0001816233-21-000005 | 10-Q | XBRL Viewer

^[1]

58,361

Issuance of redeemable noncontrolling interest for and stock for Visualize Health acquisitions

^[1]

61,000

^[1]

584,000

Change in fair value of redeemable noncontrolling interest in subsidiaries

^[1]

(960,000)

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

647,000

^[1]

32,000

^[1]

(1,754,000)

(1,014,000)

(740,000)

Ending balance at Mar. 31, 2020

^[1]

(11,633,000)

Other

^[1]

135,000

^[1]

(3,332,000)

$ 21,000

340,048,000

(2,216,000)

(343,728,000)

2,543,000

Ending balance (in shares) at Mar. 31, 2020

^[1]

211,109,767

Redeemable noncontrolling interest, beginning balance at Dec. 31, 2019

^[1]

Redeemable noncontrolling interest, ending balance at Sep. 30, 2020

^[1]

6,000,000

Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2019

^[1]

877,854

(877,854)

Redeemable convertible preferred stock, beginning balance at Dec. 31, 2019

^[1]

$ 0

$ 183,983,000

$ (183,983,000)

Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2020

^[1]

Redeemable convertible preferred stock, ending balance at Sep. 30, 2020

^[1]

$ 0

Beginning balance (in shares) at Dec. 31, 2019

^[1]

211,051,406

2,083,916

208,967,490

Beginning balance at Dec. 31, 2019

^[1]

9,556,000

(174,427,000)

183,983,000

$ 21,000

$ 2,000

$ 19,000

339,581,000

155,617,000

183,964,000

(1,202,000)

(332,095,000)

3,251,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss) attributable to noncontrolling interest in subsidiaries

(372,000)

(1,306,000)

Ending balance at Sep. 30, 2020

(31,352,000)

^[1]

(7,254,000)

$ 21,000

355,799,000

(1,588,000)

(363,445,000)

1,959,000

Ending balance (in shares) at Sep. 30, 2020

^[1]

216,159,219

Redeemable noncontrolling interest, beginning balance at Mar. 31, 2020

^[1]

6,000,000

Redeemable noncontrolling interest, ending balance at Jun. 30, 2020

^[1]

6,000,000

Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2020

^[1]

Redeemable convertible preferred stock, beginning balance at Mar. 31, 2020

^[1]

$ 0

Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2020

^[1]

Redeemable convertible preferred stock, ending balance at Jun. 30, 2020

^[1]

$ 0

Beginning balance (in shares) at Mar. 31, 2020

^[1]

211,109,767

Beginning balance at Mar. 31, 2020

^[1]

(3,332,000)

$ 21,000

340,048,000

(2,216,000)

(343,728,000)

2,543,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[1]

66,769

^[1]

70,000

^[1]

3,386,990

^[1]

7,547,000

$ 0

7,547,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

5,166,000

^[1]

(300,000)

^[1]

(34,000)

64,000

(98,000)

Ending balance at Jun. 30, 2020

^[1]

(13,409,000)

^[1]

(4,292,000)

$ 21,000

352,831,000

(2,152,000)

(357,137,000)

2,145,000

Ending balance (in shares) at Jun. 30, 2020

^[1]

214,563,526

Redeemable noncontrolling interest, ending balance at Sep. 30, 2020

^[1]

6,000,000

Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2020

^[1]

Redeemable convertible preferred stock, ending balance at Sep. 30, 2020

^[1]

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[1]

170,522

^[1]

143,000

Issuance of warrants

^[1]

35,000

^[1]

1,425,171

^[1]

2,160,000

$ 0

2,160,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

630,000

^[1]

(104,000)

^[1]

482,000

564,000

(82,000)

Ending balance at Sep. 30, 2020

^[1]

(6,308,000)

^[1]

(7,254,000)

$ 21,000

355,799,000

(1,588,000)

(363,445,000)

1,959,000

Ending balance (in shares) at Sep. 30, 2020

^[1]

216,159,219

Redeemable noncontrolling interest, beginning balance at Dec. 31, 2020

^[1]

4,000,000

Redeemable noncontrolling interest, ending balance at Mar. 31, 2021

^[1]

4,000,000

Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2020

^[1]

896,533

(896,533)

Redeemable convertible preferred stock, beginning balance at Dec. 31, 2020

$ 0

^[2]

$ 0

^[1]

$ 190,875,000

^[1]

$ (190,875,000)

^[1]

Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2021

^[1]

Redeemable convertible preferred stock, ending balance at Mar. 31, 2021

^[1]

$ 0

Beginning balance (in shares) at Dec. 31, 2020

217,106,957

^[1]

2,150,217

^[1]

214,956,740

^[1]

Beginning balance at Dec. 31, 2020

$ (13,456,000)

^[2]

(204,331,000)

^[1]

190,875,000

^[1]

$ 22,000

^[1]

$ 2,000

^[1]

$ 20,000

^[1]

377,134,000

^[1]

186,279,000

^[1]

190,855,000

^[1]

(702,000)

^[1]

(702,000)

^[1]

(392,113,000)

^[1]

(392,113,000)

^[1]

2,203,000

^[1]

2,203,000

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[1]

1,425,100

Conversion of convertible securities (in shares)

^[1]

1,375,000

Issuance of warrants

^[1]

39,000

^[1]

672,324

Conversion of convertible securities

^[1]

645,000

$ 0

645,000

^[1]

8,435,301

^[1]

81,293,000

$ 1,000

81,292,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

12,026,000

^[1]

(106,000)

(18,000)

(88,000)

^[1]

(960,000)

(791,000)

(169,000)

Ending balance at Mar. 31, 2021

^[1]

(31,846,000)

Other

^[1]

(988,000)

^[1]

48,022,000

$ 23,000

471,523,000

(1,511,000)

(423,959,000)

1,946,000

Ending balance (in shares) at Mar. 31, 2021

^[1]

227,639,682

Redeemable noncontrolling interest, beginning balance at Dec. 31, 2020

^[1]

4,000,000

Redeemable noncontrolling interest, ending balance at Sep. 30, 2021

^[1]

Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2020

^[1]

896,533

(896,533)

Redeemable convertible preferred stock, beginning balance at Dec. 31, 2020

^[2]

$ 0

^[1]

$ 190,875,000

^[1]

$ (190,875,000)

^[1]

Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2021

^[1]

5,000,000

Redeemable convertible preferred stock, ending balance at Sep. 30, 2021

$ 58,205,000

^[2]

$ 58,205,000

^[1]

Beginning balance (in shares) at Dec. 31, 2020

217,106,957

^[1]

2,150,217

^[1]

214,956,740

^[1]

Beginning balance at Dec. 31, 2020

$ (13,456,000)

^[2]

$ (204,331,000)

^[1]

$ 190,875,000

^[1]

$ 22,000

^[1]

$ 2,000

^[1]

$ 20,000

^[1]

377,134,000

^[1]

$ 186,279,000

^[1]

$ 190,855,000

^[1]

(702,000)

^[1]

$ (702,000)

^[1]

$ 0

^[1]

(392,113,000)

^[1]

$ (392,113,000)

^[1]

$ 0

^[1]

2,203,000

^[1]

$ 2,203,000

^[1]

$ 0

^[1]

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income (loss) attributable to noncontrolling interest in subsidiaries

3,066,506

$ (31,000)

(1,112,000)

Ending balance at Sep. 30, 2021

(95,209,000)

$ 550,311,000

^[2]

$ 34,000

^[1]

1,037,377,000

^[1]

(1,728,000)

^[1]

(487,322,000)

^[1]

1,950,000

^[1]

Ending balance (in shares) at Sep. 30, 2021

339,034,410

^[1]

Redeemable noncontrolling interest, beginning balance at Mar. 31, 2021

^[1]

$ 4,000,000

Redeemable Noncontrolling Interest

Dissolution of redeemable noncontrolling interest for Visualize Health

^[1]

(4,000,000)

Redeemable noncontrolling interest, ending balance at Jun. 30, 2021

^[1]

Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2021

^[1]

Redeemable convertible preferred stock, beginning balance at Mar. 31, 2021

^[1]

$ 0

Redeemable Convertible Preferred Stock

Issuance of Series D stock (in shares)

^[1]

4,453,659

Issuance of Series D stock

^[1]

$ 51,754,000

Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2021

^[1]

4,453,659

Redeemable convertible preferred stock, ending balance at Jun. 30, 2021

^[1]

$ 51,754,000

Beginning balance (in shares) at Mar. 31, 2021

^[1]

227,639,682

Beginning balance at Mar. 31, 2021

^[1]

48,022,000

$ 23,000

471,523,000

(1,511,000)

(423,959,000)

1,946,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[1]

233,372

Conversion of convertible securities (in shares)

^[1]

255,000

^[1]

53,658

Conversion of convertible securities

^[1]

75,000

$ 0

75,000

^[1]

1,078,213

^[1]

Dissolution of redeemable NCI for Visualize Health (in shares)

^[1]

2,360,000

^[1]

895,435

Dissolution of redeemable noncontrolling interest for Visualize Health

^[1]

4,000,000

4,136,000

(136,000)

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

24,000

^[1]

589,000

354,000

235,000

Ending balance at Jun. 30, 2021

^[1]

(20,248,000)

^[1]

$ 35,077,000

$ 23,000

478,349,000

(1,157,000)

(444,207,000)

2,069,000

Ending balance (in shares) at Jun. 30, 2021

^[1]

229,900,360

Ending balance (in shares) at Jul. 01, 2021

337,088,179

Redeemable noncontrolling interest, beginning balance at Jun. 30, 2021

^[1]

$ 0

Redeemable noncontrolling interest, ending balance at Sep. 30, 2021

^[1]

Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2021

^[1]

4,453,659

Redeemable convertible preferred stock, beginning balance at Jun. 30, 2021

^[1]

$ 51,754,000

Redeemable Convertible Preferred Stock

Issuance of Series D stock (in shares)

^[1]

546,341

Issuance of Series D stock

^[1]

$ 6,451,000

Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2021

^[1]

5,000,000

Redeemable convertible preferred stock, ending balance at Sep. 30, 2021

58,205,000

^[2]

$ 58,205,000

^[1]

Beginning balance (in shares) at Jun. 30, 2021

^[1]

229,900,360

Beginning balance at Jun. 30, 2021

^[1]

35,077,000

$ 23,000

478,349,000

(1,157,000)

(444,207,000)

2,069,000

Increase (Decrease) in Stockholders' Equity [Roll Forward]

^[1]

683,463

Issuance of stock for doc.ai antidilution provision (in shares)

^[1]

1,121,000

Issuance of warrants

^[1]

22,000

^[1]

1,052,398

Issuance of stock for doc.ai antidilution provision

^[1]

12,682,000

Conversion of convertible securities (in shares)

^[1]

