0001193125-22-093845 | POS AM | XBRL Viewer

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Cover	12 Months Ended
Cover	Dec. 31, 2021
Entity Information [Line Items]
Document Type	POS AM
Entity Registrant Name	Sharecare, Inc.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001816233
Amendment Flag	false

Consolidated Balance Sheets - USD ($)

Dec. 31, 2021

Dec. 31, 2020

Current assets:

Cash and cash equivalents

$ 271,105,000

$ 22,603,000

Accounts receivable, net (net of allowance for doubtful accounts of $6,212 and $5,707, respectively)

103,256,000

70,540,000

Other receivables

5,327,000

3,152,000

Prepaid expenses

8,819,000

3,876,000

Other current assets

2,459,000

1,521,000

Total current assets

390,966,000

101,692,000

Property and equipment, net

4,534,000

4,073,000

Other long term assets

12,173,000

6,226,000

Intangible assets, net

155,086,000

78,247,000

Goodwill

192,442,000

75,736,000

Total assets

755,201,000

265,974,000

Current liabilities:

Accounts payable

27,155,000

19,346,000

Accrued expenses and other current liabilities (Note4)

51,653,000

41,669,000

Deferred revenue

11,655,000

9,907,000

Contract liabilities, current

4,597,000

4,045,000

Debt, current (Note 7 and 13)

400,000

Total current liabilities

95,060,000

75,367,000

Contract liabilities, noncurrent

1,745,000

6,261,000

Warrant liabilities

10,820,000

4,963,000

Long-term debt (Note 7 and 13)

419,000

171,824,000

Other long-term liabilities

24,116,000

17,015,000

Total liabilities

132,160,000

275,430,000

Redeemable noncontrolling interest

4,000,000

Series A redeemable convertible preferred stock, $0.0001 par value; 5,000,000 and no shares authorized; 5,000,000 and no shares issued and outstanding, aggregate liquidation preference of $50,000 and $0 as of December 31, 2021 and 2020, respectively(1)

^[1]

58,205,000

Stockholders' deficit:

Common stock, $0.0001 par value; 600,000,000 and 424,353,300 shares authorized; 345,788,707 and 217,106,957 shares issued and outstanding as of December 31, 2021 and 2020, respectively(1)

^[1]

35,000

22,000

Additional paid-in capital

1,042,164,000

377,134,000

Accumulated other comprehensive loss

(2,061,000)

(702,000)

Accumulated deficit

(477,113,000)

(392,113,000)

Total Share care stockholders' equity (deficit)(1)

^[1]

563,025,000

(15,659,000)

Non controlling interest in subsidiaries (1)

1,811,000

2,203,000

Total stockholders' equity (deficit)(1)

^[1]

564,836,000

(13,456,000)

Total liabilities, redeemable noncontrolling interest, redeemable convertible preferred stock and stockholders' equity (deficit)

$ 755,201,000

$ 265,974,000

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

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 6,212	$ 5,707
Stockholders' deficit:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	424,353,300
Common stock, shares, issued	345,788,707	217,106,957
Common stock, shares, outstanding	345,788,707	217,106,957
Series A Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	5,000,000	0
Redeemable convertible preferred stock, shares issued	5,000,000	0
Redeemable convertible preferred stock, shares outstanding	5,000,000	0
Redeemable convertible preferred stock, aggregate liquidation preference	$ 50,000	$ 0

Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Income Statement [Abstract]

Revenue

$ 412,815

$ 328,805

$ 339,541

Costs and operating expenses:

Costs of revenue (exclusive of depreciation and amortization below)

203,218

160,911

179,967

Sales and marketing

51,407

33,335

33,993

Product and technology

74,438

44,078

45,855

General and administrative

136,594

83,238

65,824

Depreciation and amortization

32,601

24,684

23,782

Total costs and operating expenses

498,258

346,246

349,421

Loss from operations

(85,443)

(17,441)

(9,880)

Other income (expense):

Interest income

149

Interest expense

(27,662)

(31,037)

(28,685)

Loss on extinguishment of debt

(1,148)

Other income (expense)

27,007

(9,709)

(808)

Total other income (expense)

(1,707)

(40,675)

(29,344)

Loss before income tax benefit (expense) and loss from equity method investment

(87,150)

(58,116)

(39,224)

Income tax benefit (expense)

2,021

1,557

(213)

Loss from equity method investment

(3,902)

Net loss

(85,129)

(60,461)

(39,437)

Net (loss) income attributable to noncontrolling interest in subsidiaries

^[1]

(129)

(443)

543

Net loss attributable to Sharecare, Inc.

$ (85,000)

$ (60,018)

^[1]

$ (39,980)

Net Loss per Share

Net loss per share attributable to common stockholders, diluted (in USD per share)

^[1]

$ (0.30)

$ (0.28)

$ (0.19)

Weighted-average common shares outstanding, diluted (in shares)

^[1]

281,026,365

215,094,037

205,888,637

Comprehensive loss attributable to Sharecare, Inc.

Net loss

$ (85,129)

$ (60,461)

$ (39,437)

Foreign currency translation

^[1]

(1,486)

(241)

(583)

Comprehensive loss

(86,615)

(60,702)

(40,020)

Comprehensive (loss) income attributable to noncontrolling interest in subsidiaries

(256)

(1,184)

428

Comprehensive loss attributable to Sharecare, Inc.

$ (86,359)

$ (59,518)

$ (40,448)

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

Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) - USD ($)

Total

Cumulative Effect, Period of Adoption, Adjustment [Member]

Whitehat A I [Member]

Previously reported

Conversion of shares due to Reverse Recapitalization

Convertible debt

Convertible warrants

Redeemable convertible preferred stock

Previously reported

Redeemable convertible preferred stock

Conversion of shares due to Reverse Recapitalization

Common Stock

Whitehat A I [Member]

Common Stock

Doc.ai Incorporated [Member]

Common Stock

Previously reported

Common Stock

Conversion of shares due to Reverse Recapitalization

Common Stock

Convertible debt

Common Stock

Convertible warrants

Common Stock

Redeemable convertible preferred stock

Common Stock

Redeemable Noncontrolling Interset [Member]

Additional Paid-In Capital

Whitehat A I [Member]

Additional Paid-In Capital

Previously reported

Additional Paid-In Capital

Conversion of shares due to Reverse Recapitalization

Additional Paid-In Capital

Convertible debt

Additional Paid-In Capital

Convertible warrants

Accumulated Other Comprehensive Loss

Previously reported

Accumulated Deficit

Previously reported

Noncontrolling Interest

Previously reported

Redeemable noncontrolling interest, beginning balance at Dec. 31, 2017

^[1]

$ 0

Redeemable Noncontrolling Interest

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

Redeemable noncontrolling interest, ending balance at Dec. 31, 2018

^[1]

$ 0

Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2017

810,354

Redeemable convertible preferred stock, beginning balance at Dec. 31, 2017

^[1]

$ 158,653,000

Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2018

^[1]

(810,354)

Redeemable convertible preferred stock, ending balance at Dec. 31, 2018

^[1]

$ 0

$ (158,653,000)

Beginning balance (in shares) at Dec. 31, 2017

^[1]

2,013,526

Beginning balance at Dec. 31, 2017

^[1]

(142,827,000)

$ 2,000

$ 148,675,000

$ (734,000)

$ (293,593,000)

$ 2,823,000

Ending balance at Dec. 31, 2018

^[1]

15,828,000

$ 1,478,000

$ 158,655,000

$ 22,000

$ 20,000

$ 307,310,000

$ 158,635,000

$ (734,000)

$ (293,593,000)

$ 2,823,000

Ending balance (in shares) at Dec. 31, 2018

^[1]

201,225,566

199,212,040

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

^[1]

Redeemable Convertible Preferred Stock

Issuance of Series D stock (in shares)

^[1]

51,805

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

^[1]

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

^[1]

$ 0

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

Stock options exercised (in shares)

^[1]

97,482

Stock options exercised

^[1]

69,000

Issuance of warrants

^[1]

2,639,000

Conversion of convertible securities (in shares)

^[1]

4,866,602

Conversion of convertible securities

^[1]

1,000

Share-based compensation

^[1]

3,532,000

$ 3,532,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

543,000

Currency translation adjustment

^[1]

(583,000)

(468,000)

(115,000)

Net income (loss) attributable to Sharecare, Inc.

$ (39,980,000)

Issuance of Series C preferred stock, net of issuance costs

$ 4,809,951,000

Issuance of Series C preferred stock, net of issuance costs (in shares)

^[1]

25,330

Beneficial conversion feature in connection with convertible debt

^[1]

$ 702,000

Other

^[1]

$ 543,000

543,000

Other (in shares)

^[1]

(39,980)

Ending balance at Dec. 31, 2019

^[1]

$ 9,559,000

$ 22,000

339,583,000

(1,202,000)

$ (332,095,000)

3,251,000

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

^[1]

211,051,406

Redeemable Noncontrolling Interest

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

5,040,000

Change in fair value of redeemable noncontrolling interest in subsidiaries

^[1]

960,000

(960,000)

Expiration of Visualize Health put options

^[1]

(1,026,000)

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

$ 4,000,000

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

^[1]

$ 0

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

Stock options exercised (in shares)

352,659

352,658

^[1]

Stock options exercised

^[1]

$ 338,000

338,000

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

^[1]

584,000

Change in fair value of redeemable noncontrolling interest in subsidiaries

^[1]

(960,000)

Issuance of warrants

^[1]

$ 1,097,000

Issuance of stock for acquisitions (in shares)

^[1]

7,548

3,386,990

1,425,171

7,548

Issuance of stock for acquisitions

^[1]

$ 2,160,000

Share-based compensation

^[1]

$ 19,160,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

(443,000)

Currency translation adjustment

^[1]

(241,000)

500,000

(741,000)

Net income (loss) attributable to Sharecare, Inc.

^[1]

(60,018,000)

Beneficial conversion feature in connection with convertible debt

^[1]

(135,000)

Issuance of stock for Wellstar investment (in shares)

^[1]

890,732

Issuance of stock for Well star investment

^[1]

6,745,000

ASC 810-10 Visualize Health NCI Attribution

^[1]

(7,000)

Redemption of Visualize Health put options

^[1]

(974,000)

Expiration of Visualize Health put options

^[1]

1,026,000

890,000

136,000

Other

^[1]

131,000

Ending balance at Dec. 31, 2020

^[1]

$ (13,456,000)

$ 22,000

$ 4,000,000

377,134,000

(702,000)

(392,113,000)

2,203,000

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

217,106,957

^[1]

217,106,957

^[1]

Redeemable Noncontrolling Interest

Dissolution of redeemable noncontrolling interest for Visualize Health

^[1]

$ (4,000,000)

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

Redeemable Convertible Preferred Stock

Issuance of stock for Series D antidilution provision (in shares)

^[1]

546,341

Issuance of stock for Series D antidilution provision

^[1]

$ 6,451,000

Issuance of Series D stock (in shares)

^[1]

4,453,659

Issuance of Series D stock

^[1]

$ 51,754,000

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

^[1]

$ 58,205,000

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

Stock options exercised (in shares)

15,788,241

15,067,237

^[1]

Stock options exercised

^[1]

$ 15,434,000

$ 2,000

15,432,000

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

^[1]

81,293,000

8,435,301,000

81,292,000

Issuance of warrants

^[1]

79,000

Issuance of stock for doc.ai antidilution provision

^[1]

12,682,000

$ 1,052,398,000

12,682,000

Conversion of convertible securities (in shares)

^[1]

37,695,910

11,647,316

Conversion of convertible securities

^[1]

$ 136,399,000

$ 11,481,000

$ 4,000

$ 1,000

$ 136,395,000

$ 11,480,000

Issuance of stock for acquisitions (in shares)

^[1]

1,262,475

Issuance of stock for acquisitions

^[1]

10,348,000

$ 1,000

10,348,000

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

^[1]

57,451,915

Business Combination and Private Placement financing, net of issuance costs

^[1]

376,576,000

$ 6,000

376,570,000

Share-based compensation

^[1]

46,780,000

Dissolution of redeemable NCI for Visualize Health (in shares)

^[1]

895,435

Dissolution of redeemable noncontrolling interest for Visualize Health

^[1]

4,000,000

4,136,000

(136,000)

Cumulative effect of adopting ASU 2021-08

^[1]

593,000

Net income (loss) attributable to noncontrolling interest in subsidiaries

^[1]

(129,000)

(18,000)

(111,000)

Currency translation adjustment

^[1]

(1,486,000)

(1,341,000)

(145,000)

Net income (loss) attributable to Sharecare, Inc.

