0001816233-22-000012 | 10-Q | XBRL Viewer

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Leases - Supplemental Cash Flow Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Leases [Abstract]
Payments for operating leases included in cash from operating activities	$ 1,896
Assets obtained in exchange for operating lease obligations	$ 849

Nature of Business and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of revenues disaggregated by revenue source

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


	Three Months Ended March 31,
	2022		2021
Enterprise	$	59,771	$	54,135
Provider	24,717		20,009
Life Sciences	16,222		16,058
Total Revenue	$	100,710	$	90,202

Schedule of other expenses (income)

For the three months ended March 31, 2022 and 2021, other income (expenses) consisted of the following (in thousands):


	Three Months Ended March 31,
	2022		2021
Re-measurement of contingent consideration	$	6,777	$	(6,977)
Re-measurement of warrant liabilities	5,591		(4,771)
Other	477		(130)
Total other income (expenses)	$	12,845	$	(11,878)

Fair Value Measurements - Changes to Warrant Liability and Contingent Consideration (Details) - Contingent consideration $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Changes in liability
Beginning balance	$ 13,897
Settlement of contingent consideration for HDS retained shares	(1,905)
Re-measurement of contingent consideration	(6,777)
Ending balance	$ 5,215

Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	2,179,941
Granted (in shares)	7,968,873
Exercised (in shares)	(73,617)
Cancelled/Forfeited (in shares)	(363,465)
Outstanding, ending (in shares)	9,711,732
Vested and exercisable (in shares)	0	0
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Outstanding, beginning (in USD per share)	$ 7.39
Granted (in USD per share)	3.80
Released (in USD per share)	4.97
Forfeited (in USD per share)	5.78
Outstanding, ending (in USD per share)	4.52
Vested and exercisable (in USD per share)	$ 0	$ 0

Nature of Business and Significant Accounting Policies - Other Expenses (Income) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 6,777	$ (6,977)
Re-measurement of warrant liabilities	5,591	(4,771)
Other	477	(130)
Total other income (expenses)	$ 12,845	$ (11,878)

Leases - Narrative (Details) $ in Thousands	3 Months Ended
Leases - Narrative (Details) $ in Thousands	Mar. 31, 2022 USD ($) lease company	Mar. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease liabilities	$ 8,233
Operating lease expense		$ 1,600
Number of sub-lease agreements \| lease	3
Sublease income	$ 500
Future minimum rental payments to be received on subleases	$ 2,400
Tennessee
Lessee, Lease, Description [Line Items]
Number of companies with sub-leases \| company	2
California
Lessee, Lease, Description [Line Items]
Number of companies with sub-leases \| company	1
ASU 2016-02
Lessee, Lease, Description [Line Items]
ROU assets			$ 8,100
Operating lease liabilities			$ 9,200

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesAs a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets, with the exception of its German French and Brazilian operations. For the three months ended March 31, 2022, the Company recognized income tax expense of $0.1 million, primarily due to tax on foreign income. For the three months ended March 31, 2021, the Company recognized an income tax expense of $0.1 million, primarily due to tax on separately filed state returns.

- 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.