37,695,910

10,921,334

Conversion of convertible securities

^[1]

$ 136,399,000

$ 10,761,000

$ 4,000

$ 1,000

$ 136,395,000

$ 10,760,000

^[1]

1,262,475

Business Combination and Private Placement financing, net of issuance costs (in shares)

^[1]

10,348,000

$ 0

10,348,000

^[1]

57,451,915

Business Combination and Private Placement financing, net of issuance costs

^[1]

376,576,000

$ 6,000

376,570,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

11,130,000

^[1]

51,000

^[1]

(741,000)

(571,000)

(170,000)

Ending balance at Sep. 30, 2021

^[1]

(43,115,000)

Other (in shares)

^[1]

66,555

Other

^[1]

$ 550,311,000

^[2]

$ 34,000

^[1]

$ 1,037,377,000

^[1]

$ (1,728,000)

^[1]

$ (487,322,000)

^[1]

$ 1,950,000

^[1]

Ending balance (in shares) at Sep. 30, 2021

339,034,410

^[1]

[1]	Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.
[2]	Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (95,240)	$ (31,724)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	22,601	19,103
Non-cash interest expense	4,434	17,364
Write-off of deferred financing fees and debt discount	12,063	0
Loss on extinguishment of debt	1,148	0
Amortization of contract liabilities	(4,204)	(4,258)
Accretion of contract liabilities	1,170	1,540
Loss from equity method investment	0	3,902
Change in fair value of warrant liability and contingent consideration	21,719	302
Share-based compensation	25,516	6,443
Deferred income taxes	(479)	(12)
Payment of PIK interest	(8,903)	0
Other	(122)	400
Changes in operating assets and liabilities:
Accounts receivable, net and other receivables	(11,198)	11,946
Prepaid expenses and other assets	(1,157)	(2,923)
Accounts payable and accrued expense	(8,654)	(4,921)
Deferred revenue	9,449	(7,853)
Net cash provided by (used in) used in operating activities	(31,857)	9,309
Cash flows from investing activities:
Acquisition of Visualize Health	0	(2,000)
Acquisition of Mindsciences	0	140
Acquisition of CareLinx	(54,774)	0
Acquisition of doc.ai	(16,784)	0
Purchases of property and equipment	(1,898)	(1,511)
Capitalized internal-use software costs	(23,989)	(11,809)
Net cash used in investing activities	(97,445)	(15,180)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	50,000	0
Proceeds from issuance of debt	20,000	38,000
Repayment of debt	(66,163)	(30,000)
Net proceeds from Reverse Recapitalization with Falcon Capital Acquisition Corp.	426,240	0
Proceeds from exercise of common stock options	3,473	274
Payments on capital lease obligations	(769)	(1,088)
Financing costs in conjunction with the issuance of debt	(1)	(1,095)
Net cash provided by financing activities	432,780	6,091
Effect of exchange rates on cash and cash equivalents	(166)	(714)
Net increase (decrease) in cash and cash equivalents	303,312	(494)
Cash and cash equivalents at beginning of period	22,603	23,678
Cash and cash equivalents at end of period	325,915	23,184
Supplemental disclosure of cash flow information:
Cash paid for interest	19,496	7,394
Cash paid for income taxes	$ 45	$ 126

Nature of Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

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 care, and more. Additionally, Sharecare, through its subsidiary Sharecare Health Data Services, LLC (“HDS”), provides secure, automated release of information, audit and business consulting services to streamline the medical records process for medical facilities.

SPAC Transaction

On July 1, 2021, Falcon Capital Acquisition Corp., the Company’s predecessor and a Delaware corporation (“FCAC”), consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated February 12, 2021 (the “Merger Agreement”), with Sharecare, Inc., a Delaware corporation (“Legacy Sharecare”), FCAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FCAC (“Merger Sub”), and the stockholder representative. Immediately upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Transactions”, and such completion, the “Closing”), Merger Sub merged with and into Legacy Sharecare with Legacy Sharecare surviving the merger as a wholly-owned subsidiary of the Company (as successor to FCAC). In addition, in connection with the consummation of the Business Combination, the Company changed its name to “Sharecare, Inc.” and Legacy Sharecare changed its name to “Sharecare Operating Company, Inc.”

Pursuant to the Merger Agreement, FCAC acquired all of the outstanding equity interests of Legacy Sharecare in a transaction valued at approximately $3.82 billion. At Closing, Legacy Sharecare stockholders received an aggregate of 271,051,959 shares of the Company’s common stock, par value $0.0001 per share (the “common stock”) and approximately $91.7 million in cash consideration paid on a pro rata basis with respect to Cash Electing Shares (as defined in the Merger Agreement). As a result of the Business Combination, the Company received gross proceeds of over $571 million, prior to transaction expenses and payment of cash consideration. The Business Combination is further described in Note 2.

During July 2021, the Company settled substantially all of its existing indebtedness, totaling $178.4 million pursuant to the terms of the Merger Agreement. The Company still maintains a senior secured revolving credit facility (the “Revolving Facility”) pursuant to the Senior Secured Credit Agreement (as defined herein).

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. 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”).

Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Sharecare was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FCAC was treated as the “acquired” company and Legacy Sharecare is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The net assets of FCAC are stated at historical cost, with no goodwill or other intangible assets recorded.

Legacy Sharecare was determined to be the accounting acquirer based on the following predominant factors:

•Legacy Sharecare’s existing stockholders have the greatest voting interest in the Company;

•The largest individual minority stockholder in the Company was a stockholder of Legacy Sharecare;

•Legacy Sharecare’s directors represent the majority of the new board of directors of the Company;

•Legacy Sharecare’s senior management is the senior management of the Company; and

•Legacy Sharecare is the larger entity based on historical revenue and has the larger employee base.

The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Sharecare. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 71.26 (the “Exchange Ratio”) established in the Business Combination.

Consolidation Policy

The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries: Sharecare Operating Company, Inc., Lucid Global, Inc.; Healthways SC LLC; Sharecare Health Data Services, Inc.; HDS; Visualize Health, LLC; MindSciences, Inc.; SC-WHAI, LLC; Sharecare GMBH, a German-based subsidiary; Sharecare Digital Health International Limited; Sharecare SAS, a French-based subsidiary; Sharecare Services GMBH; Sharecare Australia Pty Limited, an Australian-based subsidiary; and Sharecare NZ Limited, a New Zealand-based subsidiary; doc.ai, Inc.; CareLinx Inc.; as well as Sharecare Brasil Servicos de Consultoria Ltda, a Brazil-based subsidiary in which Sharecare has a controlling interest. The Company entered into a joint venture with HInsight-Customer Care Holdings (HCA) — both the Company and HCA have an ownership in HICCH-SCL, LLC.

All intercompany balances and transactions have been eliminated in consolidation.

Segment Information

The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company.

Unaudited Interim Financial Information

The accompanying interim Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for each of the three month periods within the nine month periods ended September 30, 2021 and 2020, and Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 are unaudited. These 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, 2021 and December 31, 2020, the Company’s consolidated results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 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, 2020.

Reclassifications

Certain prior period amounts previously recorded to long term debt have been reclassified to other long-term liabilities and accrued expenses in order to conform to the current period presentation. Additionally, certain prior period amounts on the Consolidated Statement of Cash Flows previously reported in other have been reclassified to the change in fair value of warrant liability and continent consideration line item in order to conform to the current period presentation. These reclassifications had no effect on the previously reported results of operations.

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, the useful lives of intangible assets and property and equipment, the valuation of common stock prior to the business combination, stock-based compensation, 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.

Business Combinations

The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations. The Company measures the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity instruments issued by the acquirer. Transaction costs directly attributable to the acquisition are expensed as incurred. The Company records goodwill for the excess of (i) the total costs of acquisition and fair value of any noncontrolling interests over (ii) the fair value of the identifiable net assets of the acquired business.

Contract Liabilities

In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing off-market values associated with: (i) certain office lease agreements (amortization will continue through 2024) and (ii) certain wellness program royalty agreements (amortization will continue through 2023). Amortization expense associated with these contract liabilities for the three months ended September 30, 2021 and 2020, was $1.4 million and $1.4 million, respectively, of which $0.4 million and $0.4 million was included within cost of revenues and $1.0 million and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Amortization expense associated with these contract liabilities for the nine months ended September 30, 2021 and 2020 was $4.2 million and $4.3 million, respectively, of which $1.3 million and $1.3 million was included within cost of revenues and $2.9 million and $3.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively.

Deferred Revenue

The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue.

Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of September 30, 2021 and December 31, 2020, such fees were $21.0 million and $9.9 million, respectively. The Company recognized $1.2 million of revenue during the three months ended September 30, 2021 that was

included in deferred revenue at December 31, 2020. The Company recognized $7.4 million of revenue during the nine months ended September 30, 2021 that was included in deferred revenue at December 31, 2020.

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 an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data in order 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 the Company is not currently meeting the relevant performance targets. As of September 30, 2021 and December 31, 2020, such fees included within deferred revenue were $3.8 million and $5.9 million, respectively.

In the event performance levels 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 to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $2.7 million and $2.8 million of revenues recognized during the three months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the three months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $1.3 million and $1.9 million, respectively. During the three months ended September 30, 2021, $0.8 million was recognized in revenue that related to services provided prior to December 31, 2020.

Approximately $8.0 million and $7.5 million of revenues recognized during the nine months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the nine months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.0 million and $6.3 million, respectively. During the nine months ended September 30, 2021, $3.4 million was recognized in revenue that related to services provided prior to December 31, 2020.

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, 2021, 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 $136.9 million. As of September 30, 2021, the Company expects to recognize revenue on approximately 37% 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 September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Enterprise	$	62,838	$	46,032	$	176,387	$	142,448
Provider	24,110		19,150		66,266		59,485
Consumer	18,670		15,054		51,033		38,459
Total Revenue	$	105,618	$	80,236	$	293,686	$	240,392

Other Expenses

For the three and nine months ended September 30, 2021 and 2020, other expenses (income) consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Re-measurement of contingent consideration	$	(4,976)	$	134	$	10,523	$	406
Re-measurement of warrant liabilities	5,039		(104)		11,196		(104)
Other	23		(71)		(904)		(32)
Total other (income) expenses	$	86	$	(41)	$	20,815	$	270

Accounting Standards Not Yet Adopted

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.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842). Lessees will need to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. The standard will be effective beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements.

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”), intended to improve the timing, and enhance the accounting and disclosure, of credit losses on financial assets. This update modified the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities, reinsurance recoverables, and accounts receivables and could result in the creation of an allowance for credit losses as a contra asset account. The ASU requires a cumulative-effect change to retained earnings in the period of adoption and prospective changes on previously recorded impairments, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022. Although the Company does not expect that adoption will have a significant impact on its consolidated financial statements, it will continue to analyze the impact of the adoption of this standard.