(85,000,000)

(85,593,000)

^[1]

Common stock issued to settle contingent consideration from acquisitions in prior years (in shares)

^[1]

1,078,213

Settlement of contingent liability on Whitehat earnout

^[1]

$ 595,000

595,000

Common stock issued upon vesting of restricted stock units (in shares)

^[1]

31,250

Repurchased shares of common stock related to exercise of employee stock options (in shares)

19,864,030

(6,002,255)

^[1]

Repurchased shares of common stock related to exercise of employee stock options

^[1]

$ (29,772,000)

$ (1,000)

(29,771,000)

Other

^[1]

(988,000)

Other (in shares)

^[1]

66,555

Ending balance at Dec. 31, 2021

^[1]

$ 564,836,000

$ 35,000

$ 58,205,000

$ 1,042,164,000

$ (2,061,000)

$ (477,113,000)

$ 1,811,000

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

345,788,707

5,000,000

^[1]

345,788,707

^[1]

[1]	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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (85,129)	$ (60,461)	$ (39,437)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	32,601	24,684	23,782
Non-cash interest expense	4,680	20,776	9,136
Write-off of deferred financing fees and debt discount	12,063
Loss on extinguishment of debt	1,148
Amortization of contract liabilities	(5,616)	(5,678)	(5,749)
Accretion of contract liabilities	1,561	2,053	2,459
Loss from equity method investment		3,902
Change in fair value of warrant liability and contingent consideration	(26,123)	9,647	566
Share-based compensation	46,780	19,160	3,532
Deferred income taxes	(2,196)	(1,604)	(290)
Payment of PIK interest	(8,717)
Other	2,270	1,094	498
Changes in operating assets and liabilities:
Accounts receivable, net and other receivables	(31,469)	8,104	(2,737)
Prepaid expenses and other assets	(4,810)	(378)	987
Accounts payable and accrued expense	9,381	9,239	(1,195)
Deferred revenue	(527)	(15,777)	11,025
Net cash provided by (used in) used in operating activities	(54,103)	14,761	2,577
Cash flows from investing activities:
Acquisition of Visualize Health		(2,000)
Acquisition of Mindsciences		140
Acquisition of CareLinx	(54,774)
Acquisition of doc.ai	(16,784)
Purchases of property and equipment	(2,423)	(1,814)	(1,695)
Capitalized internal-use software costs	(38,406)	(15,497)	(14,949)
Net cash used in investing activities	(112,387)	(19,171)	(16,644)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	50,000	6,774	25,251
Proceeds from issuance of debt	20,000	38,000	35,400
Repayment of debt	(66,350)	(40,000)	(38,142)
Net proceeds from Reverse Recapitalization with Falcon Capital Acquisition Corp.	426,240
Proceeds from exercise of common stock options	5,964	336	69
Repurchased shares of common stock related to exercise of employee stock options	(19,581)
Payments on capital lease obligations	(1,052)	(1,268)	(1,781)
Financing costs	(1)	(72)
Net cash provided by financing activities	415,220	3,770	20,797
Effect of exchange rates on cash and cash equivalents	(228)	(435)	(138)
Net increase (decrease) in cash and cash equivalents	248,502	(1,075)	6,592
Cash and cash equivalents at beginning of period	22,603	23,678	17,086
Cash and cash equivalents at end of period	271,105	22,603	23,678
Supplemental disclosure of cash flow information:
Cash paid for interest	19,946	9,942	16,624
Cash paid for income taxes	52	$ 162	$ 653
Deferred offering costs not yet paid	$ 2,071

Nature of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

1.	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. Sharecare delivers value via its provider, enterprise, and life sciences channels. The consumer solutions channel (as referenced in previous filings) was renamed the life sciences channel in January 2022 in order to more accurately portray the customer base of the channel.

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 in connection with the consummation of the Business Combination and 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 (“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 GAAP (the “Reverse Recapitalization”). Under this method of accounting, FCAC was treated as the “acquired” company and Legacy Sharecare was 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 in the Business Combination based on the following predominant factors at the time of the transaction:

•

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, a German-based subsidiary; 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.

Reclassifications

Certain prior period amounts previously recorded to long-term debt have been reclassified to other long-term liabilities and accrued expenses in the Consolidated Balance Sheets in order to conform to the current period presentation. Additionally, certain prior period amounts on the Consolidated Statements of Cash Flows previously reported in other have been reclassified to the Change in fair value of warrant liability and contingent 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 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 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.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits are held with well-known financial institutions and may exceed federally insured limits. The Company grants credit to its customers during the normal course of business and generally requires no collateral from its customers.

Domestic revenues from operations represent approximately 95%, 95% and 94% of total revenue during the years ended December 31, 2021, 2020 and 2019, respectively. One customer accounted for 11%, 16% and 17% of the Company’s total revenues during the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021 and 2020 there was one customer that individually accounted for 11% and 14%, respectively, of the Company’s accounts receivable, net.

Fair Value Measurements

The carrying value of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.

The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires management to maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value

into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities

•

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

•

Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability

Assets and Liabilities that are Measured at Fair Value on a

Non-recurring

Basis

Assets and liabilities that may be measured at fair value on a

non-recurring

basis relate primarily to the Company’s tangible fixed assets, equity method investment, goodwill and other intangible assets. For these assets, the Company does not periodically adjust the carrying value to fair value except in the event of impairment. When the Company determines that an impairment has occurred, the carrying value of the asset is reduced to its fair value and an impairment charge is recorded within operating income in the Consolidated Statements of Operations and Comprehensive Loss.

Further, in connection with business combinations, the values of certain assets acquired have been recorded at fair value using Level 3 inputs. The fair values of definite-lived intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that an asset is expected to generate in the future. The Company develops internal estimates for the expected cash flows from acquired assets and estimates of discount rates used in the present value calculations. In certain instances, the Company also estimates fair value based on market multiples of comparable companies, when using the market approach.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents generally consist of investments in money market funds.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists of trade accounts receivable which are due under normal trade terms requiring payment typically within 45 days from the invoice date. Bad debts are provided for based on historical experience and management’s evaluation of outstanding accounts receivable at the end of each year. It is reasonably possible that the estimates will change in the near term. Management evaluates whether accounts are delinquent on a

case-by-case

basis and based on historical experience.

The changes in the allowance for doubtful accounts are as follows (in thousands):


	Year Ended December 31,
	2021			2020
Allowance for doubtful accounts – beginning balance	$	5,707		$	3,874
Provision for doubtful accounts		3,029			5,473
Amounts written off and other adjustments		(2,524	)		(3,640	)

Allowance for doubtful accounts – ending balance	$	6,212		$	5,707

Property and Equipment

Property and equipment are recorded at the original acquisition cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred.

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, the liabilities assumed by the acquirer from 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.

Other Long-Term Assets

Long-term other assets include security deposits associated with the leasing of office space of $0.7 million and $0.8 million as of December 31, 2021 and 2020, respectively, as well as tax credits that can be used to reduce the Company’s taxable income in France (or that are receivable in cash if not used within three years) of $1.4 million and $1.5 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, long-term assets also includes $6.1 million primarily consisting of a

non-cash

payment for up front research and development costs related to the issuance of Series D redeemable convertible preferred stock (the “Series D preferred Stock””) prior to the Business Combination, for which amortization is recorded to Product and technology in the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis. As of December 31, 2020, long-term assets also included $2.1 million of deferred costs associated with the Business Combination which was reclassified against proceeds and additional

paid-in

capital during the current year.

Intangible Assets

The Company amortizes the identified intangible assets with a finite life over their respective useful lives on a straight-line basis which approximates the pattern in which the economic benefits are consumed. Intangible assets deemed to have indefinite lives are not amortized, but are subjected to annual tests of impairment or more frequently if indicators of impairment are identified.

Intangible assets have useful lives within the following ranges:


Internal use software			3–5 years
Technology – features/content			7–15 years
Trade name			4–indefinite years
Customer relationships			9–16 years

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 of these contract liabilities during the year ended December 31, 2021 was $5.6 million. Of that amount, $1.7 million was included within cost of revenues and $3.9 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities during the year ended December 31, 2020 was $5.7 million. Of that amount, $1.7 million was included within cost of revenues and $4.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities during the year ended December 31, 2019 was $5.7 million. Of that amount, $1.6 million was included within cost of revenues and $4.1 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

Deferred Financing Fees, Net

In connection with obtaining loans, the Company incurred and capitalized fees that were settled in cash and warrants. In addition, in connection with the modification of historical convertible debt instruments and through the issuance of convertible debt instruments, the Company had a beneficial conversion feature on its Series B, Series

B-3

and Series

B-4

Convertible Notes that were outstanding prior to the Business Combination. The financing fees and beneficial conversion features were amortized over the life of the loans as a component of interest expense. In July 2021, the Company’s Series B, Series

B-3

and Series

B-4

Convertible Notes were fully converted into common stock in connection with the consummation of the Business Combination (see Note 7). During the year ended December 31, 2021, expense recognized in the Consolidated Statement of Operations and Comprehensive Loss related to deferred financing fees totaled $15.5 million, which primarily consisted of the loss on conversion of debt. During the years ended December 31, 2020 and 2019, expense recognized in the Consolidated Statement of Operations and Comprehensive Loss related to deferred financing fees totaled $6.8 million and $6.8 million, respectively, which represented the amortization of financing fees and beneficial conversion features.

Income Taxes

The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities with consideration given to net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse.

The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely

than not expected to be realized. The Company classifies its deferred income taxes as noncurrent on the Consolidated Balance Sheets.

Deferred Revenue

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

Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of December 31, 2021 and 2020, such fees were $11.7 million and $9.9 million, respectively. The Company recognized $7.7 million of revenue during the year ended December 31, 2021 that was included in deferred revenue at December 31, 2020. The Company recognized $19.9 million of revenue during the year ended December 31, 2020 that was included in deferred revenue at December 31, 2019.

Revenue Recognition

Revenue is recognized when control of the promised good or service is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for that good or service. Sales and usage-based taxes are excluded from revenue. The Company serves a diverse group of clients. We are the principal in all outstanding revenue arrangements except for CareLinx, for which such amounts are not material. CareLinx has B2C and B2B2C service lines for which CareLinx is the agent and we recognize the commission revenue based on the amount billed using the

“as-invoiced”

practical expedient.

Enterprise Revenue

The Company provides employers and health plans with health management programs for their employee base or covered population, including digital engagement, telephonic coaching, incentives, biometrics, and patient care managed health. Revenue is recognized on a per member per month (“PMPM”) basis for a portion of revenue and based on individual product offerings being purchased by each individual customer which may vary based on the timing of delivery of services against those performance obligations. Member participation fees are generally determined by multiplying the contractually negotiated member rate by the number of members eligible for services during the month. Member participation rates are established during contract negotiations with customers, often based on a portion of the value the programs are expected to create. Contracts with health plans and integrated health care systems generally range from three to five years with several comprehensive strategic agreements extending for longer periods. Contracts with self-insured employers typically have two to four year terms.

Health management program contracts often include a fee for the subscription of the Sharecare digital platform which may also be sold on a stand-alone basis. This service allows members to access the proprietary health engagement mobile application with a comprehensive suite of health and wellness management programs, content, and tools. Revenue is recognized on a per member or a fixed fee basis as the services are provided.

The Company provides customers with Blue Zones solutions, a turnkey program for communities to apply the Blue Zone program principals, enabling community sponsors such as health plans, employers, and health systems, with a way to improve the health of their community in a tangible, measurable way. These contracts generally include two performance obligations, the discovery period and the subsequent content delivery for each

year of engagement. The revenue is recognized based on the relative standalone selling price of the performance obligations evenly over time. These contracts do not include termination clauses and often have two to four year terms.

The Company’s doc.ai unlocks the value of health data through licensing artificial intelligence modules and through the creation of products for a portfolio of clients including payors, pharma, and providers. These contracts generally include two performance obligations. The software license and maintenance/support are considered one series of distinct performance obligations and professional services is considered a separate distinct performance obligation. Revenue is recognized for all identified performance obligations as services are delivered.

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 it is not probable that the Company will meet the performance target(s). As of December 31, 2021 and 2020, such fees included within deferred revenue were $3.9 million and $5.9 million, respectively.

Customers are generally billed monthly for the entire amount of the fees contractually due for the prior month’s enrollment, which typically includes the amount, if any, that is performance-based and may be subject to refund should performance targets not be met. Fees for participation are typically billed in the month after the services are provided. Deferred revenues arise from contracts that permit upfront billing and collection of fees covering the entire contractual service period, generally six months to a year. A limited number of contracts provide for certain performance-based fees that cannot be billed until after they are reconciled with the customer.

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 $10.0 million, $12.5 million, and $12.3 million of revenues recognized during the years ended December 31, 2021, 2020 and 2019, respectively, were performance-based. As of December 31, 2021, 2020 and 2019, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $5.7 million, $7.3 million and $3.4 million, respectively, all of which were based on actual results. During the year ended December 31, 2021, $3.4 million was recognized in revenue that related to services provided prior to December 31, 2020.

Provider Revenue

Provider revenue is primarily based on services which provide data and information-driven solutions for healthcare providers that are tailored to improve productivity and efficiency and enhance patient care and management while upholding the latest compliance, security, and privacy standards. Revenue is recognized based on the volume of health document requests fulfilled and recognized upon satisfactory delivery to the

customer. In addition, provider revenue is derived from subscription fees for various technology related services that assist providers with efficiency, productivity, quality, performance and risk-adjustment tools, billing contract compliance and enhanced patient care. Subscription fees are recognized ratably over a one to three year contractual period.

Life Sciences Revenue

The Company generates life sciences revenue mostly through ad sponsorships and content delivery. Content delivery revenue is recognized when the content is delivered to the customer. Ad sponsorship revenue is recognized when the contractual page views or impressions are delivered and the transaction has met the criteria for revenue recognition.

Certain customer transactions may contain multiple performance obligations that may include delivery of content, page views, and ad sponsorship over time. To account for each of these elements separately, the delivered elements must be capable of being distinct and must be distinct in the context of the contract. Revenue is allocated based on the stand-alone selling price for each performance obligation as the services are provided.

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 December 31, 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 $131.2 million. As of December 31, 2021, the Company expects to recognize revenue on approximately 57% 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):


	Year Ended December 31,
	2021		2020		2019
Enterprise	$	243,404	$	188,339	$	202,641
Provider		90,921		79,324		80,726
Life Sciences		78,490		61,142		56,174

Total Revenue	$	412,815	$	328,805	$	339,541

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the respective local currency. All asset and liability accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the Consolidated Statements of Operations and Comprehensive Loss. Equity transactions are translated using historical exchange rates. Expenses are translated using the average exchange rate during the year.

Foreign currency transaction gains and losses are included in other expense in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Foreign currency transaction gains (losses) during the years ended December 31, 2021, 2020 and 2019 were immaterial.

Advertising expense

Advertising costs, which are expensed as incurred, totaled $8.8 million, $6.8 million and $7.3 million in 2021, 2020 and 2019, respectively.

Employee Benefit Plan

The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Company’s board of directors. The Company contributed $1.5 million, $1.0 million and $1.1 million during the years ended December 31, 2021, 2020 and 2019, respectively.

