September 10, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C. 20549
| Attention: | Deanna Virginio |
| Re: | Acceleration Request of Sharecare, Inc. |
Registration Statement on Form S-1 (File No. 333-259333)
Dear Ms. Virginio:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sharecare, Inc. (the “Company”) hereby requests that the effective date for the Company’s Registration Statement on Form S-1 (File No. 333-259333) (the “Registration Statement”) be accelerated so that it will be declared effective at 4:30 p.m. (EDT) on Tuesday, September 14, 2021, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, King & Spalding LLP, by calling Michael Hamilton at (713) 276-7404.
* * * *
| Very truly yours, | ||
| SHARECARE, INC. | ||
| By: | /s/ Justin Ferrero | |
| Justin Ferrero | ||
| President and Chief Financial Officer | ||
| cc: | Keith M. Townsend |
Michael S. Hamilton
(King & Spalding LLP)