Business Combination

9 Months Ended

Sep. 30, 2021

Reverse Recapitalization [Abstract]

Business Combination

As discussed in Note 1, on June 29, 2021, FCAC held a special meeting of stockholders (the “Special Meeting”) at which the FCAC stockholders considered and adopted, among other matters, the Merger Agreement. On July 1, 2021, the parties to the Merger Agreement consummated the Transactions, with Legacy Sharecare surviving the merger as a wholly owned subsidiary of the Company.

Shares of Legacy Sharecare common stock issued and outstanding were canceled and converted into the right to receive 71.26 shares of common stock. Unless otherwise stated, the Exchange Ratio has been applied to the number of shares and share prices of Legacy Sharecare throughout these consolidated financial statements.

Prior to the Special Meeting, holders of 19,864,030 shares of FCAC’s Class A common stock sold in FCAC’s initial public offering exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate redemption price of approximately $198.64 million. Immediately after giving effect to the Business Combination

(including as a result of the redemptions described above), there were 333,875,179 issued and outstanding shares of the Company’s common stock (excluding the Earnout Shares (as defined herein)). In addition, at the closing of the Business Combination, the Company issued 5,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) upon conversion of the shares of Series D redeemable convertible preferred stock (the “Series D Preferred Stock”) held by one investor in accordance with the terms of the Merger Agreement.

Pursuant to the Merger Agreement, 1,713,000 shares of common stock are held in escrow and shall be released to the sponsor of FCAC (the “Sponsor Earnout Shares”). In addition, 1,500,000 shares of common stock are held in escrow and shall be released to Legacy Sharecare stockholders and option holders (the “Sharecare Earnout Shares” and, together with the Sponsor Earnout Shares, the “Earnout Shares”). The Earnout Shares are subject to release upon achieving certain triggering events as defined in the Merger Agreement. The earnout conditions have not been satisfied as of September 30, 2021. The Earnout Shares allocated to Legacy Sharecare shareholders are accounted for as liability classified level 3 financial instruments that are marked-to-market each reporting period (see Note 3). The Earnout Shares allocated to the Legacy Sharecare option holders are classified as equity instruments and accounted for under ASC 718.

The Business Combination was accounted for as a Reverse Recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, FCAC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The cash of $146.4 million, which included cash previously held in the FCAC trust (net of redemptions), and working capital accounts of FCAC were recorded at historical cost, which approximates fair value. The Company also assumed the Private Warrants and Public Warrants (each as defined herein) from FCAC, which were recorded based on the acquisition date fair value (see Note 3). Cash paid for issuance costs and advisory fees were approximately $54.0 million. Additionally, in connection with the Business Combination, the Company made one-time bonus payments of $11.6 million to certain executives which has been recorded in General and Administrative expense, and resulted in a reduction in operating cash flows.

Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 615,000,000 shares, of which 600,000,000 shares are designated as common stock, par value of $0.0001 per share, and 15,000,000 shares are designated as preferred stock, par value of $0.0001 per share, including 5,000,000 shares of Series A Preferred Stock.

In connection with the Business Combination, FCAC entered into subscription agreements, each dated as of February 12, 2021, with certain investors (the “Investors”), pursuant to which, among other things, FCAC issued and sold, in private placements, an aggregate of 42,560,000 shares of FCAC Class A common stock for $10.00 per share (the “Private Placement”). The Private Placement closed immediately prior to the Business Combination. The shares of FCAC Class A common stock issued to the Investors became shares of the Company’s common stock upon consummation of the Business Combination.

The following table reconciles the elements of the Business Combination to the net proceeds from Reverse Recapitalization with FCAC, as set forth in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 (in thousands):


	Recapitalization
Cash received from Private Placement financing	$	425,600
Cash paid to Legacy Sharecare stockholders	(91,698)
Cash received from FCAC trust and cash on hand, net of redemptions	146,363
Cash paid for issuance costs and advisory fees	(54,025)
Net proceeds from Reverse Recapitalization with FCAC	$	426,240

The following table reconciles the number of shares of common stock of FCAC to common stock of the Company immediately following the consummation of the Business Combination, as reflected on the Consolidated Statement of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) as of September 30, 2021 (share numbers are not in thousands):


			Recapitalization
Common stock, outstanding prior to Business Combination			34,500,000
FCAC Sponsor shares			5,627,250
Earnout Shares			3,213,000
Common stock of FCAC			43,340,250
Less: redemption of FCAC shares			(19,864,030)
Shares issued in Private Placement financing			42,560,000
Legacy Sharecare shares converted to common stock			271,051,959
Total shares of common stock immediately after Business Combination			337,088,179

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, and accrued liabilities. Cash equivalents are 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 receipt or payment date. The warrant liabilities and contingent consideration relate to previous acquisitions and the Business Combination and are recorded at fair value.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of (in thousands):


	September 30, 2021
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	11,440	$	—	$	—	$	11,440
Total cash equivalents	$	11,440	$	—	$	—	$	11,440

Liabilities
Warrant liabilities – public	$	22,885	$	—	$	—	$	22,885
Warrant liabilities – private	—		—		11,807		11,807
Contingent consideration – other liabilities	—		—		38,462		38,462
Liabilities	$	22,885	$	—	$	50,269	$	73,154

The warrants included in the units issued in FCAC’s initial public offering, each of which is exercisable for one share of common stock at an exercise price of $11.50 (the “Public Warrants”), were classified within Level 1 as they are publicly traded and had an observable market price in an active market. The warrants issued by FCAC simultaneously with its initial public offering in a private placement, each of which is exercisable for one share of common stock at an exercise price of $11.50 (the “Private Warrants”), and contingent consideration were classified within Level 3 as they were valued using certain unobservable inputs, such as expected volatility estimated based on the average historical stock price volatility of comparable companies. The fair values of the Private Warrants were estimated using the Black-Scholes model with inputs based on the Company’s stock price, the exercise price, expected volatility, and expected term. The fair value of the contingent consideration was estimated based on the Company’s stock price and number of shares expected to be issued from acquisitions in prior years. The fair value of the Earnout Shares allocated to Legacy Sharecare shareholders and FCAC Sponsors were included in contingent consideration and are estimated using a Monte Carlo simulation with inputs of 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 warrant liability balance classified as Level 3 for the periods presented (in thousands):


December 31, 2020	$	4,963
Re-measurement of warrants (other expense)	7,286
New private warrants assumed from Business Combination	10,319
Conversion of warrants to common stock	(10,761)
September 30, 2021	$	11,807

The following is a schedule of changes to the contingent consideration — other current liabilities for the periods presented (in thousands):


December 31, 2020	$	9,271
Contingent consideration from antidilution	10,305
Antidilution provision for Series D Preferred Stock	6,387
Settlement of contingent consideration for doc.ai acquisition	(12,682)
Conversion of Series D Preferred Stock to Series A Preferred Stock	(6,451)
Contingent consideration in connection with Business Combination	21,109
Re-measurement of contingent consideration	10,523
September 30, 2021	$	38,462

Included in the beginning balance as of December 31, 2020 are contingent consideration arrangements related to debt that were reclassified to contingent consideration - other liabilities in the current year as discussed in Note 1.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

9 Months Ended

Sep. 30, 2021

Balance Sheet Components

Accrued Expenses and Other Current Liabilities

As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Accrued expenses	$	20,784	$	16,243
Accrued compensation	13,447		14,728
Accrued media costs	3,816		5,279
Accrued taxes	1,379		771
Accrued other	2,402		4,648
Total accrued expenses and other current liabilities	$	41,828	$	41,669

Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

doc.ai

On February 22, 2021, the Company acquired all outstanding equity interests of doc.ai Incorporated. The total purchase price consideration in connection with the acquisition was $120.6 million, consisting of $29.0 million of cash, comprised of $15.0 million due upon closing and $14.0 million paid via a note payable, $10.3 million of contingent consideration (comprised of up to 1,145,790 shares of common stock and up to 485,922 stock options), and 9,039,117 shares of common stock and 2,444,361 stock options totaling $81.3 million. The preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands):


Cash and cash equivalents	$	12,217
Prepaid expenses	244
Other current assets	400
Developed technology	15,668
Customer relationships	17,389
Goodwill	83,319
Accounts payable and other accrued liabilities	(5,754)
Deferred revenue	(1,681)
Debt	(904)
Other long term liabilities	(302)
Total	$	120,596

The fair value assigned to the developed technology was determined using the relief from royalty method. The fair value of the customer relationships was determined primarily using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The Company incurred transaction related expenses of $0.8 million which were recorded under general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The Company also incurred compensation expenses of $8.8 million through the issuance of replacement stock options which were recorded under general and administrative expenses and product and technology expenses in the Consolidated Statement of Operations and Comprehensive Loss. The goodwill resulting from this acquisition is not tax deductible. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill also represents the future benefits as a result of the acquisition that will enhance the Company’s products available to both new and existing customers and increase the Company’s competitive position.

After the issuance of its financial statements for the quarter ended June 30, 2021, the Company received a revised valuation report from a third-party valuation firm. After considering the results of that valuation report, the Company has estimated that the fair value of the customer-related intangible assets acquired as part of the acquisition of doc.ai to be $17.4 million. As a result, the fair value of the customer-related intangible assets was decreased by $3.7 million on September 30, 2021, due to this new information, with a corresponding increase to goodwill.

The initial accounting for the business combination is incomplete. Specifically, the measurement of the fair value of assets and liabilities assumed and the assignment of the goodwill recognized to its related reporting unit are still in process. The Company will update subsequent financial statements with updates to its disclosures as additional progress is made to account for the transaction.

The results of operations of the acquired business have been included in the Company’s Consolidated Statements of Operations and Comprehensive Loss from the acquisition date. Revenue and net loss from the acquisition date through September 30, 2021 was approximately $11.7 million and $6.5 million, respectively.

CareLinx

On August 11, 2021, the Company acquired all outstanding equity interests of CareLinx Inc.. The total preliminary purchase price consideration in connection with the acquisition is $65.6 million, consisting of $55.2 million of cash and $10.4 million equity-based consideration, comprised of 1,262,475 shares of common stock and 295,758 stock options. The preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands):


Cash	$	445
Accounts receivable	4,660
Other receivables	59
Prepaid expenses	304
Other current assets	441
Intangible assets, net	30,700
Other long term assets	2,000
Goodwill	30,849
Accrued expenses	(1,330)
Contract liabilities - current	(45)
Non-current contract liabilities	(53)
Other long term liabilities	(2,460)
Total	$	65,570

The fair value assigned to the developed technology was determined using the relief from royalty method. The customer relationships were determined primarily using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The Company incurred transaction related expenses of $1.1 million which were recorded under general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The goodwill resulting from this acquisition is not tax deductible. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill also represents the future benefits as a result of the acquisition that will enhance the Company’s products available to both new and existing customers and increase the Company’s competitive position.