Share-Based Payments

The Company measures compensation for all share-based payment awards granted to employees, directors, and nonemployees, based on the estimated fair value of the awards on the date of grant. For awards that vest based on continued service, the service-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. For service vesting awards with compensation expense recognized on a straight-line basis, at no point in time does the cumulative grant date value of vested awards exceed the cumulative amount of compensation expense recognized. The grant date fair value of stock options that contain service or performance conditions is estimated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur.

For awards that contain performance conditions, compensation cost attributable to the period for which the requisite service has already been rendered is recognized in the period in which it becomes probable that the performance target will be achieved. Compensation cost for which requisite service has not yet been rendered, but for which it is probable that the performance target will be achieved, is recognized prospectively over the remaining requisite service period. In some cases, the period in which the performance target can be achieved is different than the requisite services period. Performance awards, for which the performance target is not achieved upon the date the employee stops rendering services, are forfeited.

For awards that vest upon a liquidity event or a change in control, the performance condition is not probable of being achieved until the event occurs. As a result, no compensation expense is recognized until the performance-based vesting condition is achieved, at which time the cumulative compensation expense will be recognized.

Net Loss Per Share

The Company follows the

two-class

method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The

two-class

method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires income or loss available to common stockholders

for the period to be allocated between common and other participating securities based upon their respective rights to receive dividends as if all income or losses for the period had been distributed. However, the Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends, but contractually does not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021, 2020, and 2019.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares.

Other Income (Expense)

For the years ended December 31, 2021, 2020, and 2019, other income (expense) consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020			2019
Re-measurement of contingent consideration	$	13,447	$	(6,211	)	$	(472	)
Re-measurement of warrant liabilities		12,676		(3,436	)		(94	)
Other		884		(62	)		(242	)

Total other income (expense)	$	27,007	$	(9,709	)	$	(808	)

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.

Leases.

In February 2016, the FASB issued 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 revenue recognition guidance in ASC 606. The lease standard is effective for fiscal years beginning after December 15, 2021. Early adoption is permitted.

In July 2018, the FASB approved an additional optional transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the standard using this optional transition method. The Company has conducted an evaluation of this new standard and its impact to the consolidated financial statements. Based on our evaluation to date, we expect the adoption will not have a material impact on our consolidated financial statements. The most significant impact will be the recognition of

right-of-use

assets and lease liabilities for operating leases. Our accounting for capital leases will remain substantially unchanged.

Credit Losses.

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”),

which is intended to improve the timing, 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, to the extent applicable. The amendments in ASU

2016-13

are effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements.

Recently Adopted Accounting Standards

In June 2018, the FASB issued ASU

No. 2018-07,

Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The standard largely aligns the accounting for share-based payment awards issued to employees and

non-employees

by expanding the scope of ASC 718 to apply to

non-employee

share-based transactions, as long as the transaction is not effectively a form of financing. The Company adopted ASU

2018-07

on January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2019, the FASB issued ASU

No. 2019-08,

Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share Based Consideration Issued to a Customer. The update requires that an entity measure and classify share-based payment awards to a customer by applying the guidance in Topic ASC 718. The Company adopted ASU

2019-08

on January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU

No. 2021-08,

Business Combination (Topic 805): Accounting for Contracts Assets and Contract Liabilities from Contracts with Customers. The update requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities, such as deferred revenue, in a business combination and eliminates the requirement to recognize such items at fair value as of the acquisition date. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in an interim period. The Company elected to early adopt ASU

No. 2021-08

during the fourth quarter of 2021. As such, the Company retrospectively applied the update to all business combinations for which the acquisition date occurred on or after January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements.

Business Combination

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization [Abstract]

Business Combination

2. 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 $198.6 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 exchange of the shares of 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 December 31, 2021. The Earnout Shares allocated to Legacy Sharecare shareholders are accounted for as liability instruments and classified as level 3 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 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 placement 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 year ended December 31, 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) (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

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

3. Fair Value Measurements

The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration. Cash equivalents are comprised of money market funds stated at amortized cost, which approximates fair value at the balance sheet dates, due to the short period of time to maturity. Accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected settlement date. The warrant liabilities and contingent consideration liabilities relate to previous acquisitions and the Business Combination.

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


	December 31, 2021
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,955	$	—	$	—	$	10,955

Total cash equivalents	$	10,955	$	—	$	—	$	10,955

Liabilities
Warrant liabilities	$	10,820	$	—	$	—	$	10,820
Contingent consideration - other liabilities		—		—		13,897		13,897

Total liabilities at fair value	$	10,820	$	—	$	13,897	$	24,717


	December 31, 2020
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	11,793	$	—	$	—	$	11,793

Total cash equivalents	$	11,793	$	—	$	—	$	11,793

Liabilities
Warrant liabilities	$	—	$	—	$	4,963	$	4,963
Contingent consideration - other liabilities		—		—		9,271		9,271

Total liabilities at fair value	$	—	$	—	$	14,234	$	14,234

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 placement 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. As of December 31, 2021, all private placement warrants were subsequently registered and reclassified to Level 1 measurement as they are now publicly traded and have an observable market price in an active market. The fair value of the private placement warrants was 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 for the Company’s stock price, expected volatility, risk-free rate, first and second earnout hurdles and expected term.

The following is a schedule of changes to the private placement warrant liabilities balance (Level 3 measurements) during 2021 and 2020 (in thousands):


December 31, 2019	$	1,526
Re-measurement of warrants (other (income) expense)		3,437

December 31, 2020		4,963
Re-measurement of warrants (other (income) expense)		(843	)
New private placement warrants assumed in connection with the Business Combination		10,319
Conversion of warrants to common stock in connection with the Business Combination		(10,761	)
Reclassification to Level 1 measurement upon registration of private placement warrants		(3,678	)

December 31, 2021	$	—

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


December 31, 2019	$	702
Contingent consideration from acquisitions		2,358
Re-measurement of contingent consideration (other (income) expense)		6,211

December 31, 2020		9,271
Contingent consideration from acquisition		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 the Business Combination		21,109
Settlement of contingent consideration for WhitehatAI earnout		(595	)
Re-measurement of contingent consideration (other (income) expense)		(13,447	)

December 31, 2021	$	13,897

- Definition

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.

+ References + Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

4. Balance Sheet Components

Property and Equipment

As of December 31, 2021 and 2020, property and equipment, net consisted of the following (in thousands):


	Estimated Useful Lives (Years)		2021			2020
Computer hardware		3	$	14,379		$	11,750
Furniture/fixtures		5–7		2,055			1,962
Leasehold improvements		1–5		2,678			2,658
Other		Indefinite		18			18

Property and equipment, gross				19,130			16,388
Less: accumulated depreciation				(14,596	)		(12,315	)

Property and equipment, net			$	4,534		$	4,073

Depreciation expense during the years ended December 31, 2021, 2020 and 2019 totaled $2.7 million and $2.8 million and $2.9 million, respectively.

Accrued Expenses and Other Current Liabilities

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


	2021		2020
Accrued expenses	$	27,050	$	16,243
Accrued compensation		16,428		14,728
Accrued media costs		4,816		5,279
Accrued taxes		1,396		771
Accrued other		1,963		4,648

Total accrued expenses and other current liabilities	$	51,653	$	41,669

Acquisitions

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

5. Acquisitions

2021

doc.ai

On February 22, 2021, the Company acquired all outstanding equity interests of doc.ai Incorporated. The total purchase price 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 $81.3 million in the form of 9,039,117 shares of common stock (8,435,301 issued at closing and 603,816 shares to be issued at the first anniversary of the acquisition) and 2,444,361 stock options. The note payable and contingent consideration was settled on July 1, 2021 in connection with the Business Combination.

The 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		85,811
Accounts payable and other accrued liabilities		(5,965	)
Deferred revenue		(2,274	)
Debt		(904	)
Deferred tax liability		(1,688	)
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 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. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and identifiable 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 goodwill resulting from this acquisition is not tax deductible. The Company finalized its purchase accounting for the doc.ai acquisition during the fourth quarter of 2021.

The results of operations of doc.ai 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 December 31, 2021 were approximately $17.3 million and $3.9 million, respectively.

CareLinx

On August 11, 2021, the Company acquired all outstanding equity interests of CareLinx Inc. (“CareLinx”). The total preliminary

purchase price 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		4,006
Other receivables		59
Prepaid expenses		234
Other current assets		344
Developed technology		14,800
Customer relationships		13,300
Trade name		2,600
Other long-term assets		1,789
Goodwill		31,510
Accrued expenses		(1,371	)
Contract liabilities - current		(45	)
Non-current contract liabilities		(53	)
Other long-term liabilities		(2,048	)

Total	$	65,570

The fair value assigned to the developed technology was determined using the relief from royalty method. The fair value of customer relationships was determined 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. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill also represents the future benefits as a result of the acquisition that will enhance the Company’s services available to both new and existing customers and increase the Company’s competitive position. The goodwill resulting from this acquisition is not tax deductible.

The purchase accounting for the CareLinx business combination remains preliminary, 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 its disclosures in subsequent financial statements as additional progress is made to account for the transaction.

The results of operations of the CareLinx 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 December 31, 2021 were approximately $12.1 million and $4.2 million, respectively.

Other Prior Year Acquisitions

On February 12, 2020, the Company acquired Visualize Health (“VH”) in order to obtain its software platform. The selling owners of VH contributed the assets of the business to

HDS-VH

Holdings, Inc.

(“HDS-VH”),

a subsidiary of Sharecare, in exchange for $2.0 million of cash, $1.9 million of contingent consideration and $5.0 million in redeemable stock of

HDS-VH.

After the combination, the Company owned all of the voting interests and approximately 97% of the equity interests of

HDS-VH

and consolidated its results of operations. The former owners of VH had the ability to sell their shares in

HDS-VH

to the Company at a stated value (a put feature); therefore, the noncontrolling interest in

HDS-VH

was recorded as Contingently Redeemable Noncontrolling Interests in the Company’s financial statements. Subsequently, the shares were redeemed (see Note 11). The Company initially estimated the fair value of contingently redeemable noncontrolling interests based on (1) selling owners’ interest in the estimated fair value of VH at the transaction and the book value of

HDS-VH

immediately prior to the transaction and (2) the estimated fair value of the put feature. The Company estimated the fair value of the contingent consideration as of the acquisition date. The contingent consideration is subject to remeasurement at each reporting date until December 31, 2023, with the remeasurement adjustment reported in the Consolidated Statements of Operations and Comprehensive Loss within the Other income (expense) line item. The assets acquired and liabilities assumed in connection with the VH acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):


Accounts receivable	$	650
Developed technology		4,385
Customer relationships		420
Goodwill		5,223
Accounts payable and other accrued liabilities		(47	)
Deferred tax liability		(1,122	)

Total	$	9,509

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 $0.2 million which were recorded under general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. Goodwill of $0.7 million resulting from this acquisition is tax deductible and $4.5 million is not tax deductible.

On May 13, 2020, the Company acquired all outstanding equity interests of Mindsciences, Inc. in order to acquire its digital platform and software. The total purchase price consideration in connection with the acquisition was $7.6 million, consisting of 440,316 shares of common stock reflecting the retroactive restatement of the Series C redeemable convertible preferred stock for the effect of the Business Combination (initially issued 6,179 shares of Series C redeemable convertible preferred stock) totaling $1.7 million and 2,946,744 shares of common stock and 1,092,558 options totaling $5.9 million. The assets acquired and liabilities assumed in connection with the Mindsciences acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):


Cash and cash equivalents	$	140
Accounts receivable		99
Prepaid expenses and other current assets		12
Developed t echnology		1,731
Customer r elationships		388
Goodwill		5,692
Accounts payable and other accrued liabilities		(185	)
Deferred tax liability		(287	)

Total	$	7,590

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 $0.3 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.

On July 2, 2020, the Company acquired all outstanding equity interests of WhiteHatAI in order to acquire its digital platform and software. The total consideration transferred in connection with the acquisition was $2.7 million, consisting of 1,425,200 shares of common stock totaling $2.2 million, and contingent consideration estimated to be $0.5 million (comprised of up to 1,487,553 shares of common stock). The Company estimated the fair value of the contingent consideration as of the acquisition date. The contingent consideration is subject to remeasurement at each reporting date until July 2023, with the remeasurement adjustment reported in the Consolidated Statements of Operations and Comprehensive Loss within the Other income (expense) line item. The assets acquired and liabilities assumed in connection with the WhiteHatAI acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):


Prepaid expenses and other assets	$	10
Developed t echnology		2,254
Goodwill		1,165
Accounts payable and other current liabilities		(241	)
Deferred tax liability		(465	)

Total	$	2,723

The fair value assigned to the developed technology was determined using the relief from royalty method. Other identifiable assets acquired were immaterial. The Company incurred transaction related expenses of $0.3 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.

The results of operations of each acquisition have been included in the Company’s Consolidated Statements of Operations and Comprehensive Loss from the respective acquisition date. Actual revenue and losses of the entities since the acquisition date as well as pro forma combined results of operations for these acquisitions have not been presented because the effect of the acquisitions was not material to the Company’s consolidated financial results for the periods presented. For each acquisition, 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 acquisitions that will enhance the Company’s products available to both new and existing customers and increase the Company’s competitive position. Changes in the contingent consideration recognized in connection with the above acquisitions have been summarized in Note 3 above. The Company had finalized the purchase accounting for all of its 2020 acquisitions in 2020.

Goodwill and Other Intangible Assets and Liabilities

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets and Liabilities

6. Goodwill and Other Intangible Assets

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


	December 31, 2021

	Cost		Accumulated Amortization			Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	69,063	$	(24,950	)	$	44,113		9.2
Trade name		6,392		(3,932	)		2,460		5.5
Customer relationships		77,849		(27,468	)		50,381		9.9
Internal use software		121,218		(72,380	)		48,838		2.4

Total definite-lived, intangible assets	$	274,522	$	(128,730	)	$	145,792

Intangible assets not subject to amortization
Internal use software projects in process	$	4,264	$	—		$	4,264
Indefinite-lived, trade names		5,030		—			5,030

Total intangible assets not subject to amortization	$	9,294	$	—		$	9,294

Total intangible assets	$	283,816	$	(128,730	)	$	155,086


	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 during the years ended December 31, 2021 and 2020 (in thousands):


December 31, 2019	$	62,939
Additions		12,080
Foreign currency translation adjustment		717

December 31, 2020		75,736
Additions		117,320
Foreign currency translation adjustment		(614	)

December 31, 2021	$	192,442

Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subjected to annual tests of impairment. The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. The Company initially evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, a quantitative assessment of the fair value of a reporting unit is performed to test goodwill for impairment using a discounted cash flow analysis. There have been no impairments of goodwill since the Company’s inception.

