilities
Warrant liabilities	523
Contingent consideration – other liabilities	0
Total liabilities at fair value	523
Level 1 | Money market funds
Cash equivalents
Total cash equivalents at fair value	111,216
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	451
Total liabilities at fair value	451
Level 3 | Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - Warrants	Sep. 30, 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	9 Months Ended
	Sep. 30, 2023 USD ($)
Changes in liability
Beginning balance	$ 1,879
Re-measurement of contingent consideration	(1,428)
Ending balance	$ 451

Balance Sheet Components (Detai

Balance Sheet Components (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 16,268	$ 18,526
Accrued compensation	11,449	23,762
Accrued media costs	3,483	4,515
Accrued taxes	1,634	1,602
Operating lease liabilities, current	2,043	2,941
Contract liabilities due to a related party, current	17,353	10,000
Accrued expenses due to a related party	23,941	18,011
Accrued other	1,389	2,270
Total accrued expenses and other current liabilities	$ 77,560	$ 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	Sep. 30, 2023	Dec. 31, 2022
Definite-lived, intangible assets
Cost	$ 324,924
Accumulated Amortization	(186,708)
Net	138,216
Intangible assets not subject to amortization
Intangible assets not subject to amortization	8,602
Total intangible assets
Total intangible assets, cost	333,526
Total intangible assets, accumulated amortization	(186,708)
Total intangible assets, net	146,818	$ 163,114
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	3,572
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	65,793
Accumulated Amortization	(26,366)
Net	$ 39,427
Weighted Average Remaining Life	8 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (26,366)
Indefinite-lived, trade names
Definite-lived, intangible assets
Cost	3,549
Accumulated Amortization	(1,868)
Net	$ 1,681
Weighted Average Remaining Life	7 years 10 months 24 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (1,868)
Customer relationships
Definite-lived, intangible assets
Cost	77,849
Accumulated Amortization	(38,112)
Net	$ 39,737
Weighted Average Remaining Life	9 years
Total intangible assets
Total intangible assets, accumulated amortization	$ (38,112)
Internal-use software
Definite-lived, intangible assets
Cost	177,733
Accumulated Amortization	(120,362)
Net	$ 57,371
Weighted Average Remaining Life	2 years
Total intangible assets
Total intangible assets, accumulated amortization	$ (120,362)

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 191,817
Foreign currency translation adjustment	(114)
Ending balance	$ 191,703

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Percentage of fair value in excess of book value	10%		10%
Basis point increase in weighted average cost of capital	10,000%		10,000%
Basis point decrease in annual forecasted revenues	10,000%		10,000%
Percentage of decline in fair value, in event increase in weighted average capital	3%		3%
Percentage of decline in fair value, in event of decrease in annual forecasted revenue	7%		7%
Amortization expense for intangible assets	$ 13.9	$ 11.2	$ 41.4	$ 30.5

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Estimated future amortization expense:
Remainder of 2023	$ 13,393
2024	45,302
2025	29,349
2026	16,048
2027	10,816
Thereafter	23,308
Net	$ 138,216

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 43	$ 627	$ (53)	$ 265

Common Stock and Stockholders_3

Common Stock and Stockholders' Equity - Narrative (Details) $ in Millions		3 Months Ended		9 Months Ended
	May 31, 2023 installment	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)
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 | $		$ 0.2	$ 0.4	$ 1.3	$ 1.3
RSUs
Class of Stock [Line Items]
Share-based compensation arrangement by share-based payment award, voluntarily elected to forgo, cash base salary, percentage	0.25
Share-based compensation arrangement by share-based payment award, voluntarily elected to forgo, cash base salary	12 months
Number of quarterly installments | installment	4
Unvested liability | $		$ 0.4		$ 0.4
Contractual and Earnout Arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)		5,182,109		5,182,109
Warrants reserved for future issuance (in shares)		8,194,627		8,194,627
Warrants earned but not issued (in shares)		107,476		107,476
Liability Warrants
Class of Stock [Line Items]
Warrants expiration period (in years)		7 years		7 years
Equity Warrants
Class of Stock [Line Items]
Warrants expiration period (in years)		7 years		7 years
Warrants vesting period (in years)				3 years