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+ Details

Related-Party Transactions	3 Months Ended
Related-Party Transactions	Mar. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions Sul América Serviços de Saúde S.A. (Sul América), is a customer of and owns a 49% interest in Sharecare Brasil Servicios de Consultoria, Ltda. As of March 31, 2022 and December 31, 2021, $2.3 million and $2.0 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three month period ended March 31, 2022 and 2021 totaled $2.6 million and $3.0 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. Revenues recognized for the three months ended March 31, 2022 and 2021 totaled $0 and $0.3 million, respectively. The Company paid $0 and less than $0.1 million for the three months ended March 31, 2022 and 2021, respectively, in connection with these services. The Series A Preferred Stock is held by a customer that also has an employee serving on our Board of Directors. As of March 31, 2022 and December 31, 2021, $5.5 million and $5.0 million, respectively, in receivables were outstanding from this related party. Additionally, as of March 31, 2022 and December 31, 2021, long-term assets included $5.1 million and $5.5 million, respectively, of a non-cash payment for up front research and development costs related to the issuance of the Series A Preferred Stock and a related commitment of $2.5 million per year through 2025 related to research and development activities. The Company also paid $0.5 million and $0.4 million related to administration fees and stop-loss coverage for employee health insurance for the three months ended March 31, 2022 and 2021, respectively. Revenues recognized for the three months ended March 31, 2022 and 2021 totaled $4.9 million and $0.7 million, respectively.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Matters From time to time, the Company is subject to litigation in the normal course of business. The Company is of the opinion that, based on the information presently available, the resolution of any such legal matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company has accrued for losses that are both probable and estimable. We are also party to investigations and legal disputes and losses related to certain matters that are reasonably possible, but at this time, we cannot estimate a loss or range of losses.

Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total Revenue	$ 100,710	$ 90,202
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	59,771	54,135
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	24,717	20,009
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 16,222	$ 16,058

- 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.

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+ Details

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of effect of the adoption of ASU 2016-02 on key financial statement line items

The effect of the January 1, 2022 adoption on key financial statement line items as of March 31, 2022 is as follows (in thousands):


	March 31, 2022
Balance Sheet:	Financial position if ASU 2016-02 had not been adopted on January 1, 2022		As reported under ASU 2016-02 adoption		$ Change	% Change
Prepaid expenses	$	12,078	$	11,659	(419)	(3)	%
Other long-term assets	$	12,373	$	19,963	7,590	61	%
Total assets	$	732,059	$	739,230	7,171	1	%
Accrued expenses and other current liabilities	$	48,936	$	54,699	5,763	12	%
Contract liabilities, current	$	3,884	$	3,061	(823)	(21)	%
Contract liabilities, noncurrent	$	1,308	$	1,099	(209)	(16)	%
Other long-term liabilities	$	11,285	$	13,725	2,440	22	%
Total liabilities	$	111,049	$	118,220	7,171	6	%

Schedule of operating lease costs, lease term and discount rate

The components of operating lease costs, lease term and discount rate for three months ended March 31, 2022 are as follows (in thousands, except lease term and discount):


	Three Months Ended March 31, 2022
Operating lease costs	$	1,591
Variable lease costs	535
Short-term lease expense	43
Total operating lease costs	$	2,169

Weighted-average remaining lease term (years):
Operating leases	1.94

Weighted-average discount rate:
Operating leases	4.5		%

Schedule of supplemental cash flow information related to leases

Supplemental cash flow information related to leases for the three months ended March 31, 2022 are as follows (in thousands):


	Three Months Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	1,896
Assets obtained in exchange for lease obligations:
Operating leases	$	849

Schedule of estimated future minimum payment obligations for non-cancelable operating leases

Estimated future minimum payment obligations for non-cancelable operating leases are as follows as of March 31, 2022 (in thousands):


Leases:	Operating Leases
Remainder of 2022	$	4,767
2023	2,518
2024	661
2025	248
2026	256
2027	241
Thereafter	—
Total undiscounted future cash flows	8,691
Less: Imputed interest	(458)
Present value of lease liabilities	$	8,233

Lease liabilities, current	5,763
Lease liabilities, noncurrent	2,470
Present value of lease liabilities	$	8,233

Common Stock and Stockholders' Equity - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 33,110	$ 12,026
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	118	21
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,544	348
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,027	8,906
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 30,421	$ 2,751

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 4.1		$ 3.9
Performance-based revenue recognized	1.9	$ 1.6
Performance-based revenue recognized but not yet settled with customers	4.6	$ 3.2
Revenue recognized related to services provided in prior period	$ 0.3
Enterprise
Disaggregation of Revenue [Line Items]
Measurement period	1 year
Enterprise \| Minimum
Disaggregation of Revenue [Line Items]
Settlement process term	6 months
Enterprise \| Maximum
Disaggregation of Revenue [Line Items]
Settlement process term	8 months