Amortization expense on intangible assets totaled $29.9 million, $21.9 million and $20.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, and 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 December 31, 2021 (in thousands):


Year ending December 31:
2022	$	34,699
2023		30,094
2024		20,580
2025		11,720
2026		11,367
Thereafter		37,332

Total	$	145,792

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

7. Debt

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


Description	December 31, 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 $313 and $595 as of December 31, 2021 and 2020, respectively, are presented as other long-term assets on the Consolidated Balance Sheets)	$	419	$	13,059
Second Lien Credit Agreement, interest payable at 12.375%, due May 2023 ($40,000 principal amount), and paid in-kind interest of $1,374 as of December 31, 2020		—		39,920
Series B-3 Convertible Notes, interest payable at 10%, due August 2023, ($95,000 principal amount), and paid in-kind interest $7,176 as of December 31, 2020		—		89,037
Series B-4 Convertible Notes, interest payable at 10%, due August 2023, ($25,000 principal amount), and paid in-kind interest of $1,549 as of December 31, 2020		—		24,884
Series B Convertible Notes, interest payable at 10%, due August 2023 ($5,000 principal amount), and paid in-kind interest of $371 as of December 31, 2020		—		4,924
Note payable		—		400

Total debt		419		172,224
Less current portion		—		(400	)

Total long-term debt	$	419	$	171,824

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 and Comprehensive Loss. 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 and Comprehensive Loss.

Senior Secured Credit Agreement

In March 2017, the Company refinanced its existing debt through the execution of that certain Credit Agreement, dated as of March 9, 2017 (as amended, the “Senior Secured Credit Agreement”), among 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”).

The Senior Secured Credit Agreement provides for a senior secured revolving credit facility with total commitments of $60.0 million (the “Revolving Facility”). Availability under the Revolving Facility is generally subject to a borrowing base based on a percentage of applicable eligible receivables. Borrowings under the Revolving Facility generally bear interest at a rate equal to, at the applicable Borrower’s option, either (a) a base rate or (b) a rate based on LIBOR, in each case, plus an applicable margin. The applicable margin is based on a fixed charge coverage ratio and ranges from (i) 1.75% to 2.25% for U.S. base rate loans and (ii) 2.75% to 3.25% for LIBOR. The Senior Secured Credit Agreement matures on February 10, 2023. Borrowings under the Senior Secured Credit Agreement are secured by all assets of the Company.

In connection with the consummation of the Business Combination, Legacy Sharecare, the other Borrowers, the Lenders and the Administrative Agent, entered into an Amendment Number Six to the Senior Secured Credit Agreement (the “Sixth Amendment”). Pursuant to the Sixth Amendment, the Administrative Agent and Lenders provided certain consents with respect to the consummation of the Transactions and certain amendments were made to the terms of the Senior Secured Credit Agreement to reflect the 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.

The Senior Secured Credit Agreement contains a number of customary affirmative and negative covenants and the Company in compliance with those covenants as of December 31, 2021. As of December 31, 2021, $50.7 million was available for borrowing under the Revolving Facility net of the letters of credit (Note 12) and associated miscellaneous fees.

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

Components of the income tax expense during the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):


	2021			2020			2019
Current expense (benefit):
Foreign	$	133		$	—		$	436
Federal		—			—			(35	)
State		42			47			102

		175			47			503
Deferred expense (benefit):
Foreign		(84	)		154			(427	)
Federal		(1,469	)		(1,404	)		114
State		(643	)		(354	)		23

		(2,196	)		(1,604	)		(290	)

Total income tax expense (benefit)	$	(2,021	)	$	(1,557	)	$	213

Income tax expense (benefit) differs from the amount that would be calculated by applying federal statutory rates to loss before income taxes primarily because of the valuation allowance on deferred tax assets. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	2021			2020			2019
Income tax benefit at the federal statutory rate		21.00	%		21.00	%		21.00	%
Change in valuation allowance		(22.43	)%		(23.36	)%		(27.11	)%
State income tax		10.43	%		5.60	%		6.04	%
Permanent: fair market value adjustments		6.29	%		(3.05	)%		(0.30	)%
Deferred: stock compensation		(12.65	)%		—	%		—	%
Transaction costs		1.80	%		—	%		—	%
Research and development credits		1.20	%		—	%		—	%
Legal settlement		(1.20	)%		—	%		—	%
Other		(2.12	)%		2.49	%		—	%

Effective income tax rate		2.32	%		2.68	%		(0.37	)%

The components of the deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2021 and 2020 were as follows (in thousands):


	2021			2020
Deferred tax assets:
Net operating losses	$	82,115		$	58,376
Share-based compensation expense		10,798			13,119
Accrued expenses		2,787			2,264
Property and equipment and internal use software		515			461
Contract liabilities		1,705			2,852
Interest expense		14,999			12,220
Tax credits		4,518			488
Deferred revenue		814			989
Intangible assets		12,961			10,754
Intangible assets (indefinite life)		816			963
Other		3,522			4,185
Valuation allowance		(112,146	)		(90,010	)

Total deferred tax assets		23,404			16,661
Deferred tax liabilities:
Intangible assets		(19,762	)		(11,243	)
Intangible assets (indefinite life)		(1,953	)		(1,955	)
Beneficial conversion feature		—			(2,945	)
Other		(1,929	)		(1,007	)

Total deferred tax liabilities		(23,644	)		(17,150	)

Net deferred tax liability	$	(240	)	$	(489	)

The components of loss from operations, before income taxes, are as follows (in thousands):


	2021			2020			2019
Domestic	$	(91,261	)	$	(55,889	)	$	(40,106	)
Foreign		4,111			(2,227	)		882

Total loss before income tax expense	$	(87,150	)	$	(58,116	)	$	(39,224	)

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a valuation allowance has been established against the net deferred tax assets. Therefore, no federal tax benefit has been recorded for the net operating losses and the research tax credits during the years ended December 31, 2021, 2020 and 2019.

As of December 31, 2021 and 2020, net operating loss carryforwards are as follows (in thousands):


	2021		2020
Net Operating Losses – Federal	$	310,429	$	226,749
Net Operating Losses – State		269,521		165,719
Net Operating Losses – International		3,530		4,948

Total net operating losses	$	583,480	$	397,416

The state and

pre-2018

federal net operating loss carryforwards will start to expire in 2023 (through 2037), while the foreign and post-2017 federal net operating loss carryforwards are indefinite. Of the estimated $310.4 million in federal net operating losses that existed on December 31, 2021, $112.3 million were generated after 2017 and will not expire. The realization of the Company’s existing net operating losses was analyzed to determine if any of the losses would be limited under Section 382. It was determined, based on historical ownership changes and acquisitions through the date of the Business Combination, that of the $255.3 million in net operating losses that existed on July 1, 2021, $1.5 million will be limited indefinitely, and the remaining $46.8 million in net operating losses are 382 limited and will become available ratably through 2032. Of the $580.0 million in federal and state net operating loss carryforwards,, an estimated $56.2 million relates to the acquisition of CareLinx. The Company will continue to refine the estimate through the measurement period, as provided under ASC 805.

Federal net operating losses generated in taxable years beginning after December 31, 2017 can be carried forward indefinitely but are limited to 80% of taxable income in any year. Therefore, taxable temporary differences related to indefinite-lived intangibles may now be used as a source of future taxable income in assessing the realizability of post-2017 federal loss carryforwards. The realization of the Company’s deferred tax assets (including its net operating loss carryforwards) has been analyzed and a valuation allowance established where it is not

more-likely-than-not

to be realized based on positive and negative evidence. The valuation allowance increased $22.1 million during the year ended December 31, 2021.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 are as follows (in thousands):


	2021		2020
Valuation allowance as of beginning of the year	$	90,010	$	83,218
Increases to valuation allowance during the year		22,136		6,792

Valuation allowance as of end of year	$	112,146	$	90,010

The Tax Cuts and Jobs Act of 2017 (“TCJA”), as signed by the President of the United States on December 31, 2017, significantly revised U.S. tax law, including the reduction of the U.S. federal corporate tax rate from 35% to 21%, and created a modified territorial taxing system for international operations. Among the various foreign income inclusion provisions enacted, the Company is directly impacted by the “global intangible low taxed income” (“GILTI”). The Company’s accounting policy election is to treat the GILTI tax as a period cost. Under this provision, foreign income generated by its controlled foreign corporations is subject to U.S. tax; GILTI tax for 2021 totaled $0.4 million.

The Company has not recognized income tax on the basis difference inherent in its foreign subsidiaries, as these amounts continue to be permanently reinvested in foreign operations. Foreign income will be subject to U.S. income tax upon repatriation. No determination has been made on the basis difference of foreign operations

or amount of any unrecognized deferred income tax liability related to the basis difference. Determination of the amount is not practical because of the complexities of the hypothetical calculation.

The Company evaluates tax positions for recognition using a

more-likely-than-not

recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2021, the Company’s uncertain tax positions were not material and, therefore, accrued interest or penalties related to uncertain tax positions were also not material. No Federal income taxes were paid in 2021, 2020 and 2019.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 30
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

9. Redeemable Convertible Preferred Stock

The following is a schedule of authorized, issued and outstanding shares and amounts of each series of redeemable convertible preferred stock as of December 31, 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 (i) was senior in right of liquidation to all other classes of the Company’s outstanding preferred stock, (ii) was entitled to the same accruing dividends as the Company’s senior Series

B-2

and

B-4

Preferred Stock and (iii) 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' Deficit

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Common Stock and Stockholders' Deficit

10. Common Stock and Stockholders’ Deficit

The Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock and Stockholders’ 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 equity as a result of the Business Combination (as described in Note 9).

As of December 31, 2021, the Company was authorized to issue up to 600,000,000 shares of common stock.

As of December 31, 2021, there was 66,555 shares of common stock issuable to the former shareholders of entities acquired entities by the Company in prior years.

During the fourth quarter of 2021, the Company repurchased 6,002,255 shares of common stock related to withholding tax obligations upon exercise of employee stock options and settlement of the exercise price of the options as reflected on the Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) and the Consolidated Statements of Cash Flows.

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 common 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. Liability warrants generally vest immediately and are exercisable upon issuance and have an expiration of seven years from issuance. Equity warrants generally vest after three years from the date of issuance and have an expiration of seven years from issuance.

As of December 31, 2021, all private placement warrants were registered as discussed in Note 3. As of December 31, 2021, the following warrants were issued and outstanding:


Classification	Underlying Security	Warrants Outstanding		Exercise Price per Share
Equity	Common		890,732	$5.61
Liability - Warrants	Common		17,433,334	$11.50

The Company has also entered into, and may in the future enter into, contractual arrangements with certain customers and other parties and earnout arrangements in connection with acquisitions that, in each case, provide for the issuance of warrants and/or common stock upon achievement of specified milestones (which, at the consummation of the Business Combination, became obligations of the Company). As of December 31, 2021, these agreements provide for the issuance of up to 7,826,442 shares of common stock (including Earnout Shares in connection with the Business Combination) and 10,173,582 warrants to purchase shares of common stock. With respect to these arrangements, there were 195,650 warrants and 132,594 shares of common stock earned but not issued during the year ended December 31, 2021.

Share-based Payments

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 succeeded 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 vendors. Restricted stock units are also granted under the 2021 Plan. The 2021 Plan also permits the Company to grant stock-based awards with performance or market conditions.

The maximum number of shares of Company common stock that may be delivered in satisfaction of awards under the 2021 Plan as of December 31, 2021 is 149,040,940 (including 118,803,402 shares of Company common stock issuable upon the exercise of outstanding options to purchase shares of Common stock or settlement of restricted stock units). Awards generally have a maximum life of 10 years. Stock option awards are granted with an exercise price estimated to be greater than or equal to the fair market value on the date of grant. Service-based awards generally vest over a service period of four years and performance-based awards vest upon the satisfaction of various performance targets. As of December 31, 2021, the Company had approximately 30,237,538 shares of its common stock available for issuance in satisfaction of future awards under the 2021 Plan.

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the year ended December 31, 2021 and 2020 is as follow (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, 2019		72,820,028		$	1.09		5.80	$	25,328
Granted		49,009,272			1.43
Exercised		(352,659	)		0.94				1,217
Cancelled / Forfeited		(13,652,352	)		0.96

Outstanding as of December 31, 2020		107,824,289		$	1.25		7.30	$	341,623		—
Granted		27,779,908			7.85						2,492,323		$	7.39
Exercised / Released		(15,788,241	)		1.04				54,446		(31,250	)		7.42
Cancelled / Forfeited		(3,192,495	)		2.51						(281,132	)	$	7.39

Outstanding as of December 31, 2021		116,623,461		$	2.81		7.64	$	300,125		2,179,941		$	7.39
Vested and/or exercisable as of December 31, 2021		73,712,795		$	1.33		6.91	$	233,440		—		$	—
Vested and/or 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 intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock.

The table above includes 1,744,046 and 55,870 options granted to

non-employees

during the years ended December 31, 2021 and 2020, respectively.

Valuation Assumptions

The Company’s use of the Black-Scholes option

pricing model to estimate the fair value of stock options granted to employees requires the input of subjective assumptions. These assumptions and estimates are as follows:

Expected volatility

—

Expected volatility is a measure of the amount by which the stock price is expected to fluctuate, Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted-average historical volatility of a group of comparable publicly traded companies over a period of time equal to the expected life of the options.