The initial accounting for the business combination is incomplete, with respect to acquired tangible and intangible assets and liabilities assumed as management continues to gather and evaluate information about circumstances that existed as of the acquisition date as well as the completing the assessment of the related income tax attributes of the transaction which are still in process. Additionally, the assignment of the goodwill recognized to its related reporting unit is still in process. The Company will update subsequent financial statements with updates to its disclosures as additional progress is made to account for the transaction.

The results of operations of the acquisition have been included in the Company’s Consolidated Statements of Operations and Comprehensive Loss from the acquisition date. Revenue and net loss since the acquisition date through September 30, 2021 was approximately $4.1 million and $1.0 million, respectively.

Based on the results of the Company’s evaluation of the acquired businesses (individually and in the aggregate), the pro forma impacts of the acquired businesses are not material.

Goodwill and Other Intangible Assets and Liabilities

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets and Liabilities

Intangible assets and the related accumulated amortization for each class of intangible assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	54,312	$	(23,211)	$	31,101	10.5
Trade name	6,392		(3,809)		2,583		7.8
Customer relationships	77,849		(25,923)		51,926		12.5
Internal-use software	120,156		(66,768)		53,388		2.3
Total definite-lived, intangible assets	$	258,709	$	(119,711)	$	138,998

Intangible assets not subject to amortization
Internal-use software projects in process	$	7,453	$	—	$	7,453
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	12,483	$	—	$	12,483
Total intangible assets	$	271,192	$	(119,711)	$	151,481


	December 31, 2020
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	38,803	$	(20,721)	$	18,082	7.7
Trade name	3,792		(3,739)		53		4.4
Customer relationships	47,160		(22,340)		24,820		7.5
Internal-use software	81,492		(52,299)		29,193		2.3
Total definite-lived, intangible assets	$	171,247	$	(99,099)	$	72,148

Intangible assets not subject to amortization
Internal-use software projects in process	$	1,069	$	—	$	1,069
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	6,099	$	—	$	6,099
Total intangible assets	$	177,346	$	(99,099)	$	78,247

The following tables set forth the changes in the carrying amount of the Company’s goodwill for periods presented (in thousands):


December 31, 2019	$	62,939
Additions	12,080
Foreign currency translation adjustment	717
December 31, 2020	75,736
Additions	114,168
Foreign currency translation adjustment	(202)
September 30, 2021	$	189,702

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 of each year, whenever events or circumstances indicate an impairment may have occurred, or when a change in the composition of reporting units occurs. The Company performs its annual tests using a discounted cash flow analysis. There have been no impairments of goodwill since the Company’s inception.

Amortization expense for the intangible assets of the Company during the three months ended September 30, 2021 and 2020 totaled $8.2 million and $5.4 million, respectively. Amortization expense for the intangible assets of the Company during the nine months ended September 30, 2021 and 2020 totaled $20.8 million and $17.1 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, 2021 (in thousands):


Year ending December 31:
Remainder of 2021	$	8,631
2022	29,066
2023	24,458
2024	15,585
2025	11,755
Thereafter	49,503
Total	$	138,998

Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt

Debt is comprised of the following as of the periods presented (in thousands):


Description	September 30, 2021		December 31, 2020
Senior Secured Credit Agreement, interest payable at either prime + 2.0% subject to a floor or LIBOR +2.75%, due February 2023 (inclusive of paid in kind interest; the related fees of $384 and $595 as of September 30, 2021 and December 31, 2020, respectively, are presented as other long term assets on the consolidated balance sheets)	$	243	$	13,059

Second Lien Credit Agreement, interest payable at 12.375%, due May 2023 ($40,000 principal amount), and paid in-kind interest of $0 and $1,374 as of September 30, 2021 and December 31, 2020, respectively.	—		39,920

Series B-3 Convertible Notes, interest payable at 10%, due August 2023, ($95,000 principal amount), and paid in-kind interest of $0 and $7,176 as of September 30, 2021 and December 31, 2020, respectively.	—		89,037

Series B-4 Convertible Notes, interest payable at 10%, due August 2023, ($25,000 principal amount), and paid in-kind interest of $0 and $1,549 as of September 30, 2021 and December 31, 2020, respectively.	—		24,884

Series B Convertible Notes, interest payable at 10%, due August 2023 ($5,000 principal amount), and paid in-kind interest of $0 and $371 as of September 30, 2021 and December 31, 2020, respectively.	—		4,924

Note payable	—		400



Total debt	243		172,224

Less current portion	—		(1,011)

Total long-term debt	$	243	$	171,213

The Company’s debt is stated at its carrying amount.

In July 2021, the Company settled substantially all of its existing indebtedness, totaling $178.4 million in connection with the consummation of the Business Combination and pursuant to the terms of the Merger Agreement. The Company’s Series B, Series B-3 and Series B-4 Convertible Notes were fully converted into 37,695,910 shares of common stock, adjusted by the Exchange Ratio of 71.26. The Company recognized a loss on conversion of debt of $12.1 million related to the write-off of the deferred beneficial conversion feature and warrant costs within interest expense in the Consolidated Statement of Operations. The Company also repaid in full and terminated its Second Lien Credit Agreement and recognized a loss on extinguishment of debt of $1.1 million related to unamortized discounts as separately disclosed within the Consolidated Statement of Operations.

In connection with the consummation of the Business Combination, Legacy Sharecare, certain subsidiaries of Legacy Sharecare (together with Legacy Sharecare, the “Borrowers”), the lenders named therein (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), entered into an Amendment Number Six to the Senior Secured Credit Agreement (the “Sixth Amendment”) to the credit agreement governing the Company’s Revolving Facility (the “Senior Secured Credit Agreement”). Pursuant to the Sixth Amendment, the Administrative Agent and Lenders provided certain consents with respect to the consummation of the Business Combination and related transactions and certain amendments were made to the terms of the Senior Secured Credit Agreement to reflect the Business Combination and related transactions. The Company and certain other subsidiaries of Legacy Sharecare executed joinders to become a party to the Senior Secured Credit Agreement as required by the Sixth Amendment in July 2021. As of September 30, 2021, $49.8 million was available for borrowing under the Revolving Facility.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As 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 Brazilian operations. For the three months ended September 30, 2021, the Company recognized income tax benefit of $0.5 million, primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to a recent acquisition. For the three months ended September 30, 2020, the Company recognized an income tax benefit of $0.5 million, primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to domestic acquisitions. Income tax benefit for the nine months ended September 30, 2021 was $0.5 million, compared to $0.7 million for the nine months ended September 30, 2020. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted and signed into law. The CARES Act includes a number of income tax changes, including, but not limited to, (i) permitting net operating loss carrybacks to offset 100% of taxable income for taxable years beginning before 2021, (ii) accelerating AMT tax refunds, (iii) temporarily increasing the allowable business interest deduction from 30% to 50% of adjusted taxable income, and (iv) providing a technical correction for depreciation as relates to qualified improvement property. The Company has evaluated the impact of the CARES Act and do not expect the CARES Act will result in a material impact.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

9 Months Ended

Sep. 30, 2021

Redeemable Convertible Preferred Stock

The following is a schedule of authorized, issued and outstanding shares and amounts of redeemable convertible preferred stock as of September 30, 2021 (in thousands, except share amounts):


Class of stock	Shares Authorized	Shares issued and outstanding	Net carrying value		Aggregate liquidation preference
Series A Preferred Stock	5,000,000	5,000,000	$	58,205	$	50,000

On April 7, 2021, the Company issued and sold 62,500 shares of Series D Preferred Stock (subject to the potential issuance of additional shares of Series D Preferred Stock pursuant to certain anti-dilution rights of the holders of the Series D Preferred Stock) for an aggregate cash purchase price of $50.0 million. The Company recorded the Series D Preferred Stock at fair value of $51.8 million and contingent consideration related to the anti-dilution provision of $6.4 million. The amount recorded in excess of cash received represents a non-cash payment for up front research and development costs of $8.2 million, which is recorded in prepaid assets and other long-term assets.

The Series D Preferred Stock had substantially similar terms as the Company’s other redeemable convertible preferred stock that was outstanding prior to the Business Combination, except that the Series D Preferred Stock had a liquidation preference over all other series of the Company’s redeemable convertible preferred stock and was not subject to certain mandatory conversion provisions applicable to the other series of the Company’s redeemable convertible preferred stock (including mandatory conversion in connection with the Business Combination). Upon consummation of the Business Combination, all of the outstanding shares of the Series D Preferred Stock were exchanged for 5,000,000 shares of Series A Preferred Stock (which exchange reflected the application of the anti-dilution rights noted above).

As a result of the Business Combination, all other redeemable convertible preferred stock outstanding prior to the Business Combination was converted into 63,885,490 shares of the Company’s common stock and retroactively adjusted for all periods presented using the Exchange Ratio of 71.26, with a one-to-one share conversion rate.

The Series A Preferred Stock is convertible one-to-one (subject to customary adjustments) into the Company’s common stock at any time by the holder. Beginning three years after the issuance date, the Company will be entitled to force the conversion of the Series A Preferred Stock into common stock if the closing price of the Company’s common stock exceeds 130% of the issue price for 20 out of 30 consecutive trading days. On the fifth anniversary of the issue date, the Company will be required to redeem any outstanding Series A Preferred Stock at the issue price. The Series A Preferred Stock will vote on an as-converted basis with all other shares of the Company’s common stock.

Classification of Redeemable Convertible Preferred Stock

The deemed liquidation preference provisions of the redeemable convertible preferred stock are considered contingent redemption provisions that are not solely within the Company’s control. Accordingly, the redeemable convertible preferred stock has been presented outside of permanent equity in the mezzanine section of the consolidated balance sheets. Because the occurrence of a deemed liquidation event is not currently probable, the carrying values of the convertible preferred stock are not being accreted to their redemption values. Subsequent adjustments to the carrying values to the convertible preferred stock would be made only when a deemed liquidation event becomes probable.

Common Stock and Stockholders’ Equity (Deficit)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Common Stock and Stockholders’ Equity (Deficit)

The Consolidated Statements of Equity (Deficit) reflect the Business Combination as of July 1, 2021. As Legacy Sharecare was deemed the accounting acquirer in the Business Combination with FCAC, all periods prior to the consummation date reflect the balances and activity of Legacy Sharecare. The balances as of December 31, 2020 and 2019 from the consolidated financial statements of Legacy Sharecare as of that date, share activity (redeemable convertible preferred stock, preferred stock, common stock, and additional paid in capital) and per share amounts were retroactively adjusted, where applicable, using the Exchange Ratio of 71.26. Other than the Series D Preferred Stock discussed in Note 9, all convertible redeemable preferred stock classified as mezzanine, was retroactively adjusted, converted into common stock, and reclassified to permanent as a result of the Business Combination (as described in note 9).