Common Stock and Stockholders_4

Common Stock and Stockholders' Equity - Schedule of Warrants Issued and Outstanding (Details)	Sep. 30, 2023 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	1,171,652,000
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) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Options Outstanding - Number of Options
Outstanding, beginning (in shares) | shares	103,557,247
Granted (in shares) | shares	0
Exercised/released (in shares) | shares	(521,185)
Cancelled/forfeited (in shares) | shares	(6,116,595)
Outstanding, ending (in shares) | shares	96,919,467	103,557,247
Vested and/or exercisable (in shares) | shares	79,631,937	75,439,358
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share) | $ / shares	$ 2.88
Granted (in USD per share) | $ / shares	0
Exercised/released (in USD per share) | $ / shares	0.99
Cancelled/forfeited (in USD per share) | $ / shares	2.07
Outstanding, ending (in USD per share) | $ / shares	2.99	$ 2.88
Vested and/or exercisable (in USD per share) | $ / shares	$ 2.43	$ 1.96
Options, Additional Disclosures
Outstanding, weighted average remaining contractual term	6 years 2 months 1 day	6 years 10 months 17 days
Vested and/or exercisable, weighted average remaining contractual term	5 years 10 months 20 days	6 years 6 months
Outstanding, aggregate intrinsic value | $	$ 360	$ 25,753
Exercised, aggregate intrinsic value | $	57
Vested and/or exercisable, aggregate intrinsic value | $	$ 360	$ 22,030

Common Stock and Stockholders_6

Common Stock and Stockholders' Equity - Schedule of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	16,050,794
Granted (in shares)	39,420,993
Exercised/released (in shares)	(5,354,616)
Cancelled/forfeited (in shares)	(3,414,923)
Outstanding, ending (in shares)	46,702,248
Vested and/or 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)	1.83
Exercised/released (in USD per share)	2.72
Cancelled/forfeited (in USD per share)	3.15
Outstanding, ending (in USD per share)	2.11
Vested and/or 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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 13,206	$ 10,331	$ 35,322	$ 61,619
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	213	83	512	309
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,814	300	4,089	2,826
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	53	1,413	2,276	3,176
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 11,126	$ 8,535	$ 28,445	$ 55,308

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Other receivables	$ 1,915		$ 1,915		$ 4,114
Revenue	113,327	$ 114,619	339,975	$ 319,153
Short-term asset related to non-cash payment for upfront research and development costs	268,405		268,405		320,626
Accrued liabilities and other liabilities	77,560		77,560		81,627
Other long-term liabilities	8,209		8,209		16,723
Administration Fees and Stop Loss Coverage
Related Party Transaction [Line Items]
Expenses, related party transactions	0	500	0	1,500
Purchase Of Customer Goods And Services
Related Party Transaction [Line Items]
Expenses, related party transactions	8,400	5,700	24,800	5,700
Board of Directors Related Customer
Related Party Transaction [Line Items]
Other receivables	10,600		10,600		3,100
Revenue	4,700	4,900	14,200	15,300
Short-term asset related to non-cash payment for upfront research and development costs	1,200		1,200		4,800
Series A Preferred Stock Holder
Related Party Transaction [Line Items]
Other receivables	38,300		38,300		18,100
Revenue	8,900	5,700	31,800	5,700
Accrued liabilities and other liabilities	41,300		41,300		28,000
Other long-term liabilities	0		0		6,900
Current contract assets	1,700		1,700		1,700
Long-term asset related to non-cash payment for upfront research and development costs	4,600		4,600		5,800
Share-based compensation	400	200	1,200	200
Intangible asset recognized	6,500		6,500		7,900
Director Affiliated Customer
Related Party Transaction [Line Items]
Other receivables	1,000		1,000
Revenue	1,000		2,800
Sul América | Customer
Related Party Transaction [Line Items]
Other receivables	0		0		$ 1,400
Revenue	$ 400	$ 2,000	$ 3,000	$ 7,100
Sharecare Brasil Servicios de Consultoria, Ltda | Sul América
Related Party Transaction [Line Items]
Noncontrolling interest	49%		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						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator
Net loss	$ (25,371)			$ (27,460)			$ (96,023)	$ (95,280)
Less: Net loss attributable to noncontrolling interests in subsidiaries	(920)	$ (504)	$ (346)	(103)	$ (496)	$ (98)	(1,770)	(697)
Net loss available to common stockholders, basic	(24,451)			(27,357)			(94,253)	(94,583)
Net loss available to common stockholders, diluted	$ (24,451)			$ (27,357)			$ (94,253)	$ (94,583)
Denominator
Weighted-average common shares outstanding, basic (in shares)	351,519,172			349,615,224			352,845,500	347,232,210
Weighted-average common shares outstanding, diluted (in shares)	351,519,172			349,615,224			352,845,500	347,232,210
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.07)			$ (0.08)			$ (0.27)	$ (0.27)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.07)			$ (0.08)			$ (0.27)	$ (0.27)

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		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	9,096,122	47,122,506	21,051,839	45,750,003
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	4,096,122	42,122,506	16,051,839	40,592,631
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	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	0	0	157,372