Expected term

—

The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options vesting term and

contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected term for

non-employee

stock options is the contractual life, or 10 years.

Risk-free rate

—

The Company uses the U.S. Treasury yield for its risk-free interest rate that corresponds with the expected term.

Expected dividend yield

—

The Company utilizes a dividend yield of zero, as it does not currently issue dividends and does not expect to in the future.

The following assumptions were used to calculate the fair value of stock option grants made during the following periods:


	Years Ended December 31,
	2021	2020	2019
Expected volatility	55%	55% – 57%	60%
Expected term (in years)	5.0 – 10.0	5.0 – 7.0	5.0 – 6.9
Risk-free interest rate	0.40% – 1.54%	0.27% – 0.61%	1.65% – 1.75%
Expected dividend yield	—%	—%	—%

Assumptions used in valuing

non-employee

stock options are generally consistent with those used for employee stock options with the exception of expected term discussed above.

based compensation expense for employee and nonemployee options included in the Consolidated Statements of Operations and Comprehensive Loss is as follows during the years ended December 31, 2021, 2020 and 2019 (in thousands):


	Years Ended December 31,
	2021		2020		2019
Cost of revenues	$	44	$	30	$	76
Sales and marketing		1,835		484		680
Product and technology		12,502		431		324
General and administrative		32,399		18,215		2,452

Total share-based compensation	$	46,780	$	19,160	$	3,532

Included in the share-based compensation table above is $0.8 million of expense related to the Earnout Shares allocated to Legacy Sharecare option holders (see Note 2).

The Company’s total unrecognized compensation cost related to options and restricted stock units as of December 31, 2021 was $98.1 million and $13.7 million and is expected to be recognized over a weighted average vesting period of 3.01 and 2.75 years, respectively. The Company’s total unrecognized share

based compensation issued to

non-employees

as of December 31, 2021 was $1.1 million and is expected to be recognized over a weighted average vesting period of 0.50 years.

Noncontrolling Interests	12 Months Ended
Noncontrolling Interests	Dec. 31, 2021
Noncontrolling Interest [Abstract]
Noncontrolling Interests	11. 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 VH acquisition, the Company issued 1,068,900 shares of common stock of HDS-VH. 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 noncontrolling interests classification outside of permanent equity in the Company’s Consolidated Balance Sheets. During the year ended December 31, 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 December 31, 2021.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Operating Leases

The Company leases office space in Sao Paulo, Brazil and Berlin, Germany; and the following states: Arizona, California, Florida, Georgia, Maryland, Massachusetts, New York, North Carolina, Oklahoma, Pennsylvania, Tennessee, and Washington under noncancelable operating leases expiring at various dates through July 2024. Total rent expense was $6.2 million, $6.4 million, and $8.8 million during the years ended December 31, 2021, 2020 and 2019, respectively.

The following is a schedule of future minimum lease payments under the operating leases (in thousands):


Year ending December 31:
2022	$	4,417
2023		1,785
2024		418
2025		—
2026		—
Thereafter		—

	$	6,620

The Company is the lessor in three

non-cancelable

sub-lease

agreements with two companies for the Franklin, Tennessee office space and one company for CareLinx office space in California. The total future minimum rental payments to be received as of December 31, 2021 is $3.1 million.

Purchase Commitments

The following is a schedule of future

non-cancellable

purchase obligations with certain service providers as follows (in thousands):


Year ending December 31:
2022	$	9,725
2023		8,280
2024		2,558
2025		1,500
2026		1,500
Thereafter		6,500

	$	30,063

Letters of Credit

As of December 31, 2021, the Company had outstanding letters of credit totaling $8.9 million issued in connection with routine business requirements.

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 believes that no amount of losses in excess of amounts accrued are reasonably possible.

As of December 31, 2021, the Company has accrued for $8.3 million of estimated contingent liabilities in connection with legal matters related to a sponsorship agreement and a prior acquisition.

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	12 Months Ended
Related-Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related-Party Transactions	13. 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 December 31, 2021 and 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. See Note 7 for further details regarding the terms of the related debt instruments. The Company previously owned a 50% interest in HICCH-SCL. In 2015, the Company and HCA formed HICCH-SCL, a joint venture with HCA, for the purpose of developing a patient scheduling technology. The Company recorded its investment in HICCH-SCL under the equity method of accounting. In August 2020, the Company initiated discussions with HCA to dissolve HICCH-SCL. In connection with its plans, the Company recorded an impairment loss of $3.9 million included within loss from equity method investment on the Consolidated Statements of Operations and Comprehensive Loss, of which $1.2 million related to its investment in HICCH-SCL and $2.7 million related to a short-term loan receivable from HICCH-SCL. The Company’s largest customer was an investor in $20.0 million of the Series B-3 Convertible Notes, had a designated board representative prior to the Business Combination and thus is a related party for 2021. Subsequent to the Business Combination, the customer no longer was considered a related party due to loss of the board seat. The Company recorded revenues from the customer of $48.0 million, $54.0 million and $56.2 million during the years ended December 31, 2021, 2020 and 2019, respectively. In addition, accounts receivable from the customer were $11.5 million and $9.5 million as of December 31, 2021 and 2020, respectively. The number of warrants earned but not issued were 0, 6,185 and 10,544, and were recorded as a reduction of revenue totaling $0, $1.1 million, and $0.5 million, during the years ended December 31, 2021, 2020 and 2019, respectively. The Company has the exclusive right to license the Dr. Dean Ornish Program for Reversing Heart Disease TM , 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 years ended December 31, 2021, 2020 and 2019 totaled $1.2 million. 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 December 31, 2021 and 2020, $2.0 million and $2.2 million, respectively, in notes receivable were outstanding with Sul América. Revenues recognized during the years ended December 31, 2021, 2020 and 2019 totaled $11.6 million, $12.8 million and $18.7 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 December 31, 2021 and 2020, $0 and $0.6 million, respectively, in receivables were outstanding from this company. Revenues recognized for each of the years ended December 31, 2021, 2020 and 2019 totaled $0.3 million, $3.5 million and $4.1 million, respectively. The Company paid less than $0.1 million, $0.3 million and $0.4 million in 2021, 2020 and 2019, 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), is held by a customer that also has an employee that sits on our Board of Directors. As of December 31, 2021, $5.0 million in receivables were outstanding from this related party. Additionally, as of December 31, 2021 and 2020, long-term assets included $5.5 million and $0 of a non-cash payment for up front research and development costs related to the issuance of the Series D Preferred Stock and a related commitment of $2.5 million per year through 2025 related to research and development activities. Revenues recognized from the customer for each of the years ended December 31, 2021, 2020 and 2019 totaled, $17.3 million, $3.9 million and $9.2 million, respectively.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

14. 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, expect share and per share amounts):


	Years Ended December 31,
	2021			2020			2019
Numerator
Net loss	$	(85,129	)	$	(60,461	)	$	(39,437	)
Less: Redeemable noncontrolling interest remeasurement		—			(804	)		—
Less: (Income) loss attributable to noncontrolling interests in subsidiaries		129			443			(543	)

Net loss available to common stockholders	$	(85,000	)	$	(60,822	)	$	(39,980	)
Denominator
Weighted-average common shares outstanding, basic and diluted		281,026,365			215,094,037			205,888,637
Net loss per share attributable to common stockholders, basic and diluted	$	(0.30	)	$	(0.28	)	$	(0.19	)

The Company’s potential dilutive securities, whi

h include stock options, warrants to purchase common stock, and contingently issued shares, have been excluded from the computation of diluted net loss per share 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 shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Years Ended December 31,
	2021		2020		2019
Convertible debt		18,796,999		35,783,839		33,700,921
Stock options		61,896,591		82,154,207		63,242,655
Warrants to purchase common stock		5,665,985		8,507,552		5,505,342
Redeemable convertible preferred stock		3,544,003		—		—
Contingently issuable shares		1,537,463		1,265,205		509,124

Total		91,441,041		127,710,803		102,958,042

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	15. Subsequent Events The Company considers events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through March 31, 2022, the date on which the consolidated financial statements were issued, noting no such material events.

Nature of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation and Unaudited Interim Financial Information

Basis of Presentation

Legacy Sharecare was determined to be the accounting acquirer in the Business Combination based on the following predominant factors at the time of the transaction:

•

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.

Consolidation Policy

SC-WHAI,

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

Reclassifications

Use of Estimates

Concentration of Credit Risk

As of December 31, 2021 and 2020 there was one customer that individually accounted for 11% and 14%, respectively, of the Company’s accounts receivable, net.

Fair Value Measurements

into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities

•

Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability

Assets and Liabilities that are Measured at Fair Value on a

Non-recurring

Basis

Assets and liabilities that may be measured at fair value on a

non-recurring

Accounting Standards Not Yet Adopted

Leases.

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842). Lessees will need to recognize most leases on their balance sheet as a

right-of-use

assets and lease liabilities for operating leases. Our accounting for capital leases will remain substantially unchanged.

Credit Losses.

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU

2016-13”),

available-for-sale

2016-13

are effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements.

Cash and Cash Equivalents

Accounts Receivable and Allowance for Doubtful Accounts

case-by-case

basis and based on historical experience.

The changes in the allowance for doubtful accounts are as follows (in thousands):


	Year Ended December 31,
	2021			2020
Allowance for doubtful accounts – beginning balance	$	5,707		$	3,874
Provision for doubtful accounts		3,029			5,473
Amounts written off and other adjustments		(2,524	)		(3,640	)

Allowance for doubtful accounts – ending balance	$	6,212		$	5,707

Contract Liabilities, Deferred Revenue, Revenue Recognition

Contract Liabilities

In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing

off-market

Deferred Revenue

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

Revenue Recognition

“as-invoiced”

practical expedient.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are

non-cancellable

Property and Equipment

Business Combinations

Nature of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of revenues disaggregated by revenue source

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


	Year Ended December 31,
	2021		2020		2019
Enterprise	$	243,404	$	188,339	$	202,641
Provider		90,921		79,324		80,726
Life Sciences		78,490		61,142		56,174

Total Revenue	$	412,815	$	328,805	$	339,541

Schedule of other expenses (income)

For the years ended December 31, 2021, 2020, and 2019, other income (expense) consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020			2019
Re-measurement of contingent consideration	$	13,447	$	(6,211	)	$	(472	)
Re-measurement of warrant liabilities		12,676		(3,436	)		(94	)
Other		884		(62	)		(242	)

Total other income (expense)	$	27,007	$	(9,709	)	$	(808	)

Business Combination (Tables)

12 Months Ended

Dec. 31, 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)

12 Months Ended

Dec. 31, 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):


	December 31, 2021
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,955	$	—	$	—	$	10,955

Total cash equivalents	$	10,955	$	—	$	—	$	10,955

Liabilities
Warrant liabilities	$	10,820	$	—	$	—	$	10,820
Contingent consideration - other liabilities		—		—		13,897		13,897

Total liabilities at fair value	$	10,820	$	—	$	13,897	$	24,717


	December 31, 2020
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	11,793	$	—	$	—	$	11,793

Total cash equivalents	$	11,793	$	—	$	—	$	11,793

Liabilities
Warrant liabilities	$	—	$	—	$	4,963	$	4,963
Contingent consideration - other liabilities		—		—		9,271		9,271

Total liabilities at fair value	$	—	$	—	$	14,234	$	14,234

Schedule of changes to the warrant liability and contingent consideration

The following is a schedule of changes to the private placement warrant liabilities balance (Level 3 measurements) during 2021 and 2020 (in thousands):


December 31, 2019	$	1,526
Re-measurement of warrants (other (income) expense)		3,437

December 31, 2020		4,963
Re-measurement of warrants (other (income) expense)		(843	)
New private placement warrants assumed in connection with the Business Combination		10,319
Conversion of warrants to common stock in connection with the Business Combination		(10,761	)
Reclassification to Level 1 measurement upon registration of private placement warrants		(3,678	)

December 31, 2021	$	—

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


December 31, 2019	$	702
Contingent consideration from acquisitions		2,358
Re-measurement of contingent consideration (other (income) expense)		6,211

December 31, 2020		9,271
Contingent consideration from acquisition		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 the Business Combination		21,109
Settlement of contingent consideration for WhitehatAI earnout		(595	)
Re-measurement of contingent consideration (other (income) expense)		(13,447	)

December 31, 2021	$	13,897

- Definition

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.