As of September 30, 2021, the Company was authorized to issue up to 600,000,000 shares of common stock.

During the three months ended September 30, 2021, 66,555 shares of common stock were issued to the former stockholders of entities acquired by the Company prior to the Business Combination.

Warrants

In connection with debt and equity financings and certain partnership arrangements, the Company may issue warrants. In connection with the consummation of the Business Combination, all vested and exercisable warrants issued by the Company, and outstanding immediately prior to the effective date of the Business Combination, were converted into 10,921,334 shares of common stock pursuant to the Merger Agreement. The number of shares issuable upon conversion of the warrants was determined based on the number of shares of capital stock issuable upon exercise of such warrants, on a net exercise basis, and using the Exchange Ratio of 71.26. Certain unvested warrants outstanding immediately prior to the Business Combination were not converted.

As of September 30, 2021, the following warrants on common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	890,732	$5.61
Liability - Private Warrants	5,933,334	$11.50
Liability - Public Warrants	11,500,000	$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 achievement of specified milestones (which, at the consummation of the Business Combination, became obligations of the Company). As of September 30, 2021, these agreements provide for the issuance of up to 4,460,896 shares of common stock and 10,237,857 warrants to purchase shares of common stock. With respect to these arrangements, there were $158 thousand of warrants earned but not issued during the three months ended September 30, 2021.

Share-based Payments

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the year ended September 30, 2021 is as follows (share numbers are not in thousands):


	Options Outstanding						Restricted Stock Units
	Number of Options (1)	Weighted- Average Exercise Price (1)		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2020	107,824,290	$	1.25	7.27	$	341,601	—
Granted	27,589,515	1.74					1,398,832	$	7.37
Exercised	(3,066,506)	1.24			12,446		—
Cancelled/Forfeited	(2,259,073)	2.00					—
Outstanding as of September 30, 2021	130,088,226	$	1.34	7.24	$	896,619	1,398,832	$	7.37
Vested and exercisable as of September 30, 2021	83,989,256	$	1.37	6.19	$	576,240
Vested and exercisable as of December 31, 2020	71,937,052	$	1.20	6.30	$	231,621

(1) Share and per share amounts prior to July 1, 2021 have been retroactively restated to reflect the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

The following table illustrates share-based compensation expense for employee and nonemployee options for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cost of revenues	$	26	$	2	$	54	$	16
Sales and marketing	331		95		1,188		288
Product and technology	945		54		10,945		162
General and administrative	9,828		479		13,329		5,977
Total share-based compensation	$	11,130	$	630	$	25,516	$	6,443

Included in the share-based compensation table above is $0.5 million of expense related to the Earnout Shares allocated to Legacy Sharecare option holders (see Note 2).

Sharecare, Inc. 2021 Omnibus Incentive Plan

In July 2021, the Board of Directors of the Company adopted the Sharecare, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon consummation of the Business Combination and succeeds the Company’s legacy equity incentive plans. Under the 2021 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. The Plan will be administered by an administrator who will determine the time or times at which an award vests or becomes exercisable and the terms and conditions on which a Stock Option or Stock Appreciation Rights “SAR” remains exercisable. Restricted stock units (“RSUs”) are also granted under the 2021 Plan. The 2021 Plan also permits the Company to grant stock-based awards with performance or market conditions.

Noncontrolling Interests	9 Months Ended
Noncontrolling Interests	Sep. 30, 2021
Noncontrolling Interest [Abstract]
Noncontrolling Interests	Noncontrolling Interests Equity Noncontrolling Interests In connection with the Company’s acquisition of Healthways in 2016, and prior to the Business Combination, the Company acquired a 51% controlling interest in Healthways Brasil Servicos de Consultoria Ltda. (“Healthways Brazil”). The Company consolidates its investment in Healthways Brazil and records the 49% interest as a noncontrolling interest as a component of equity. Redeemable Noncontrolling Interests In conjunction with the Visualize Health acquisition, the Company issued 1,068,900 shares of common stock of HDS-VH Holdings, Inc. to the sellers as part of purchase consideration which resulted in the sellers obtaining a noncontrolling interest. Additionally, the Company issued a put right which gives these shareholders the right to put the 1,068,900 shares back to Sharecare in the future, resulting in the redeemable non-controlling interests classification outside of permanent equity in the Company’s consolidated balance sheets. During the nine months ended September 30, 2021, HDS-VH Holdings, Inc. was dissolved and became Visualize Health, LLC, a wholly owned subsidiary of the Company. The outstanding shares of HDS-VH Holdings Inc. were exchanged at a one-to-one ratio for the Company’s common stock. As such, there were no redeemable noncontrolling interests as of September 30, 2021.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
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. The Company has recorded $2.0 million of estimated pre-acquisition contingent liabilities in connection with recent acquisitions along with a corresponding indemnification asset based on the terms and conditions of the purchase agreements. The Company is party to agreements and other legal matters in the ordinary course of business for which it is reasonably possible that contingent liabilities could arise ranging from $0 to $15 million, representing amounts in excess of amounts accrued as of September 30, 2021. Certain amounts would be subject to additional indemnifications from other parties. 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	9 Months Ended
Related-Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions As discussed in Note 7, the Company settled substantially all of its existing indebtedness in connection with the consummation of the Business Combination. Prior to the Business Combination, certain amounts of the Company’s long-term debt outstanding was due to related parties. As of September 30, 2021 and December 31, 2020, $0 and $75.7 million, respectively, of the Company’s Series B, B-3 and B-4 Convertible Notes were due to related parties. The Company’s largest customer was an investor in Series B-3 Convertible Notes which upon the Business Combination were converted to common stock and had a designated board representative prior to the Business Combination and accordingly is a related party. The Company recorded revenues of $11.7 million and $13.0 million for the three-months ended September 30, 2021 and 2020, respectively. The Company recorded revenues of $36.7 million and $43.2 million for the nine-months ended September 30, 2021 and 2020, respectively. In addition, accounts receivable due from the customer were $9.3 million and $9.5 million as of September 30, 2021 and December 31, 2020, respectively. The Company has the exclusive right to license the Dr. Dean Ornish Program for Reversing Heart DiseaseTM, a research-based lifestyle management program developed by Dr. Dean Ornish focusing on nutrition, activity, stress management, and love and support (the Ornish Program). A royalty agreement with Dr. Ornish, MD, an employee of the Company, guarantees the greater of $1.2 million or 15% of revenues of the Ornish Program on an annual basis. The royalty earned by the Ornish Program for three months ended September 30, 2021 and 2020 totaled $0.3 million for both respective periods. The royalty earned by the Ornish Program for nine months ended September 30, 2021 and 2020 totaled $0.9 million for both respective periods. Sul América Serviços de Saúde S.A. (Sul América), is a customer of and owns a 49% interest in Sharecare Brasil Servicios de Consultoria, Ltda. As of September 30, 2021 and December 31, 2020, $2.2 million and $2.2 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three-month period ended September 30, 2021 and 2020 totaled $3.0 million for both respective periods. Revenues recognized for the nine-month period ended September 30, 2021 and 2020 totaled $9.1 million and $9.8 million, respectively. The Company has a related party that performs sales and sales support services including the collection of outstanding accounts receivable for transactions processed on the Company’s behalf. As of September 30, 2021 and December 31, 2020, $0 and $0.6 million, respectively, in accounts receivables were outstanding from this related party. Revenues recognized for the three months ended September 30, 2021 and 2020 totaled $0 and $0.6 million, respectively. The Company paid $0 and $64.9 thousand for the three months ended September 30, 2021 and 2020, respectively, in connection with these services. Revenues recognized for the nine months ended September 30, 2021 and 2020 totaled $0.3 million and $2.7 million, respectively. The Company paid $29.0 thousand and $0.3 million for the nine months ended September 30, 2021 and 2020, respectively, in connection with these services. The Series D Preferred Stock, which converted into Series A Preferred Stock upon consummation of the Business Combination (see Note 9), are held by a customer that also has an employee serving on our Board of Directors. As of September 30, 2021, $4.4 million in receivables were outstanding from this related party. Revenues recognized for the three months ended September 30, 2021 and 2020 totaled $5.0 million and $0.7 million, respectively. Revenues recognized for the nine months ended September 30, 2021 and 2020 totaled $11.9 million and $3.3 million, respectively.

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Net loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the Reverse Recapitalization. Subsequent to the Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding.

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
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Numerator
Net loss	(43,064)		(6,412)		(95,240)		(31,724)
Less: Redeemable noncontrolling interest remeasurement	—		—		—		(960)
Less: Net loss (income) attributable to noncontrolling interest in subsidiaries	(51)		104		31		372
Loss available to common stockholders	$	(43,115)	$	(6,308)	$	(95,209)	$	(32,312)

Denominator
Weighted-average common shares outstanding, basic and diluted	334,982,150		222,927,484		263,558,268		220,150,504
Net loss per share attributable to common stockholders, basic and diluted	$	(0.13)	$	(0.03)	$	(0.36)	$	(0.15)

Anti-dilutive securities, which include stock options, warrants to purchase common stock, and contingently issued shares, have been excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2021 and 2020, as 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 stock equivalents 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
	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Convertible debt	—	36,275,629	25,131,519	35,386,270
Stock options and restricted stock units	103,326,463	62,212,844	103,326,463	62,212,844
Warrants to purchase common stock	415,210	8,084,210	7,419,801	7,670,459
Redeemable convertible preferred stock	4,999,998	—	3,053,336	—
Contingently issued shares	1,044,329	1,552,296	895,124	1,387,853
Total	109,786,000	108,124,979	139,826,243	106,657,426

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company considers events or transactions that occur after the balance sheet date, but before the unaudited 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 the date on which the unaudited consolidated financial statements were issued, noting no such material events.