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 6,740	$ 6,212
Stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares, issued	349,082,480	345,788,707
Common stock, shares, outstanding	349,082,480	345,788,707
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	5,000,000
Redeemable convertible preferred stock, shares issued	5,000,000	5,000,000
Redeemable convertible preferred stock, shares outstanding	5,000,000	5,000,000
Redeemable convertible preferred stock, aggregate liquidation preference	$ 50,000	$ 50,000

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Definite-lived, intangible assets
Cost	$ 285,690
Accumulated Amortization	(137,921)
Net	147,769
Intangible assets not subject to amortization
Intangible assets not subject to amortization	9,391
Total intangible assets
Total intangible assets, cost	295,081
Total intangible assets, accumulated amortization	(137,921)
Total intangible assets, net	157,160	$ 155,086
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	4,361
Trade name
Intangible assets not subject to amortization
Intangible assets not subject to amortization	5,030
Technology – features/content
Definite-lived, intangible assets
Cost	68,995
Accumulated Amortization	(26,326)
Net	$ 42,669
Weighted Average Remaining Life	9 years
Total intangible assets
Total intangible assets, accumulated amortization	$ (26,326)
Trade name
Definite-lived, intangible assets
Cost	6,392
Accumulated Amortization	(4,043)
Net	$ 2,349
Weighted Average Remaining Life	5 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (4,043)
Customer relationships
Definite-lived, intangible assets
Cost	77,849
Accumulated Amortization	(28,989)
Net	$ 48,860
Weighted Average Remaining Life	9 years 8 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (28,989)
Internal-use software
Definite-lived, intangible assets
Cost	132,454
Accumulated Amortization	(78,563)
Net	$ 53,891
Weighted Average Remaining Life	2 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (78,563)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss	$ (38,299)	$ (31,358)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	9,878	6,683
Non-cash interest expense	233	1,910
Amortization of contract liabilities	(1,095)	(1,401)
Accretion of contract liabilities	220	390
Lease right-of-use assets expense	1,503	0
Change in fair value of warrant liability and contingent consideration	(12,368)	11,748
Share-based compensation	33,110	12,026
Deferred income taxes	175	(29)
Other	846	(926)
Changes in operating assets and liabilities:
Accounts receivable, net and other receivables	7,931	(16,910)
Prepaid expenses and other assets	(1,624)	(7,621)
Accounts payable and accrued expense	(11,640)	3,710
Operating lease liabilities	(1,810)	0
Deferred revenue	848	17,092
Net cash used in operating activities	(12,092)	(4,686)
Cash flows from investing activities:
Acquisition of doc.ai	0	(2,784)
Purchases of property and equipment	(548)	(234)
Capitalized internal-use software costs	(7,462)	(6,073)
Net cash used in investing activities	(8,010)	(9,091)
Cash flows from financing activities:
Proceeds from issuance of debt	0	20,000
Repayment of debt	0	(3)
Proceeds from exercise of common stock options	2,337	2,020
Payments on financing lease obligations	(84)	(233)
Financing costs in conjunction with the issuance of debt	0	(1)
Net cash provided by financing activities	2,253	21,783
Effect of exchange rates on cash and cash equivalents	50	(122)
Net (decrease) increase in cash and cash equivalents	(17,799)	7,884
Cash and cash equivalents at beginning of period	271,105	22,603
Cash and cash equivalents at end of period	253,306	30,487
Supplemental disclosure of cash flow information:
Cash paid for interest	258	2,247
Cash paid for income taxes	$ 0	$ 32

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

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	4,204
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	31,312
Accrued expenses	(1,371)
Contract liabilities - current	(45)
Noncurrent contract liabilities	(53)
Other long-term liabilities	(2,048)
Total	$	65,570

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 were as follows (in thousands):


	March 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	68,995	$	(26,326)	$	42,669	9.0
Trade name	6,392		(4,043)		2,349		5.3
Customer relationships	77,849		(28,989)		48,860		9.7
Internal-use software	132,454		(78,563)		53,891		2.3
Total definite-lived, intangible assets	$	285,690	$	(137,921)	$	147,769