+ References + Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of property and equipment

As of December 31, 2021 and 2020, property and equipment, net consisted of the following (in thousands):


	Estimated Useful Lives (Years)		2021			2020
Computer hardware		3	$	14,379		$	11,750
Furniture/fixtures		5–7		2,055			1,962
Leasehold improvements		1–5		2,678			2,658
Other		Indefinite		18			18

Property and equipment, gross				19,130			16,388
Less: accumulated depreciation				(14,596	)		(12,315	)

Property and equipment, net			$	4,534		$	4,073

Schedule of accrued expense and other current liabilities

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


	2021		2020
Accrued expenses	$	27,050	$	16,243
Accrued compensation		16,428		14,728
Accrued media costs		4,816		5,279
Accrued taxes		1,396		771
Accrued other		1,963		4,648

Total accrued expenses and other current liabilities	$	51,653	$	41,669

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

doc.ai Incorporated

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

The 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		85,811
Accounts payable and other accrued liabilities		(5,965	)
Deferred revenue		(2,274	)
Debt		(904	)
Deferred tax liability		(1,688	)
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		4,006
Other receivables		59
Prepaid expenses		234
Other current assets		344
Developed technology		14,800
Customer relationships		13,300
Trade name		2,600
Other long-term assets		1,789
Goodwill		31,510
Accrued expenses		(1,371	)
Contract liabilities - current		(45	)
Non-current contract liabilities		(53	)
Other long-term liabilities		(2,048	)

Total	$	65,570

Visualize Health [Member]

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

The assets acquired and liabilities assumed in connection with the VH acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):


Accounts receivable	$	650
Developed technology		4,385
Customer relationships		420
Goodwill		5,223
Accounts payable and other accrued liabilities		(47	)
Deferred tax liability		(1,122	)

Total	$	9,509

Mindsciences Inc [Member]

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

The assets acquired and liabilities assumed in connection with the Mindsciences acquisition were recorded at their fair value on the date of acquisition as follows (in thousands):


Cash and cash equivalents	$	140
Accounts receivable		99
Prepaid expenses and other current assets		12
Developed t echnology		1,731
Customer r elationships		388
Goodwill		5,692
Accounts payable and other accrued liabilities		(185	)
Deferred tax liability		(287	)

Total	$	7,590

Goodwill and Other Intangible Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2021 and 2020 were as follows (in thousands):


	December 31, 2021

	Cost		Accumulated Amortization			Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	69,063	$	(24,950	)	$	44,113		9.2
Trade name		6,392		(3,932	)		2,460		5.5
Customer relationships		77,849		(27,468	)		50,381		9.9
Internal use software		121,218		(72,380	)		48,838		2.4

Total definite-lived, intangible assets	$	274,522	$	(128,730	)	$	145,792

Intangible assets not subject to amortization
Internal use software projects in process	$	4,264	$	—		$	4,264
Indefinite-lived, trade names		5,030		—			5,030

Total intangible assets not subject to amortization	$	9,294	$	—		$	9,294

Total intangible assets	$	283,816	$	(128,730	)	$	155,086


	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 during the years ended December 31, 2021 and 2020 (in thousands):


December 31, 2019	$	62,939
Additions		12,080
Foreign currency translation adjustment		717

December 31, 2020		75,736
Additions		117,320
Foreign currency translation adjustment		(614	)

December 31, 2021	$	192,442

Schedule of estimated future amortization expense for intangible assets

The following is a schedule of estimated future amortization expense for intangible assets as of December 31, 2021 (in thousands):


Year ending December 31:
2022	$	34,699
2023		30,094
2024		20,580
2025		11,720
2026		11,367
Thereafter		37,332

Total	$	145,792

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of debt

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


Description	December 31, 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 $313 and $595 as of December 31, 2021 and 2020, respectively, are presented as other long-term assets on the Consolidated Balance Sheets)	$	419	$	13,059
Second Lien Credit Agreement, interest payable at 12.375%, due May 2023 ($40,000 principal amount), and paid in-kind interest of $1,374 as of December 31, 2020		—		39,920
Series B-3 Convertible Notes, interest payable at 10%, due August 2023, ($95,000 principal amount), and paid in-kind interest $7,176 as of December 31, 2020		—		89,037
Series B-4 Convertible Notes, interest payable at 10%, due August 2023, ($25,000 principal amount), and paid in-kind interest of $1,549 as of December 31, 2020		—		24,884
Series B Convertible Notes, interest payable at 10%, due August 2023 ($5,000 principal amount), and paid in-kind interest of $371 as of December 31, 2020		—		4,924
Note payable		—		400

Total debt		419		172,224
Less current portion		—		(400	)

Total long-term debt	$	419	$	171,824

- Definition

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.

+ References

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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

Components of the income tax expense during the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):


	2021			2020			2019
Current expense (benefit):
Foreign	$	133		$	—		$	436
Federal		—			—			(35	)
State		42			47			102

		175			47			503
Deferred expense (benefit):
Foreign		(84	)		154			(427	)
Federal		(1,469	)		(1,404	)		114
State		(643	)		(354	)		23

		(2,196	)		(1,604	)		(290	)

Total income tax expense (benefit)	$	(2,021	)	$	(1,557	)	$	213

Schedule of reconciliation of the U.S. federal statutory income tax rate to effective income tax rate

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:


	2021			2020			2019
Income tax benefit at the federal statutory rate		21.00	%		21.00	%		21.00	%
Change in valuation allowance		(22.43	)%		(23.36	)%		(27.11	)%
State income tax		10.43	%		5.60	%		6.04	%
Permanent: fair market value adjustments		6.29	%		(3.05	)%		(0.30	)%
Deferred: stock compensation		(12.65	)%		—	%		—	%
Transaction costs		1.80	%		—	%		—	%
Research and development credits		1.20	%		—	%		—	%
Legal settlement		(1.20	)%		—	%		—	%
Other		(2.12	)%		2.49	%		—	%

Effective income tax rate		2.32	%		2.68	%		(0.37	)%

Schedule of components of deferred tax assets and liabilities

The components of the deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2021 and 2020 were as follows (in thousands):


	2021			2020
Deferred tax assets:
Net operating losses	$	82,115		$	58,376
Share-based compensation expense		10,798			13,119
Accrued expenses		2,787			2,264
Property and equipment and internal use software		515			461
Contract liabilities		1,705			2,852
Interest expense		14,999			12,220
Tax credits		4,518			488
Deferred revenue		814			989
Intangible assets		12,961			10,754
Intangible assets (indefinite life)		816			963
Other		3,522			4,185
Valuation allowance		(112,146	)		(90,010	)

Total deferred tax assets		23,404			16,661
Deferred tax liabilities:
Intangible assets		(19,762	)		(11,243	)
Intangible assets (indefinite life)		(1,953	)		(1,955	)
Beneficial conversion feature		—			(2,945	)
Other		(1,929	)		(1,007	)

Total deferred tax liabilities		(23,644	)		(17,150	)

Net deferred tax liability	$	(240	)	$	(489	)

Schedule of components of loss from operations before income taxes

The components of loss from operations, before income taxes, are as follows (in thousands):


	2021			2020			2019
Domestic	$	(91,261	)	$	(55,889	)	$	(40,106	)
Foreign		4,111			(2,227	)		882

Total loss before income tax expense	$	(87,150	)	$	(58,116	)	$	(39,224	)

Summary of net operating loss carryforwards

As of December 31, 2021 and 2020, net operating loss carryforwards are as follows (in thousands):


	2021		2020
Net Operating Losses – Federal	$	310,429	$	226,749
Net Operating Losses – State		269,521		165,719
Net Operating Losses – International		3,530		4,948

Total net operating losses	$	583,480	$	397,416

Schedule of changes in valuation allowance for deferred tax assets

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 are as follows (in thousands):


	2021		2020
Valuation allowance as of beginning of the year	$	90,010	$	83,218
Increases to valuation allowance during the year		22,136		6,792

Valuation allowance as of end of year	$	112,146	$	90,010

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

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


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' Deficit (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of warrants issued and outstanding

As of December 31, 2021, all private placement warrants were registered as discussed in Note 3. As of December 31, 2021, the following warrants were issued and outstanding:


Classification	Underlying Security	Warrants Outstanding		Exercise Price per Share
Equity	Common		890,732	$5.61
Liability - Warrants	Common		17,433,334	$11.50

Schedule of restricted stock unit activity

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the year ended December 31, 2021 and 2020 is as follow (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, 2019		72,820,028		$	1.09		5.80	$	25,328
Granted		49,009,272			1.43
Exercised		(352,659	)		0.94				1,217
Cancelled / Forfeited		(13,652,352	)		0.96

Outstanding as of December 31, 2020		107,824,289		$	1.25		7.30	$	341,623		—
Granted		27,779,908			7.85						2,492,323		$	7.39
Exercised / Released		(15,788,241	)		1.04				54,446		(31,250	)		7.42
Cancelled / Forfeited		(3,192,495	)		2.51						(281,132	)	$	7.39

Outstanding as of December 31, 2021		116,623,461		$	2.81		7.64	$	300,125		2,179,941		$	7.39
Vested and/or exercisable as of December 31, 2021		73,712,795		$	1.33		6.91	$	233,440		—		$	—
Vested and/or exercisable as of December 31, 2020		71,937,052		$	1.20		6.30	$	231,621		—		$	—

Schedule of assumptions used to calculate fair value of stock option grants

The following assumptions were used to calculate the fair value of stock option grants made during the following periods:


	Years Ended December 31,
	2021	2020	2019
Expected volatility	55%	55% – 57%	60%
Expected term (in years)	5.0 – 10.0	5.0 – 7.0	5.0 – 6.9
Risk-free interest rate	0.40% – 1.54%	0.27% – 0.61%	1.65% – 1.75%
Expected dividend yield	—%	—%	—%

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


	Years Ended December 31,
	2021		2020		2019
Cost of revenues	$	44	$	30	$	76
Sales and marketing		1,835		484		680
Product and technology		12,502		431		324
General and administrative		32,399		18,215		2,452

Total share-based compensation	$	46,780	$	19,160	$	3,532

Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments for under operating leases

The following is a schedule of future minimum lease payments under the operating leases (in thousands):


Year ending December 31:
2022	$	4,417
2023		1,785
2024		418
2025		—
2026		—
Thereafter		—

	$	6,620

Schedule of future non-cancellable purchase obligations

The following is a schedule of future

non-cancellable

purchase obligations with certain service providers as follows (in thousands):


Year ending December 31:
2022	$	9,725
2023		8,280
2024		2,558
2025		1,500
2026		1,500
Thereafter		6,500

	$	30,063

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 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, expect share and per share amounts):


	Years Ended December 31,
	2021			2020			2019
Numerator
Net loss	$	(85,129	)	$	(60,461	)	$	(39,437	)
Less: Redeemable noncontrolling interest remeasurement		—			(804	)		—
Less: (Income) loss attributable to noncontrolling interests in subsidiaries		129			443			(543	)

Net loss available to common stockholders	$	(85,000	)	$	(60,822	)	$	(39,980	)
Denominator
Weighted-average common shares outstanding, basic and diluted		281,026,365			215,094,037			205,888,637
Net loss per share attributable to common stockholders, basic and diluted	$	(0.30	)	$	(0.28	)	$	(0.19	)

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 shares equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Years Ended December 31,
	2021		2020		2019
Convertible debt		18,796,999		35,783,839		33,700,921
Stock options		61,896,591		82,154,207		63,242,655
Warrants to purchase common stock		5,665,985		8,507,552		5,505,342
Redeemable convertible preferred stock		3,544,003		—		—
Contingently issuable shares		1,537,463		1,265,205		509,124

Total		91,441,041		127,710,803		102,958,042

Nature of Business and Significant Accounting Policies - SPAC Transaction and Basis of Presentation (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Jul. 01, 2021 USD ($) $ / shares shares	Jul. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019
Business combination transaction value	$ 3,820,000
Legacy Sharecare shares converted to common stock \| shares	271,051,959		271,051,959
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Cash paid to Legacy Sharecare stockholders	$ 91,700		$ 91,698
Gross proceeds from Business Combination	$ 571,000
Settlement of debt		$ 178,400
Exchange ratio	71.26
Foreign Tax Credit, Term			3 years
Security Deposit			$ 700	$ 800
Long-Term Foreign Tax Credits			1,400	1,500
Long-Term Asset, Upfront Research And Development Costs			$ 6,100
Deferred Costs, Reverse Recapitalization				$ 2,100
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member] \| One Largest Customer [Member]
Concentration Risk, Percentage			11.00%	16.00%	17.00%
Accounts Receivable [Member] \| Credit Concentration Risk [Member] \| One Largest Customer [Member]
Concentration Risk, Percentage			11.00%	14.00%
Geographic Distribution, Domestic [Member] \| Revenue from Contract with Customer Benchmark [Member] \| Geographic Concentration Risk [Member]
Concentration Risk, Percentage			95.00%	95.00%	94.00%

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 5,616	$ 5,678	$ 5,749
Deferred revenue	11,655	9,907
Cost of revenues
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	1,700
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	3,900		4,100
Contract liabilities
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	5,600	5,700
Deferred revenue	$ 15,500	$ 6,800	$ 6,800

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 131.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	57.00%
Unsatisfied performance obligations expected recognition period	24 years

Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total Revenue	$ 412,815	$ 328,805	$ 339,541
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	243,404	188,339	202,641
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	90,921	79,324	80,726
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 78,490	$ 61,142	$ 56,174

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 32
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Nature of Business and Significant Accounting Policies - Other Expenses (Income) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 13,447	$ (6,211)	$ (472)
Re-measurement of warrant liabilities	12,676	(3,436)	(94)
Other	884	(62)	(242)
Total other (income) expenses	$ 27,007	$ (9,709)	$ (808)

Business Combination - Narrative (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Jul. 01, 2021

USD ($)

$ / shares

Dec. 31, 2021

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

$ / shares

Schedule of Reverse Recapitalization [Line Items]

Exchange ratio

71.26

Redemption of FCAC shares (in shares)

19,864,030

6,002,255

19,864,030

Cash price for redeemed shares (in USD per share) | $ / shares

$ 10.00

Aggregate amount for redemption of FCAC shares | $

^[1]

$ 29,772

Common stock issued, 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 | $

$ 146,400

$ 146,363

Cash paid for issuance costs and advisory fees | $

54,000

$ 54,025

One-time bonus payments | $

$ 11,600

Capital stock authorized (in shares)

615,000,000

Common stock authorized (in shares)

600,000,000

424,353,300

Common stock, par value (in dollars per share) | $ / shares

$ 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]

Aggregate amount for redemption of FCAC shares | $

$ 198,600

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

Business Combination - Net Proceeds from Reverse Recapitalization with FCAC (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 01, 2021	Dec. 31, 2021
Reverse Recapitalization [Abstract]
Cash received from Private Placement financing		$ 425,600
Cash paid to Legacy Sharecare stockholders	$ (91,700)	(91,698)
Cash received from FCAC trust and cash on hand, net of redemptions	146,400	146,363
Cash paid for issuance costs and advisory fees	$ (54,000)	(54,025)
Net proceeds from Reverse Recapitalization with FCAC		$ 426,240

Business Combination - Reconciliation of Number Shares of Common Stock (Details) - shares

3 Months Ended

12 Months Ended

Jul. 01, 2021

Dec. 31, 2021

Dec. 31, 2020

Schedule of Reverse Recapitalization [Line Items]

Shares in Business Combination

^[1]

7,548

Earnout Shares

3,213,000

Less: redemption of FCAC shares

(19,864,030)