Nature of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Interim Financial Information	Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. 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”). Pursuant to the Merger Agreement, the merger between Merger Sub and Legacy Sharecare was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FCAC was treated as the “acquired” company and Legacy Sharecare is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The net assets of FCAC are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy Sharecare was determined to be the accounting acquirer based on the following predominant factors: •Legacy Sharecare’s existing stockholders have the greatest voting interest in the Company; •The largest individual minority stockholder in the Company was a stockholder of Legacy Sharecare; •Legacy Sharecare’s directors represent the majority of the new board of directors of the Company; •Legacy Sharecare’s senior management is the senior management of the Company; and •Legacy Sharecare is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Sharecare. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 71.26 (the “Exchange Ratio”) established in the Business Combination. Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for each of the three month periods within the nine month periods ended September 30, 2021 and 2020, and Consolidated Statement of Cash Flows for the nine months ended September 30, 2021 and 2020 are unaudited. These 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, 2021 and December 31, 2020, the Company’s consolidated results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 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, 2020.
Consolidation Policy	Consolidation Policy The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries: Sharecare Operating Company, Inc., Lucid Global, Inc.; Healthways SC LLC; Sharecare Health Data Services, Inc.; HDS; Visualize Health, LLC; MindSciences, Inc.; SC-WHAI, LLC; Sharecare GMBH, a German-based subsidiary; Sharecare Digital Health International Limited; Sharecare SAS, a French-based subsidiary; Sharecare Services GMBH; Sharecare Australia Pty Limited, an Australian-based subsidiary; and Sharecare NZ Limited, a New Zealand-based subsidiary; doc.ai, Inc.; CareLinx Inc.; as well as Sharecare Brasil Servicos de Consultoria Ltda, a Brazil-based subsidiary in which Sharecare has a controlling interest. The Company entered into a joint venture with HInsight-Customer Care Holdings (HCA) — both the Company and HCA have an ownership in HICCH-SCL, LLC. 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.
Reclassifications	Reclassifications Certain prior period amounts previously recorded to long term debt have been reclassified to other long-term liabilities and accrued expenses in order to conform to the current period presentation. Additionally, certain prior period amounts on the Consolidated Statement of Cash Flows previously reported in other have been reclassified to the change in fair value of warrant liability and continent consideration line item in order to conform to the current period presentation. These reclassifications had no effect on the previously reported results of operations.
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, the useful lives of intangible assets and property and equipment, the valuation of common stock prior to the business combination, stock-based compensation, 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.
Business Combinations	Business Combinations The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations. The Company measures the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity instruments issued by the acquirer. Transaction costs directly attributable to the acquisition are expensed as incurred. The Company records goodwill for the excess of (i) the total costs of acquisition and fair value of any noncontrolling interests over (ii) the fair value of the identifiable net assets of the acquired business.
Contract Liabilities, Deferred Revenue, Revenue Recognition	Contract Liabilities In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing off-market values associated with: (i) certain office lease agreements (amortization will continue through 2024) and (ii) certain wellness program royalty agreements (amortization will continue through 2023). Amortization expense associated with these contract liabilities for the three months ended September 30, 2021 and 2020, was $1.4 million and $1.4 million, respectively, of which $0.4 million and $0.4 million was included within cost of revenues and $1.0 million and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Amortization expense associated with these contract liabilities for the nine months ended September 30, 2021 and 2020 was $4.2 million and $4.3 million, respectively, of which $1.3 million and $1.3 million was included within cost of revenues and $2.9 million and $3.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of September 30, 2021 and December 31, 2020, such fees were $21.0 million and $9.9 million, respectively. The Company recognized $1.2 million of revenue during the three months ended September 30, 2021 that was included in deferred revenue at December 31, 2020. The Company recognized $7.4 million of revenue during the nine months ended September 30, 2021 that was included in deferred revenue at December 31, 2020. 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 an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data in order 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 the Company is not currently meeting the relevant performance targets. As of September 30, 2021 and December 31, 2020, such fees included within deferred revenue were $3.8 million and $5.9 million, respectively. In the event performance levels 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 to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $2.7 million and $2.8 million of revenues recognized during the three months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the three months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $1.3 million and $1.9 million, respectively. During the three months ended September 30, 2021, $0.8 million was recognized in revenue that related to services provided prior to December 31, 2020. Approximately $8.0 million and $7.5 million of revenues recognized during the nine months ended September 30, 2021 and 2020, respectively, were performance-based. As of September 30, 2021 and 2020, the amount of performance-based revenues during the nine months ended that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.0 million and $6.3 million, respectively. During the nine months ended September 30, 2021, $3.4 million was recognized in revenue that related to services provided prior to December 31, 2020. 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, 2021, 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 $136.9 million. As of September 30, 2021, the Company expects to recognize revenue on approximately 37% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.
Accounting Standards Not Yet Adopted	Accounting Standards Not Yet Adopted 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. In February 2016, the FASB issued Accounting Standards Update (“ASU”) ASU 2016-02, Leases (Topic 842). Lessees will need to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. The standard will be effective beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements. 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”), intended to improve the timing, and enhance the accounting and disclosure, of credit losses on financial assets. This update modified the existing accounting guidance related to the impairment evaluation for available-for-sale debt securities, reinsurance recoverables, and accounts receivables and could result in the creation of an allowance for credit losses as a contra asset account. The ASU requires a cumulative-effect change to retained earnings in the period of adoption and prospective changes on previously recorded impairments, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022. Although the Company does not expect that adoption will have a significant impact on its consolidated financial statements, it will continue to analyze the impact of the adoption of this standard.

Disclosure of accounting policy for revenue from contract with customer.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of revenues disaggregated by revenue source

Nature of Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

The following table presents the Company’s revenues disaggregated by revenue source (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Enterprise	$	62,838	$	46,032	$	176,387	$	142,448
Provider	24,110		19,150		66,266		59,485
Consumer	18,670		15,054		51,033		38,459
Total Revenue	$	105,618	$	80,236	$	293,686	$	240,392

Schedule of other expenses (income)

For the three and nine months ended September 30, 2021 and 2020, other expenses (income) consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Re-measurement of contingent consideration	$	(4,976)	$	134	$	10,523	$	406
Re-measurement of warrant liabilities	5,039		(104)		11,196		(104)
Other	23		(71)		(904)		(32)
Total other (income) expenses	$	86	$	(41)	$	20,815	$	270

Business Combination (Tables)

9 Months Ended

Sep. 30, 2021

Reverse Recapitalization [Abstract]

Schedule of Business Combination


	Recapitalization
Cash received from Private Placement financing	$	425,600
Cash paid to Legacy Sharecare stockholders	(91,698)
Cash received from FCAC trust and cash on hand, net of redemptions	146,363
Cash paid for issuance costs and advisory fees	(54,025)
Net proceeds from Reverse Recapitalization with FCAC	$	426,240


			Recapitalization
Common stock, outstanding prior to Business Combination			34,500,000
FCAC Sponsor shares			5,627,250
Earnout Shares			3,213,000
Common stock of FCAC			43,340,250
Less: redemption of FCAC shares			(19,864,030)
Shares issued in Private Placement financing			42,560,000
Legacy Sharecare shares converted to common stock			271,051,959
Total shares of common stock immediately after Business Combination			337,088,179

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

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 (in thousands):


	September 30, 2021
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	11,440	$	—	$	—	$	11,440
Total cash equivalents	$	11,440	$	—	$	—	$	11,440

Liabilities
Warrant liabilities – public	$	22,885	$	—	$	—	$	22,885
Warrant liabilities – private	—		—		11,807		11,807
Contingent consideration – other liabilities	—		—		38,462		38,462
Liabilities	$	22,885	$	—	$	50,269	$	73,154

Schedule of changes to the warrant liability and contingent consideration

The following is a schedule of changes to the warrant liability balance classified as Level 3 for the periods presented (in thousands):


December 31, 2020	$	4,963
Re-measurement of warrants (other expense)	7,286
New private warrants assumed from Business Combination	10,319
Conversion of warrants to common stock	(10,761)
September 30, 2021	$	11,807

The following is a schedule of changes to the contingent consideration — other current liabilities for the periods presented (in thousands):


December 31, 2020	$	9,271
Contingent consideration from antidilution	10,305
Antidilution provision for Series D Preferred Stock	6,387
Settlement of contingent consideration for doc.ai acquisition	(12,682)
Conversion of Series D Preferred Stock to Series A Preferred Stock	(6,451)
Contingent consideration in connection with Business Combination	21,109
Re-measurement of contingent consideration	10,523
September 30, 2021	$	38,462

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of accrued expense and other current liabilities

As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Accrued expenses	$	20,784	$	16,243
Accrued compensation	13,447		14,728
Accrued media costs	3,816		5,279
Accrued taxes	1,379		771
Accrued other	2,402		4,648
Total accrued expenses and other current liabilities	$	41,828	$	41,669

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

doc.ai Incorporated

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

The preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands):


Cash and cash equivalents	$	12,217
Prepaid expenses	244
Other current assets	400
Developed technology	15,668
Customer relationships	17,389
Goodwill	83,319
Accounts payable and other accrued liabilities	(5,754)
Deferred revenue	(1,681)
Debt	(904)
Other long term liabilities	(302)
Total	$	120,596

CareLinx Inc

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

The preliminary fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands):


Cash	$	445
Accounts receivable	4,660
Other receivables	59
Prepaid expenses	304
Other current assets	441
Intangible assets, net	30,700
Other long term assets	2,000
Goodwill	30,849
Accrued expenses	(1,330)
Contract liabilities - current	(45)
Non-current contract liabilities	(53)
Other long term liabilities	(2,460)
Total	$	65,570

Goodwill and Other Intangible Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, definite-lived

Intangible assets and the related accumulated amortization for each class of intangible assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	54,312	$	(23,211)	$	31,101	10.5
Trade name	6,392		(3,809)		2,583		7.8
Customer relationships	77,849		(25,923)		51,926		12.5
Internal-use software	120,156		(66,768)		53,388		2.3
Total definite-lived, intangible assets	$	258,709	$	(119,711)	$	138,998

Intangible assets not subject to amortization
Internal-use software projects in process	$	7,453	$	—	$	7,453
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	12,483	$	—	$	12,483
Total intangible assets	$	271,192	$	(119,711)	$	151,481


	December 31, 2020
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	38,803	$	(20,721)	$	18,082	7.7
Trade name	3,792		(3,739)		53		4.4
Customer relationships	47,160		(22,340)		24,820		7.5
Internal-use software	81,492		(52,299)		29,193		2.3
Total definite-lived, intangible assets	$	171,247	$	(99,099)	$	72,148

Intangible assets not subject to amortization
Internal-use software projects in process	$	1,069	$	—	$	1,069
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	6,099	$	—	$	6,099
Total intangible assets	$	177,346	$	(99,099)	$	78,247

Schedule of intangible assets, not subject to amortization

Intangible assets and the related accumulated amortization for each class of intangible assets as of September 30, 2021 and December 31, 2020 were as follows (in thousands):


	September 30, 2021
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	54,312	$	(23,211)	$	31,101	10.5
Trade name	6,392		(3,809)		2,583		7.8
Customer relationships	77,849		(25,923)		51,926		12.5
Internal-use software	120,156		(66,768)		53,388		2.3
Total definite-lived, intangible assets	$	258,709	$	(119,711)	$	138,998