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,361	$	—	$	4,361
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,391		—		9,391
Total intangible assets	$	295,081	$	(137,921)	$	157,160

Schedule of intangible assets, not subject to amortization

Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2022 were as follows (in thousands):


	March 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	68,995	$	(26,326)	$	42,669	9.0
Trade name	6,392		(4,043)		2,349		5.3
Customer relationships	77,849		(28,989)		48,860		9.7
Internal-use software	132,454		(78,563)		53,891		2.3
Total definite-lived, intangible assets	$	285,690	$	(137,921)	$	147,769

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,361	$	—	$	4,361
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,391		—		9,391
Total intangible assets	$	295,081	$	(137,921)	$	157,160

Schedule of carrying amount of goodwill

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


December 31, 2021	$	192,442
Purchase accounting opening balance sheet adjustment	(198)
Foreign currency translation adjustment	(203)
March 31, 2022	$	192,041

Schedule of estimated future amortization expense for intangible assets

The following is a schedule of estimated future amortization expense for intangible assets as of March 31, 2022 (in thousands):


Year ending December 31:
Remainder of 2022	$	28,578
2023	33,844
2024	24,342
2025	12,340
2026	11,359
Thereafter	37,306
Total	$	147,769

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible assets as of March 31, 2022 were as follows (in thousands):


	March 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	68,995	$	(26,326)	$	42,669	9.0
Trade name	6,392		(4,043)		2,349		5.3
Customer relationships	77,849		(28,989)		48,860		9.7
Internal-use software	132,454		(78,563)		53,891		2.3
Total definite-lived, intangible assets	$	285,690	$	(137,921)	$	147,769

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,361	$	—	$	4,361
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,391		—		9,391
Total intangible assets	$	295,081	$	(137,921)	$	157,160

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


December 31, 2021	$	192,442
Purchase accounting opening balance sheet adjustment	(198)
Foreign currency translation adjustment	(203)
March 31, 2022	$	192,041

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 for intangible assets during the three months ended March 31, 2022 and 2021 totaled $9.2 million and $6.0 million, respectively. Amortization expense is included in depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss.

The following is a schedule of estimated future amortization expense for intangible assets as of March 31, 2022 (in thousands):


Year ending December 31:
Remainder of 2022	$	28,578
2023	33,844
2024	24,342
2025	12,340
2026	11,359
Thereafter	37,306
Total	$	147,769

Leases - Effect of Adoption of ASU 2016-02 (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet
Prepaid expenses	$ 11,659	$ 8,819
Other long-term assets	19,963	12,173
Total assets	739,230	755,201
Accrued expenses and other current liabilities	54,699	51,653
Contract liabilities, current	3,061	4,597
Contract liabilities, noncurrent	1,099	1,745
Other long-term liabilities	13,725	24,116
Total liabilities	118,220	$ 132,160
ASU 2016-02 \| Financial position if ASU 2016-02 had not been adopted on January 1, 2022
Balance Sheet
Prepaid expenses	12,078
Other long-term assets	12,373
Total assets	732,059
Accrued expenses and other current liabilities	48,936
Contract liabilities, current	3,884
Contract liabilities, noncurrent	1,308
Other long-term liabilities	11,285
Total liabilities	111,049
ASU 2016-02 \| Change
Balance Sheet
Prepaid expenses	(419)
Other long-term assets	7,590
Total assets	7,171
Accrued expenses and other current liabilities	5,763
Contract liabilities, current	(823)
Contract liabilities, noncurrent	(209)
Other long-term liabilities	2,440
Total liabilities	$ 7,171
Percent Change
Prepaid expenses, change (percent)	(3.00%)
Other long-term assets, change (percent)	61.00%
Total assets, change (percent)	1.00%
Accrued expenses, change (percent)	12.00%
Contract liabilities, current, change (percent)	(21.00%)
Contract liabilities, non-current, change (percent)	(16.00%)
Other long-term liabilities, change (percent)	22.00%
Total liabilities, change (percent)	6.00%