(6,002,255)

(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

345,788,707

217,106,957

Sponsor members

Schedule of Reverse Recapitalization [Line Items]

Shares in Business Combination

5,627,250

Common stock outstanding

337,088,179

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

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

Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Cash equivalents
Total cash equivalents	$ 10,955	$ 11,793
Liabilities
Warrants	10,820	4,963
Contingent consideration – other liabilities	13,897	9,271
Liabilities	24,717	14,234
Money market funds
Cash equivalents
Total cash equivalents	10,955	11,793
Level 1
Cash equivalents
Total cash equivalents	10,955	11,793
Liabilities
Warrants	10,820	0
Contingent consideration – other liabilities	0	0
Liabilities	10,820	0
Level 1 \| Money market funds
Cash equivalents
Total cash equivalents	10,955	11,793
Level 2
Cash equivalents
Total cash equivalents	0	0
Liabilities
Warrants	0	0
Contingent consideration – other liabilities	0	0
Liabilities	0	0
Level 2 \| Money market funds
Cash equivalents
Total cash equivalents	0	0
Level 3
Cash equivalents
Total cash equivalents	0	0
Liabilities
Warrants	0	4,963
Contingent consideration – other liabilities	13,897	9,271
Liabilities	13,897	14,234
Level 3 \| Money market funds
Cash equivalents
Total cash equivalents	$ 0	$ 0

Fair Value Measurements - Narrative (Details)	Dec. 31, 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) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Changes in liability
Beginning balance	$ 9,271	$ 702
Contingent consideration from antidilution		2,358
Settlements	(12,682)
Re-measurement		6,211
Ending balance		9,271
Warrant liabilities - private
Changes in liability
Beginning balance	4,963	1,526
Conversions	(10,761)
Assumed in Business Combination	10,319
Re-measurement	(843)	3,437
Reclassification to Level 1 measurement upon registration of private placement warrants	(3,678)
Ending balance	0	$ 4,963
Contingent consideration
Changes in liability
Contingent consideration from antidilution	10,305
Antidilution provision for Series D Preferred Stock	6,387
Conversions	(6,451)
Assumed in Business Combination	21,109
Re-measurement	(13,447)
Settlement upon earnout	(595)
Ending balance	$ 13,897

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Property and equipment, gross	$ 19,130	$ 16,388
Less: accumulated depreciation	(14,596)	(12,315)
Property and equipment, net	4,534	4,073
Computer hardware
Property and Equipment, Net
Property and equipment, gross	$ 14,379	11,750
Estimated useful life (years)	3 years
Furniture/fixtures
Property and Equipment, Net
Property and equipment, gross	$ 2,055	1,962
Furniture/fixtures \| Minimum
Property and Equipment, Net
Estimated useful life (years)	5 years
Furniture/fixtures \| Maximum
Property and Equipment, Net
Estimated useful life (years)	7 years
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 2,678	2,658
Leasehold improvements \| Minimum
Property and Equipment, Net
Estimated useful life (years)	1 year
Leasehold improvements \| Maximum
Property and Equipment, Net
Estimated useful life (years)	5 years
Other
Property and Equipment, Net
Property and equipment, gross	$ 18	$ 18

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 2.7	$ 2.8	$ 2.9

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 27,050	$ 16,243
Accrued compensation	16,428	14,728
Accrued media costs	4,816	5,279
Accrued taxes	1,396	771
Accrued other	1,963	4,648
Total accrued expenses and other current liabilities	$ 51,653	$ 41,669

Acquisitions - Narrative (Details) - USD ($) $ in Thousands						10 Months Ended	12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Aug. 11, 2021	Feb. 22, 2021	Jul. 02, 2020	May 13, 2020	Feb. 12, 2020	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Compensation expense							$ 46,780	$ 19,160	$ 3,532
HDS-VH
Business Acquisition [Line Items]
Controlling interest held by Company					97.00%
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
Revenue of acquiree since acquisition date						$ 17,300
Net loss of acquiree since acquisition date						$ 3,900
doc.ai Incorporated \| Common stock
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum		1,145,790
Equity interest issuable (in shares)		9,039,117
Equity interest issued at closing (in shares)		(8,435,301)
Equity interest issuable on first anniversary (in shares)		603,816
doc.ai Incorporated \| Stock options
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum		485,922
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
Revenue of acquiree since acquisition date							12,100
Net loss of acquiree since acquisition date							$ 4,200
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
Visualize Health [Member]
Business Acquisition [Line Items]
Cash payment to acquire business					$ 2,000
Contingent consideration					1,900
Equity-based consideration					5,000
Transaction related expenses					200
Goodwill, tax deductible					700
Goodwill, not tax deductible					$ 4,500
Mindsciences Inc [Member]
Business Acquisition [Line Items]
Consideration transferred				$ 7,600
Equity-based consideration				1,700
Transaction related expenses				$ 300
Mindsciences Inc [Member] \| Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares)				2,946,744
Mindsciences Inc [Member] \| Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares)				1,092,558
Mindsciences Inc [Member] \| Common Stock Retroactive [Member]
Business Acquisition [Line Items]
Equity interest issuable (in shares)				440,316
Mindsciences Inc [Member] \| Redeemable Convertible Preferred Stock Series C [Member]
Business Acquisition [Line Items]
Equity interest issuable (in shares)				6,179
Mindsciences Inc [Member] \| Common Stock And Equity Options [Member]
Business Acquisition [Line Items]
Equity-based consideration				$ 5,900
Whitehat A I [Member]
Business Acquisition [Line Items]
Consideration transferred			$ 2,700
Contingent consideration			500
Equity-based consideration			2,200
Transaction related expenses			$ 300
Whitehat A I [Member] \| Common stock
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum			1,487,553
Whitehat A I [Member] \| Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares)			1,425,200

Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 11, 2021	Feb. 22, 2021	Dec. 31, 2020	Jul. 02, 2020	May 13, 2020	Feb. 12, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 192,442			$ 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			85,811
Accounts payable and other accrued liabilities			(5,965)
Deferred revenue			(2,274)
Debt			(904)
Other long term liabilities			(302)
Deferred tax liability			(1,688)
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		4,006
Other receivables		59
Prepaid expenses		234
Other current assets		344
Other long term assets		1,789
Goodwill		31,510
Accrued expenses		(1,371)
Contract liabilities - current		(45)
Non-current contract liabilities		(53)
Other long term liabilities		(2,048)
Total		65,570
CareLinx Inc \| Developed technology
Business Acquisition [Line Items]
Intangibles assets		14,800
CareLinx Inc \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets		13,300
CareLinx Inc \| Trade Names [Member]
Business Acquisition [Line Items]
Intangibles assets		$ 2,600
Visualize Health [Member]
Business Acquisition [Line Items]
Accounts receivable							$ 650
Goodwill							5,223
Accounts payable and other accrued liabilities							(47)
Deferred tax liability							(1,122)
Total							9,509
Visualize Health [Member] \| Developed technology
Business Acquisition [Line Items]
Intangibles assets							4,385
Visualize Health [Member] \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets							$ 420
Mindsciences Inc [Member]
Business Acquisition [Line Items]
Cash and cash equivalents						$ 140
Accounts receivable						99
Prepaid expenses						12
Goodwill						5,692
Accounts payable and other accrued liabilities						(185)
Deferred tax liability						(287)
Total						7,590
Mindsciences Inc [Member] \| Developed technology
Business Acquisition [Line Items]
Intangibles assets						1,731
Mindsciences Inc [Member] \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets						$ 388
Whitehat A I [Member]
Business Acquisition [Line Items]
Prepaid expenses					$ 10
Goodwill					1,165
Accounts payable and other accrued liabilities					(241)
Deferred tax liability					(465)
Total					2,723
Whitehat A I [Member] \| Developed technology
Business Acquisition [Line Items]
Intangibles assets					$ 2,254

Goodwill and Other Intangible Assets and Liabilities - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Cost	$ 274,522	$ 171,247
Net	145,792	72,148
Intangible assets not subject to amortization	9,294	6,099
Total intangible assets, cost	283,816	177,346
Total intangible assets, accumulated amortization	(128,730)	(99,099)
Total intangible assets, net	155,086	78,247
Computer Software Projects In Process Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets not subject to amortization	4,264	1,069
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	69,063	38,803
Net	$ 44,113	$ 18,082
Weighted Average Remaining Life	9 years 2 months 12 days	7 years 8 months 12 days
Total intangible assets, accumulated amortization	$ (24,950)	$ (20,721)
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	6,392	3,792
Net	$ 2,460	$ 53
Weighted Average Remaining Life	5 years 6 months	4 years 4 months 24 days
Intangible assets not subject to amortization	$ 5,030	$ 5,030
Total intangible assets, accumulated amortization		(3,739)
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	77,849	47,160
Net	$ 50,381	$ 24,820
Weighted Average Remaining Life	9 years 10 months 24 days	7 years 6 months
Total intangible assets, accumulated amortization	$ (27,468)	$ (22,340)
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	121,218	81,492
Net	$ 48,838	$ 29,193
Weighted Average Remaining Life	2 years 4 months 24 days	2 years 3 months 18 days
Total intangible assets, accumulated amortization	$ (72,380)	$ (52,299)

Goodwill and Other Intangible Assets and Liabilities - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Beginning balance	$ 75,736	$ 62,939
Additions	117,320	12,080
Foreign currency translation adjustment	(614)	717
Ending balance	$ 192,442	$ 75,736

Goodwill and Other Intangible Assets and Liabilities - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 29.9	$ 21.9	$ 20.9

Goodwill and Other Intangible Assets and Liabilities - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Estimated future amortization expense:
2022	$ 34,699
2023	30,094
2024	20,580
2025	11,720
2026	11,367
Thereafter	37,332
Net	$ 145,792	$ 72,148

Debt - Debt Balances (Details) - USD ($) $ in Thousands	12 Months Ended
Debt - Debt Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 419	$ 172,224
Less current portion	0	(400)
Total long-term debt	419	171,824
Senior Secured Credit Agreement, due February 2023 \| Secured debt
Debt Instrument [Line Items]
Total debt	419	13,059
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Other long term assets
Debt Instrument [Line Items]
Debt issuance fees	$ 313	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		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		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		$ 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		371
Note payable \| Note payable
Debt Instrument [Line Items]
Total debt	$ 0	$ 400

Debt - Narrative (Details) $ in Thousands		1 Months Ended	12 Months Ended
Debt - Narrative (Details) $ in Thousands	Jul. 01, 2021	Jul. 31, 2021 USD ($) shares	Dec. 31, 2021 USD ($)
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
Loss on extinguishment of debt		1,100	1,148
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			50,700
Borrowing capacity			$ 60,000
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.75%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Maximum [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.25%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Maximum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate			3.25%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Minimum [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate			1.75%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Minimum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.75%

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current expense (benefit):
Foreign	$ 133	$ 0	$ 436
Federal	0	0	(35)
State	42	47	102
Current income tax expense (benefit)	175	47	503
Deferred expense (benefit):
Foreign	(84)	154	(427)
Federal	(1,469)	(1,404)	114
State	(643)	(354)	23
Deferred income tax expense (benefit)	(2,196)	(1,604)	(290)
Total income tax expense (benefit)	$ (2,021)	$ (1,557)	$ 213

Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax benefit at the federal statutory rate	21.00%	21.00%	21.00%
Change in valuation allowance	(22.43%)	(23.36%)	(27.11%)
State income tax	10.43%	5.60%	6.04%
Permanent: fair market value adjustments	6.29%	(3.05%)	(0.30%)
Deferred: stock compensation	(12.65%)	0.00%	0.00%
Transaction costs	1.80%	0.00%	0.00%
Research and development credits	1.20%	0.00%	0.00%
Legal settlement	(1.20%)	0.00%	0.00%
Other	(2.12%)	2.49%	0.00%
Effective income tax rate	2.32%	2.68%	(0.37%)

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating losses	$ 82,115	$ 58,376
Share-based compensation expense	10,798	13,119
Accrued expenses	2,787	2,264
Property and equipment and internal use software	515	461
Contract liabilities	1,705	2,852
Interest expense	14,999	12,220
Tax credits	4,518	488
Deferred revenue	814	989
Intangible assets	12,961	10,754
Intangible assets (indefinite life)	816	963
Other	3,522	4,185
Valuation allowance	(112,146)	(90,010)	$ (83,218)
Total deferred tax assets	23,404	16,661
Deferred tax liabilities:
Intangible assets	(19,762)	(11,243)
Intangible assets (indefinite life)	(1,953)	(1,955)
Beneficial conversion feature	0	(2,945)
Other	(1,929)	(1,007)
Total deferred tax liabilities	(23,644)	(17,150)
Net deferred tax liability	$ (240)	$ (489)

Income Taxes - Loss from Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract]
Domestic	$ (91,261)	$ (55,889)	$ (40,106)
Foreign	4,111	(2,227)	882
Loss before income tax benefit (expense) and loss from equity method investment	$ (87,150)	$ (58,116)	$ (39,224)

Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 01, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Total net operating losses	$ 583,480	$ 255,300	$ 397,416
Net Operating Losses – Federal
Operating Loss Carryforwards [Line Items]
Total net operating losses	310,429		226,749
Net Operating Losses – State
Operating Loss Carryforwards [Line Items]
Total net operating losses	269,521		165,719
Net Operating Losses – International
Operating Loss Carryforwards [Line Items]
Total net operating losses	$ 3,530		$ 4,948

Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Valuation allowance as of beginning of the year	$ 90,010	$ 83,218
Increases to valuation allowance during the year	22,136	6,792
Valuation allowance as of end of year	$ 112,146	$ 90,010

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 01, 2021
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 583,480,000	$ 397,416,000		$ 255,300,000
Net operating losses, Section 382 limited and available ratably				46,800,000
Net operating losses limited indefinitely				$ 1,500,000
Valuation allowance increase	22,100,000
GILTI tax	400,000
Income taxes paid	52,000	162,000	$ 653,000
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses	310,429,000	226,749,000
Net operating losses not subject to expiration	112,300,000
Income taxes paid	0	$ 0	$ 0
Domestic and State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses	580,000,000.0
Domestic and State and Local Jurisdiction [Member] \| Care Linx [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 56,200,000

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

Dec. 31, 2021

Dec. 31, 2020

Temporary Equity [Line Items]

Net carrying amount

^[1]

$ 58,205

Series A Preferred Stock

Temporary Equity [Line Items]

5,000,000

5,000,000

5,000,000

$ 58,205

Aggregate liquidation preference

$ 50,000

$ 0

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

- Definition

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.