Intangible assets not subject to amortization
Internal-use software projects in process	$	7,453	$	—	$	7,453
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	12,483	$	—	$	12,483
Total intangible assets	$	271,192	$	(119,711)	$	151,481


	December 31, 2020
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	38,803	$	(20,721)	$	18,082	7.7
Trade name	3,792		(3,739)		53		4.4
Customer relationships	47,160		(22,340)		24,820		7.5
Internal-use software	81,492		(52,299)		29,193		2.3
Total definite-lived, intangible assets	$	171,247	$	(99,099)	$	72,148

Intangible assets not subject to amortization
Internal-use software projects in process	$	1,069	$	—	$	1,069
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	6,099	$	—	$	6,099
Total intangible assets	$	177,346	$	(99,099)	$	78,247

Schedule of carrying amount of goodwill

The following tables set forth the changes in the carrying amount of the Company’s goodwill for periods presented (in thousands):


December 31, 2019	$	62,939
Additions	12,080
Foreign currency translation adjustment	717
December 31, 2020	75,736
Additions	114,168
Foreign currency translation adjustment	(202)
September 30, 2021	$	189,702

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, 2021 (in thousands):


Year ending December 31:
Remainder of 2021	$	8,631
2022	29,066
2023	24,458
2024	15,585
2025	11,755
Thereafter	49,503
Total	$	138,998

Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of debt

Debt is comprised of the following as of the periods presented (in thousands):


Description	September 30, 2021		December 31, 2020
Senior Secured Credit Agreement, interest payable at either prime + 2.0% subject to a floor or LIBOR +2.75%, due February 2023 (inclusive of paid in kind interest; the related fees of $384 and $595 as of September 30, 2021 and December 31, 2020, respectively, are presented as other long term assets on the consolidated balance sheets)	$	243	$	13,059

Second Lien Credit Agreement, interest payable at 12.375%, due May 2023 ($40,000 principal amount), and paid in-kind interest of $0 and $1,374 as of September 30, 2021 and December 31, 2020, respectively.	—		39,920

Series B-3 Convertible Notes, interest payable at 10%, due August 2023, ($95,000 principal amount), and paid in-kind interest of $0 and $7,176 as of September 30, 2021 and December 31, 2020, respectively.	—		89,037

Series B-4 Convertible Notes, interest payable at 10%, due August 2023, ($25,000 principal amount), and paid in-kind interest of $0 and $1,549 as of September 30, 2021 and December 31, 2020, respectively.	—		24,884

Series B Convertible Notes, interest payable at 10%, due August 2023 ($5,000 principal amount), and paid in-kind interest of $0 and $371 as of September 30, 2021 and December 31, 2020, respectively.	—		4,924

Note payable	—		400



Total debt	243		172,224

Less current portion	—		(1,011)

Total long-term debt	$	243	$	171,213

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of authorized, issued and outstanding shares and amounts of redeemable convertible preferred stock

The following is a schedule of authorized, issued and outstanding shares and amounts of redeemable convertible preferred stock as of September 30, 2021 (in thousands, except share amounts):


Class of stock	Shares Authorized	Shares issued and outstanding	Net carrying value		Aggregate liquidation preference
Series A Preferred Stock	5,000,000	5,000,000	$	58,205	$	50,000

Common Stock and Stockholders’ Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Schedule of warrants issued and outstanding

As of September 30, 2021, the following warrants on common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	890,732	$5.61
Liability - Private Warrants	5,933,334	$11.50
Liability - Public Warrants	11,500,000	$11.50

Summary of the status of stock options

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the year ended September 30, 2021 is as follows (share numbers are not in thousands):


	Options Outstanding						Restricted Stock Units
	Number of Options (1)	Weighted- Average Exercise Price (1)		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2020	107,824,290	$	1.25	7.27	$	341,601	—
Granted	27,589,515	1.74					1,398,832	$	7.37
Exercised	(3,066,506)	1.24			12,446		—
Cancelled/Forfeited	(2,259,073)	2.00					—
Outstanding as of September 30, 2021	130,088,226	$	1.34	7.24	$	896,619	1,398,832	$	7.37
Vested and exercisable as of September 30, 2021	83,989,256	$	1.37	6.19	$	576,240
Vested and exercisable as of December 31, 2020	71,937,052	$	1.20	6.30	$	231,621

(1) Share and per share amounts prior to July 1, 2021 have been retroactively restated to reflect the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

Schedule of share-based compensation expense for employee and nonemployee options

The following table illustrates share-based compensation expense for employee and nonemployee options for the three and nine months ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Cost of revenues	$	26	$	2	$	54	$	16
Sales and marketing	331		95		1,188		288
Product and technology	945		54		10,945		162
General and administrative	9,828		479		13,329		5,977
Total share-based compensation	$	11,130	$	630	$	25,516	$	6,443

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

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
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Numerator
Net loss	(43,064)		(6,412)		(95,240)		(31,724)
Less: Redeemable noncontrolling interest remeasurement	—		—		—		(960)
Less: Net loss (income) attributable to noncontrolling interest in subsidiaries	(51)		104		31		372
Loss available to common stockholders	$	(43,115)	$	(6,308)	$	(95,209)	$	(32,312)

Denominator
Weighted-average common shares outstanding, basic and diluted	334,982,150		222,927,484		263,558,268		220,150,504
Net loss per share attributable to common stockholders, basic and diluted	$	(0.13)	$	(0.03)	$	(0.36)	$	(0.15)

Schedule of potential common shares equivalents excluded from computation of diluted net loss per share do to anti-dilutive effect

The Company excluded the following potential common stock equivalents 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
	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Convertible debt	—	36,275,629	25,131,519	35,386,270
Stock options and restricted stock units	103,326,463	62,212,844	103,326,463	62,212,844
Warrants to purchase common stock	415,210	8,084,210	7,419,801	7,670,459
Redeemable convertible preferred stock	4,999,998	—	3,053,336	—
Contingently issued shares	1,044,329	1,552,296	895,124	1,387,853
Total	109,786,000	108,124,979	139,826,243	106,657,426

Nature of Business and Significant Accounting Policies - SPAC Transaction and Basis of Presentation (Details) $ / shares in Units, $ in Thousands		1 Months Ended
	Jul. 01, 2021 USD ($) $ / shares shares	Jul. 31, 2021 USD ($)	Sep. 30, 2021 $ / shares	Dec. 31, 2020 $ / shares
Accounting Policies [Abstract]
Business combination transaction value	$ 3,820,000
Legacy Sharecare shares converted to common stock \| shares	271,051,959
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Cash paid to Legacy Sharecare stockholders	$ 91,698
Gross proceeds from Business Combination	$ 571,000
Settlement of debt		$ 178,400
Exchange ratio	71.26

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 1,400	$ 1,400	$ 4,204	$ 4,258
Deferred revenue	21,037		21,037		$ 9,907
Revenue recognized that was previously in deferred revenue	1,200		7,400
Cost of revenues
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	400	400	1,300	1,300
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 1,000	$ 1,000	$ 2,900	$ 3,000

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
Performance-based fees not recognized as revenue	$ 3.8		$ 3.8		$ 5.9
Performance-based revenue recognized	2.7	$ 2.8	8.0	$ 7.5
Performance-based revenue recognized but not yet settled with customers	1.3	$ 1.9	4.0	$ 6.3
Revenue recognized related to services provided in prior period	$ 0.8		$ 3.4

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions	Sep. 30, 2021 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 136.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	37.00%
Unsatisfied performance obligations expected recognition period	24 months

Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Total Revenue	$ 105,618	$ 80,236	$ 293,686	$ 240,392
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	62,838	46,032	176,387	142,448
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	24,110	19,150	66,266	59,485
Consumer
Disaggregation of Revenue [Line Items]
Total Revenue	$ 18,670	$ 15,054	$ 51,033	$ 38,459

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Nature of Business and Significant Accounting Policies - Other Expenses (Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ (4,976)	$ 134	$ 10,523	$ 406
Re-measurement of warrant liabilities	5,039	(104)	11,196	(104)
Other	23	(71)	(904)	(32)
Total other (income) expenses	$ 86	$ (41)	$ 20,815	$ 270

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands	Jul. 01, 2021 USD ($) $ / shares shares	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Schedule of Reverse Recapitalization [Line Items]
Exchange ratio	71.26
Redemption of FCAC shares (in shares)	19,864,030
Cash price for redeemed shares (in USD per share) \| $ / shares	$ 10.00
Aggregate amount for redemption of FCAC shares \| $	$ 198,640
Common stock issued, excluding earnout shares (in shares)	333,875,179
Common stock outstanding, excluding earnout shares (in shares)	333,875,179
Shares issued	42,560,000
Cash received from FCAC trust and cash on hand, net of redemptions \| $	$ 146,363
Cash paid for issuance costs and advisory fees \| $	54,025
One-time bonus payments \| $	$ 11,600
Capital stock authorized (in shares)	615,000,000
Common stock authorized (in shares)	600,000,000	600,000,000	424,353,300
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock authorized (in shares)	15,000,000
Preferred stock, par value (in USD per share) \| $ / shares	$ 0.0001
Sponsor members
Schedule of Reverse Recapitalization [Line Items]
Earnout shares held in escrow	1,713,000
Legacy Sharecare stockholders
Schedule of Reverse Recapitalization [Line Items]
Earnout shares held in escrow	1,500,000
Series A Preferred Stock
Schedule of Reverse Recapitalization [Line Items]
Shares issued	5,000,000
Preferred stock authorized (in shares)	5,000,000
Common Class A
Schedule of Reverse Recapitalization [Line Items]
Shares issued	42,560,000
Stock purchase price (in USD per share) \| $ / shares	$ 10.00

Business Combination - Net Proceeds from Reverse Recapitalization with FCAC (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 01, 2021	Sep. 30, 2021	Sep. 30, 2020
Reverse Recapitalization [Abstract]
Cash received from Private Placement financing	$ 425,600
Cash paid to Legacy Sharecare stockholders	(91,698)
Cash received from FCAC trust and cash on hand, net of redemptions	146,363
Cash paid for issuance costs and advisory fees	(54,025)
Net proceeds from Reverse Recapitalization with FCAC	$ 426,240	$ 426,240	$ 0

Business Combination - Reconciliation of Number Shares of Common Stock (Details) - shares	Jul. 01, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Schedule of Reverse Recapitalization [Line Items]
Earnout Shares	3,213,000
Less: redemption of FCAC shares	(19,864,030)
Shares issued in Private Placement financing	42,560,000
Legacy Sharecare shares converted to common stock	271,051,959
Common stock outstanding	337,088,179	339,034,410		217,106,957
Sponsor members
Schedule of Reverse Recapitalization [Line Items]
Shares in Business Combination	5,627,250
Common shareholders
Schedule of Reverse Recapitalization [Line Items]
Shares in Business Combination	43,340,250
FCAC
Schedule of Reverse Recapitalization [Line Items]
Common stock outstanding			34,500,000

Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - Recurring $ in Thousands	Sep. 30, 2021 USD ($)
Cash equivalents
Total cash equivalents	$ 11,440
Liabilities
Contingent consideration – other liabilities	38,462
Liabilities	73,154
Money market funds
Cash equivalents
Total cash equivalents	11,440
Warrant liabilities - public
Liabilities
Warrants	22,885
Warrant liabilities - private
Liabilities
Warrants	11,807
Level 1
Cash equivalents
Total cash equivalents	11,440
Liabilities
Contingent consideration – other liabilities	0
Liabilities	22,885
Level 1 \| Money market funds
Cash equivalents
Total cash equivalents	11,440
Level 1 \| Warrant liabilities - public
Liabilities
Warrants	22,885
Level 1 \| Warrant liabilities - private
Liabilities
Warrants	0
Level 2
Cash equivalents
Total cash equivalents	0
Liabilities
Contingent consideration – other liabilities	0
Liabilities	0
Level 2 \| Money market funds
Cash equivalents
Total cash equivalents	0
Level 2 \| Warrant liabilities - public
Liabilities
Warrants	0
Level 2 \| Warrant liabilities - private
Liabilities
Warrants	0
Level 3
Cash equivalents
Total cash equivalents	0
Liabilities
Contingent consideration – other liabilities	38,462
Liabilities	50,269
Level 3 \| Money market funds
Cash equivalents
Total cash equivalents	0
Level 3 \| Warrant liabilities - public
Liabilities
Warrants	0
Level 3 \| Warrant liabilities - private
Liabilities
Warrants	$ 11,807

Fair Value Measurements - Narrative (Details)	Sep. 30, 2021 $ / shares shares
Public Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant \| shares	1
Exercise price per share (in USD per share) \| $ / shares	$ 11.50
Private Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant \| shares	1
Exercise price per share (in USD per share) \| $ / shares	$ 11.50

Fair Value Measurements - Changes to Warrant Liability and Contingent Consideration (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Warrant liabilities - private
Changes in liability
Beginning balance	$ 4,963
Conversions	(10,761)
Assumed in Business Combination	10,319
Re-measurement	7,286
Ending balance	11,807
Contingent consideration
Changes in liability
Beginning balance	9,271
Contingent consideration from antidilution	10,305
Antidilution provision for Series D Preferred Stock	6,387
Settlements	(12,682)
Conversions	(6,451)
Assumed in Business Combination	21,109
Re-measurement	10,523
Ending balance	$ 38,462

Balance Sheet Components (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 20,784	$ 16,243
Accrued compensation	13,447	14,728
Accrued media costs	3,816	5,279
Accrued taxes	1,379	771
Accrued other	2,402	4,648
Total accrued expenses and other current liabilities	$ 41,828	$ 41,669

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Aug. 11, 2021	Feb. 22, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Compensation expense				$ 11,130	$ 630		$ 25,516	$ 6,443
doc.ai Incorporated
Business Acquisition [Line Items]
Consideration transferred		$ 120,600
Consideration, cash payable including via note payable		29,000
Cash payment to acquire business		15,000
Consideration payable, note payable		14,000
Contingent consideration		10,300
Equity-based consideration		81,300
Transaction related expenses		800
Compensation expense		8,800
Acquired intangible asset adjustment				3,700
Goodwill adjustment				$ 3,700
Revenue of acquiree since acquisition date						$ 11,700
Net loss of acquiree since acquisition date						$ 6,500
doc.ai Incorporated \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets		$ 17,389
doc.ai Incorporated \| Common stock
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum		1,145,790
doc.ai Incorporated \| Stock options
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum		485,922
doc.ai Incorporated \| Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares)		9,039,117
doc.ai Incorporated \| Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares)		2,444,361
CareLinx Inc
Business Acquisition [Line Items]
Consideration transferred	$ 65,600
Cash payment to acquire business	55,200
Equity-based consideration	10,400
Transaction related expenses	1,100
Intangibles assets	$ 30,700
Revenue of acquiree since acquisition date			$ 4,100
Net loss of acquiree since acquisition date			$ 1,000
CareLinx Inc \| Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares)	1,262,475
CareLinx Inc \| Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares)	295,758

Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Aug. 11, 2021	Feb. 22, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 189,702			$ 75,736	$ 62,939
doc.ai Incorporated
Business Acquisition [Line Items]
Cash and cash equivalents			$ 12,217
Prepaid expenses			244
Other current assets			400
Goodwill			83,319
Accounts payable and other accrued liabilities			(5,754)
Deferred revenue			(1,681)
Debt			(904)
Other long term liabilities			(302)
Total			120,596
doc.ai Incorporated \| Developed technology
Business Acquisition [Line Items]
Intangibles assets			15,668
doc.ai Incorporated \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets			$ 17,389
CareLinx Inc
Business Acquisition [Line Items]
Cash and cash equivalents		$ 445
Accounts receivable		4,660
Other receivables		59
Prepaid expenses		304
Other current assets		441
Intangibles assets		30,700
Other long term assets		2,000
Goodwill		30,849
Accrued expenses		(1,330)
Contract liabilities - current		(45)
Non-current contract liabilities		(53)
Other long term liabilities		(2,460)
Total		$ 65,570

Goodwill and Other Intangible Assets and Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Definite-lived, intangible assets
Cost	$ 258,709	$ 171,247
Accumulated Amortization	(119,711)	(99,099)
Net	138,998	72,148
Intangible assets not subject to amortization
Intangible assets not subject to amortization	12,483	6,099
Total intangible assets
Total intangible assets, cost	271,192	177,346
Total intangible assets, accumulated amortization	(119,711)	(99,099)
Total intangible assets, net	151,481	78,247
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	7,453	1,069
Trade name
Intangible assets not subject to amortization
Intangible assets not subject to amortization	5,030	5,030
Technology – features/content
Definite-lived, intangible assets
Cost	54,312	38,803
Accumulated Amortization	(23,211)	(20,721)
Net	$ 31,101	$ 18,082
Weighted Average Remaining Life	10 years 6 months	7 years 8 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (23,211)	$ (20,721)
Trade name
Definite-lived, intangible assets
Cost	6,392	3,792
Accumulated Amortization	(3,809)	(3,739)
Net	$ 2,583	$ 53
Weighted Average Remaining Life	7 years 9 months 18 days	4 years 4 months 24 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (3,809)	$ (3,739)
Customer relationships
Definite-lived, intangible assets
Cost	77,849	47,160
Accumulated Amortization	(25,923)	(22,340)
Net	$ 51,926	$ 24,820
Weighted Average Remaining Life	12 years 6 months	7 years 6 months
Total intangible assets
Total intangible assets, accumulated amortization	$ (25,923)	$ (22,340)
Internal-use software
Definite-lived, intangible assets
Cost	120,156	81,492
Accumulated Amortization	(66,768)	(52,299)
Net	$ 53,388	$ 29,193
Weighted Average Remaining Life	2 years 3 months 18 days	2 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (66,768)	$ (52,299)

Goodwill and Other Intangible Assets and Liabilities - Goodwill (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Beginning balance	$ 75,736	$ 62,939
Additions	114,168	12,080
Foreign currency translation adjustment	(202)	717
Ending balance	$ 189,702	$ 75,736

Goodwill and Other Intangible Assets and Liabilities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 8.2	$ 5.4	$ 20.8	$ 17.1

Goodwill and Other Intangible Assets and Liabilities - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Estimated future amortization expense:
Remainder of 2021	$ 8,631
2022	29,066
2023	24,458
2024	15,585
2025	11,755
Thereafter	49,503
Net	$ 138,998	$ 72,148

Debt - Debt Balances (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
Debt - Debt Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 243	$ 172,224
Less current portion	0	(1,011)
Total long-term debt	243	171,213
Senior Secured Credit Agreement, due February 2023 \| Secured debt
Debt Instrument [Line Items]
Total debt	243	13,059
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Other long term assets
Debt Instrument [Line Items]
Debt issuance fees	$ 384	595
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Prime
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.00%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.75%
Second Lien Credit Agreement, due May 2023 \| Secured debt
Debt Instrument [Line Items]
Total debt	$ 0	39,920
Interest rate	12.375%
Principal amount	$ 40,000
Paid-in-kind interest	0	1,374
Series B-3 Convertible Notes, due August 2023 \| Convertible debt
Debt Instrument [Line Items]
Total debt	0	$ 89,037
Interest rate		10.00%
Principal amount		$ 95,000
Paid-in-kind interest	0	7,176
Series B-4 Convertible Notes, due August 2023 \| Convertible debt
Debt Instrument [Line Items]
Total debt	0	$ 24,884
Interest rate		10.00%
Principal amount		$ 25,000
Paid-in-kind interest	0	1,549
Series B Convertible Notes, due August 2023 \| Convertible debt
Debt Instrument [Line Items]
Total debt	0	$ 4,924
Interest rate		10.00%
Principal amount		$ 5,000
Paid-in-kind interest	0	371
Note payable \| Note payable
Debt Instrument [Line Items]
Total debt	$ 0	$ 400

Debt - Narrative (Details) $ in Thousands		1 Months Ended	9 Months Ended
Debt - Narrative (Details) $ in Thousands	Jul. 01, 2021	Jul. 31, 2021 USD ($) shares	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)
Debt Instrument [Line Items]
Settlement of debt		$ 178,400
Exchange ratio	71.26
Write-off of deferred beneficial conversion feature and warrant costs			$ 12,063	$ 0
Loss on extinguishment of debt		1,100	1,148	$ 0
Series B, Series B-3 and Series B-4 Convertible Notes \| Convertible debt
Debt Instrument [Line Items]
Write-off of deferred beneficial conversion feature and warrant costs		$ 12,100
Series B, Series B-3 and Series B-4 Convertible Notes \| Convertible debt \| Common stock
Debt Instrument [Line Items]
Shares issued in debt conversion \| shares		37,695,910
Senior Secured Credit Agreement, due February 2023 \| Secured debt
Debt Instrument [Line Items]
Available for borrowing			$ 49,800

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income tax benefit	$ 507	$ 467	$ 520	$ 694

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Aggregate liquidation preference

Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares and Amounts (Details) - USD ($)
$ in Thousands

Sep. 30, 2021

Dec. 31, 2020

Temporary Equity [Line Items]

Net carrying amount

^[1]

$ 58,205

$ 0

Series A Preferred Stock

Temporary Equity [Line Items]

5,000,000

5,000,000

5,000,000

$ 58,205

$ 50,000

$ 0

[1]	Retroactively restated for the Reverse Recapitalization as a result of the Business Combination as described in Notes 1 and 2.

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.