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 253,306	$ 271,105
Accounts receivable, net (net of allowance for doubtful accounts of $6,740 and $6,212, respectively)	95,252	103,256
Other receivables	2,866	5,327
Prepaid expenses	11,659	8,819
Other current assets	2,579	2,459
Total current assets	365,662	390,966
Property and equipment, net	4,404	4,534
Other long-term assets	19,963	12,173
Intangible assets, net	157,160	155,086
Goodwill	192,041	192,442
Total assets	739,230	755,201
Current liabilities:
Accounts payable	27,320	27,155
Accrued expenses and other current liabilities	54,699	51,653
Deferred revenue	12,503	11,655
Contract liabilities, current	3,061	4,597
Debt, current	584	0
Total current liabilities	98,167	95,060
Contract liabilities, noncurrent	1,099	1,745
Warrant liabilities	5,229	10,820
Long-term debt	0	419
Other long-term liabilities	13,725	24,116
Total liabilities	118,220	132,160
Commitments and contingencies
Series A redeemable convertible preferred stock, $0.0001 par value; 5,000,000 shares authorized; 5,000,000 shares issued and outstanding, aggregate liquidation preference of $50,000 as of March 31, 2022 and December 31, 2021	58,205	58,205
Stockholders’ equity:
Common stock $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 349,082,480 and 345,788,707 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	35	35
Additional paid-in capital	1,078,201	1,042,164
Accumulated other comprehensive loss	(2,130)	(2,061)
Accumulated deficit	(515,314)	(477,113)
Total Sharecare stockholders’ equity	560,792	563,025
Noncontrolling interest in subsidiaries	2,013	1,811
Total stockholders’ equity	562,805	564,836
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 739,230	$ 755,201

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 1,095	$ 1,401
Deferred revenue	12,503		$ 11,655
Revenue recognized that was previously in deferred revenue	$ 8,100
Minimum
Disaggregation of Revenue [Line Items]
Contractual service period (in months)	6 months
Maximum
Disaggregation of Revenue [Line Items]
Contractual service period (in months)	12 months
Cost of revenues
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 400	400
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 700	$ 1,000

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 92	$ 85

- Definition

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

+ References + Details

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through May 12, 2022, the date the consolidated financial statements were available to be issued and, as a result, is reporting the following: On May 11, 2022, the board authorized a $50 million share repurchase program. Repurchases under the program may be made in the Company’s discretion from time to time in the open market prior to December 31, 2022, in privately negotiated transactions, or otherwise, in accordance with all securities laws and regulations, with the amount and timing of repurchases depending on market conditions and corporate needs. The repurchase program does not obligate the Company to acquire any particular amount of Common Stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. The Company expects to fund repurchases with existing cash and cash equivalents. On May 11, 2022, the Company and certain subsidiaries of the Company entered into Amendment No. 8 to the Senior Secured Credit Agreement pursuant to which the minimum EBITDA financial covenant contained therein was amended for each fiscal quarter ending during the period from March 31, 2022 through September 30, 2022.

Balance Sheet Components

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Accrued Expenses and Other Current Liabilities

As of March 31, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Accrued expenses	$	27,577	$	27,050
Accrued compensation	15,034		16,428
Accrued media costs	2,702		4,816
Accrued taxes	1,353		1,396
Operating lease liabilities, current	5,763		—
Accrued other	2,270		1,963
Total accrued expenses and other current liabilities	$	54,699	$	51,653

Balance Sheet Components (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 27,577	$ 27,050
Accrued compensation	15,034	16,428
Accrued media costs	2,702	4,816
Accrued taxes	1,353	1,396
Operating lease liabilities, current	5,763	0
Accrued other	2,270	1,963
Total accrued expenses and other current liabilities	$ 54,699	$ 51,653