+ References + Details

Redeemable Convertible Preferred Stock - Narrative (Details) $ in Thousands			12 Months Ended
	Jul. 01, 2021 shares	Apr. 07, 2021 USD ($) shares	Dec. 31, 2021 USD ($) d shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Temporary Equity [Line Items]
Aggregate purchase price received			$ 50,000	$ 6,774	$ 25,251
Exchange ratio	71.26
Series D Preferred Stock
Temporary Equity [Line Items]
Issuance of shares \| shares		62,500
Aggregate purchase price received		$ 50,000
Issuance of Series D stock		51,800
Contingent consideration related to anti-dilution provision		6,400
Non-cash payment for up front research and development costs		$ 8,200
Series A Preferred Stock
Temporary Equity [Line Items]
Stock issued upon conversion of convertible securities (in shares) \| shares	5,000,000
Number of shares issued upon conversion \| shares			1
Period until entitlement of forced conversion option			3 years
Conversion metric, common stock closing price as percentage of issue price			130.00%
Conversion metric, threshold trading days \| d			20
Conversion metric, threshold consecutive trading days \| d			30
Common stock
Temporary Equity [Line Items]
Stock issued upon conversion of convertible securities (in shares) \| shares	63,885,490

Common Stock and Stockholders' Deficit - Narrative (Details)
$ in Thousands

3 Months Ended

12 Months Ended

Jul. 01, 2021

Dec. 31, 2021

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

Class of Stock [Line Items]

Exchange ratio

71.26

Common stock authorized (in shares)

600,000,000

424,353,300

Stock Repurchased During Period, Shares

19,864,030

6,002,255

19,864,030

Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized

149,040,940

Common Stock Issuable Upon Exercise Of Stock Options Or Settlement Of Restricted Stock Units

118,803,402

Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period

10 years

Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant

30,237,538

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

27,779,908

49,009,272

Share-based Payment Arrangement, Expense | $

$ 46,780

$ 19,160

$ 3,532

Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $

$ 98,100

Share-based Payment Arrangement, Nonemployee [Member]

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

1,744,046

55,870

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition

6 months

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $

1,100

$ 1,100

Employee Stock Option

Class of Stock [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period

4 years

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate

0.00%

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition

3 years 3 days

Earnout Shares [Member]

Class of Stock [Line Items]

Share-based Payment Arrangement, Expense | $

$ 800

Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $

$ 13,700

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition

2 years 9 months

Contractual and earnout arrangements

Class of Stock [Line Items]

Common stock reserved for future issuance (in shares)

7,826,442

Warrants reserved for future issuance (in shares)

10,173,582

Warrants earned but not issued (in shares)

195,650

Common Stock Earned But Unisssued

132,594

Convertible warrants

Class of Stock [Line Items]

Stock issued upon conversion of convertible securities (in shares)

^[1]

11,647,316

Common stock

Class of Stock [Line Items]

Stock issued upon conversion of convertible securities (in shares)

63,885,490

Common Stock, Shares Issuable

66,555

Common stock | Convertible warrants

Class of Stock [Line Items]

Stock issued upon conversion of convertible securities (in shares)

10,921,334

Warrant Liability [Member]

Class of Stock [Line Items]

Warrants and Rights Outstanding, Term

7 years

Warrants And Rights Outstanding Vesting Period

3 years

Warrant, Equity [Member]

Class of Stock [Line Items]

Warrants and Rights Outstanding, Term

7 years

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

Common Stock and Stockholders' Deficit - Warrants (Details)	Dec. 31, 2021 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	890,732
Exercise price per share (in USD per share) \| $ / shares	$ 5.61
Warrant Liability
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	17,433,334
Exercise price per share (in USD per share) \| $ / shares	$ 11.50

Common Stock and Stockholders' Deficit - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Options Outstanding - Number of Options
Outstanding, beginning (in shares)	107,824,289	72,820,028
Granted (in shares)	27,779,908	49,009,272
Exercised (in shares)	(15,788,241)	(352,659)
Cancelled/Forfeited (in shares)	(3,192,495)	(13,652,352)
Outstanding, ending (in shares)	116,623,461	107,824,289	72,820,028
Vested and exercisable (in shares)	73,712,795	71,937,052
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share)	$ 1.25	$ 1.09
Granted (in USD per share)	7.85	1.43
Exercised (in USD per share)	1.04	0.94
Cancelled/Forfeited (in USD per share)	2.51	0.96
Outstanding, ending (in USD per share)	2.81	1.25	$ 1.09
Vested and exercisable (in USD per share)	$ 1.33	$ 1.20
Options Outstanding - Additional Disclosures
Outstanding, Weighted average remaining contractual term	7 years 7 months 20 days	7 years 3 months 18 days	5 years 9 months 18 days
Vested and exercisable, Weighted average remaining contractual term	6 years 10 months 28 days	6 years 3 months 18 days
Outstanding, Aggregate intrinsic value	$ 300,125	$ 341,623	$ 25,328
Exercised, Aggregate intrinsic value	54,446	1,217
Vested and exercisable, Aggregate intrinsic value	$ 233,440	$ 231,621

Common Stock and Stockholders' Deficit - Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	0
Granted (in shares)	2,492,323
Exercised (in shares)	(31,250)
Cancelled/Forfeited (in shares)	(281,132)
Outstanding, ending (in shares)	2,179,941
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Vested Or Exercisable, Number	0	0
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Granted (in USD per share)	$ 7.39
Outstanding (in USD per share)	7.39
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	7.42
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	7.39
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested Or Exercisable, Weighted Average Grant Date Fair	$ 0	$ 0

Common Stock and Stockholders' Deficit - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 46,780	$ 19,160	$ 3,532
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	44	30	76
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	1,835	484	680
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	12,502	431	324
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 32,399	$ 18,215	$ 2,452

Noncontrolling Interests (Details) - USD ($)

12 Months Ended

Dec. 31, 2020

Dec. 31, 2021

Jun. 30, 2021

Dec. 31, 2019

^[1]

Noncontrolling Interest [Line Items]

Redeemable noncontrolling interest

$ 4,000,000

$ 0

Healthways Brazil

Noncontrolling Interest [Line Items]

Controlling interest held by Company

51.00%

Noncontrolling interest

49.00%

Visualize Health | Common stock of HDS-VH Holdings, Inc

Noncontrolling Interest [Line Items]

Number of shares issued (in shares)

1,068,900

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

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2021 USD ($) SUBLEASE COMPANY	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Loss Contingencies [Line Items]
Rent expense	$ 6.2	$ 6.4	$ 8.8
Future minimum sublease rental payments to be received	$ 3.1
Number of non-cancellable sublease agreements \| sublease \| SUBLEASE	3
Outstanding letters of credit	$ 8.9
Accrued estimated contingent legal liabilities	$ 8.3
TENNESSEE
Loss Contingencies [Line Items]
Number of companies associated with sublease agreements \| company \| COMPANY	2
CALIFORNIA
Loss Contingencies [Line Items]
Number of companies associated with sublease agreements \| company \| COMPANY	1

Related-Party Transactions (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Aug. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 01, 2021	Dec. 31, 2015
H I C C H S C L [Member]
Related Party Transaction [Line Items]
Equity method investment ownership (percent)						50.00%
Equity method investment impairment	$ 3.9
Equity method investment impairment, investment component	1.2
Equity method investment impairment, short-term receivable component	$ 2.7
Sharecare Brasil Servicios de Consultoria, Ltda \| Sul América
Related Party Transaction [Line Items]
Noncontrolling interest		49.00%
Largest customer and investor in convertible notes
Related Party Transaction [Line Items]
Revenue from related parties		$ 48.0	$ 54.0	$ 56.2
Accounts receivable, related parties		$ 11.5	$ 9.5
Related party investment in convertible notes					$ 20.0
Warrants earned but not issued during period (in shares)		0	6,185	10,544
Reduction to revenue for warrants earned but not issued		$ 0.0	$ 1.1	$ 0.5
Dr. Ornish, MD \| Royalty agreement
Related Party Transaction [Line Items]
Royal fee guaranteed amount		$ 1.2
Royal fee guaranteed percentage of revenue		15.00%
Expenses, related party transactions		$ 1.2	1.2	1.2
Sul América
Related Party Transaction [Line Items]
Revenue from related parties		11.6	12.8	18.7
Accounts receivable, related parties		2.0	2.2
Sales and sales support services entity
Related Party Transaction [Line Items]
Revenue from related parties		0.3	3.5	4.1
Accounts receivable, related parties		0.0	0.6
Sales and sales support services entity \| Sales and sales support services
Related Party Transaction [Line Items]
Expenses, related party transactions		0.1	0.3	0.4
Board of Directors related customer
Related Party Transaction [Line Items]
Revenue from related parties		17.3	3.9	$ 9.2
Accounts receivable, related parties		5.0
Upfront research and development cost asset		5.5	0.0
Annual commitment through 2025 related to research and development activities		2.5
Convertible debt \| Series B, B-3 and B-4, convertible debt
Related Party Transaction [Line Items]
Due to related parties		$ 0.0	$ 75.7

Net Loss Per Share - Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Numerator

Net loss

$ (85,129)

$ (60,461)

$ (39,437)

Less: Redeemable noncontrolling interest remeasurement

(804)

Less: (Income) loss attributable to noncontrolling interests in subsidiaries

^[1]

129

443

(543)

Net loss available to common stockholders, basic

85,000

60,822

39,980

Net loss available to common stockholders, diluted

$ 85,000

$ 60,822

$ 39,980

Denominator

Weighted-average common shares outstanding, basic (in shares)

^[1]

281,026,365

215,094,037

205,888,637

Weighted-average common shares outstanding, diluted (in shares)

^[1]

281,026,365

215,094,037

205,888,637

Net loss per share attributable to common stockholders, basic (in USD per share)

^[1]

$ (0.30)

$ (0.28)

$ (0.19)

Net loss per share attributable to common stockholders, diluted (in USD per share)

^[1]

$ (0.30)

$ (0.28)

$ (0.19)

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

Net Loss Per Share - Anti-dilutive Common Stock Equivalents (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	91,441,041	127,710,803	102,958,042
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	18,796,999	35,783,839	33,700,921
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	61,896,591	82,154,207	63,242,655
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	5,665,985	8,507,552	5,505,342
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	3,544,003	0	0
Contingently issued shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	1,537,463	1,265,205	509,124

Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 4,417
2023	1,785
2024	418
2025	0
2026	0
Thereafter	0
Future minimum lease payments	$ 6,620

Commitments and Contingencies - Future Non-cancellable Purchase Obligations (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
2022	$ 9,725
2023	8,280
2024	2,558
2025	1,500
2026	1,500
Thereafter	6,500
Future non-cancellable purchase obligations	$ 30,063

Common Stock and Stockholders' Deficit - Valuation Assumptions (Details) - Share-based Payment Arrangement, Option [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Expected volatility, minimum (percent)		55.00%
Expected volatility, maximum (percent)		57.00%
Expected volatility (percent)	55.00%		60.00%
Risk-free interest rate, minimum (percent)	0.40%	0.27%	1.65%
Risk-free interest rate, maximum (percent)	1.54%	0.61%	1.75%
Maximum [Member]
Expected term (in years)	10 years	7 years	6 years 10 months 24 days
Minimum [Member]
Expected term (in years)	5 years	5 years	5 years

Nature of Business and Significant Accounting Policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Trade name
Finite-Lived Intangible Asset, Useful Life	4 years
Maximum [Member] \| Internal use software
Finite-Lived Intangible Asset, Useful Life	5 years
Maximum [Member] \| Technology – features/content
Finite-Lived Intangible Asset, Useful Life	15 years
Maximum [Member] \| Customer relationships
Finite-Lived Intangible Asset, Useful Life	16 years
Minimum [Member] \| Internal use software
Finite-Lived Intangible Asset, Useful Life	3 years
Minimum [Member] \| Technology – features/content
Finite-Lived Intangible Asset, Useful Life	7 years
Minimum [Member] \| Customer relationships
Finite-Lived Intangible Asset, Useful Life	9 years

Nature of Business and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Allowance for doubtful accounts – beginning balance	$ 5,707	$ 3,874
Provision for doubtful accounts	3,029	5,473
Amounts written off and other adjustments	(2,524)	(3,640)
Allowance for doubtful accounts – ending balance	$ 6,212	$ 5,707

Nature of Business and Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Contributions	$ 1.5	$ 1.0	$ 1.1

Nature of Business and Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Advertising Expense	$ 8.8	$ 6.8	$ 7.3

Nature of Business and Significant Accounting Policies - Revenue Recognition (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) COMPANY performance_obligation	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Performance-based fees not recognized as revenue	$ 3.9	$ 5.9
Performance-based revenue recognized	10.0	12.5	$ 12.3
Performance-based revenue recognized but not yet settled with customers	5.7	$ 7.3	$ 3.4
Revenue recognized related to services provided in prior period	$ 3.4
Enterprise [Member]
Measurement period	1 year
Enterprise Blue Zone Solutions [Member]
Number of performance obligations \| performance_obligation \| performance_obligation	2
Enterprise Licensing Artificial Intelligence Modules [Member]
Number of performance obligations \| performance_obligation \| COMPANY	2
Minimum [Member] \| Enterprise [Member]
Settlement process term	6 months
Maximum [Member] \| Enterprise [Member]
Settlement process term	8 months