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

On January 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842) using the optional transition method resulting in a cumulative-effect adjustment to the Consolidated Balance Sheets. Comparative financial statements of prior periods have not been adjusted to apply the new method retrospectively. The new method of accounting was applied only to leases that have ongoing minimum lease commitments after January 1, 2022, excluding short-term leases. As of the adoption date, the Company recognized total ROU assets of $8.1 million, with corresponding lease liabilities of $9.2 million on the Consolidated Balance Sheets. The adoption did not impact the beginning accumulated deficit, or prior year Consolidated Statements of Operations and Comprehensive Loss and Statements of Cash Flows. Finance leases are immaterial.

The effect of the January 1, 2022 adoption on key financial statement line items as of March 31, 2022 is as follows (in thousands):


	March 31, 2022
Balance Sheet:	Financial position if ASU 2016-02 had not been adopted on January 1, 2022		As reported under ASU 2016-02 adoption		$ Change	% Change
Prepaid expenses	$	12,078	$	11,659	(419)	(3)	%
Other long-term assets	$	12,373	$	19,963	7,590	61	%
Total assets	$	732,059	$	739,230	7,171	1	%
Accrued expenses and other current liabilities	$	48,936	$	54,699	5,763	12	%
Contract liabilities, current	$	3,884	$	3,061	(823)	(21)	%
Contract liabilities, noncurrent	$	1,308	$	1,099	(209)	(16)	%
Other long-term liabilities	$	11,285	$	13,725	2,440	22	%
Total liabilities	$	111,049	$	118,220	7,171	6	%

Under Topic 842, the Company determines if an arrangement is a lease at inception. Operating lease ROU assets and liabilities are included in other long-term assets, accrued expenses and other current liabilities, and other long-term liabilities in the Consolidated Balance Sheets. Finance lease ROU assets and liabilities are included in property and equipment, accounts payable, and other long-term liabilities in the Consolidated Balance Sheets.

Operating ROU assets and lease liabilities are recognized based on the present value of the future fixed lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company used its quarterly incremental borrowing rate based on the information available that corresponds to each lease commencement date and lease term when determining the present value of future payments for operating leases.

The Company operating leases principally involve office space. 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 noncancellable operating leases expiring at various dates through November 2027.

These leases may contain variable non-lease components consisting of common area maintenance, operating expenses, insurance, and similar costs of the office space that we occupy. The Company has adopted the practical expedient to not separate these non-lease components from the lease components and instead account for them as a single lease component for

all of the leases. The operating lease ROU assets include future fixed lease payments made as well as any initial direct costs incurred and exclude lease incentives. Variable lease payments are not included within the operating lease ROU assets or lease liabilities and are expensed in the period in which they are incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has elected to not record operating lease ROU assets and liabilities for short-term leases that have a term of twelve months or less. Lease expense includes short-term lease cost which is not material to the Consolidated Financial Statements.

The components of operating lease costs, lease term and discount rate for three months ended March 31, 2022 are as follows (in thousands, except lease term and discount):


	Three Months Ended March 31, 2022
Operating lease costs	$	1,591
Variable lease costs	535
Short-term lease expense	43
Total operating lease costs	$	2,169

Weighted-average remaining lease term (years):
Operating leases	1.94

Weighted-average discount rate:
Operating leases	4.5		%

Operating lease expense was $1.6 million for the three months ended March 31, 2021, under ASC 840. The Company is also 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. Sublease income for the three months ended March 31, 2022 was $0.5 million.

Supplemental cash flow information related to leases for the three months ended March 31, 2022 are as follows (in thousands):


	Three Months Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	1,896
Assets obtained in exchange for lease obligations:
Operating leases	$	849

Estimated future minimum payment obligations for non-cancelable operating leases are as follows as of March 31, 2022 (in thousands):


Leases:	Operating Leases
Remainder of 2022	$	4,767
2023	2,518
2024	661
2025	248
2026	256
2027	241
Thereafter	—
Total undiscounted future cash flows	8,691
Less: Imputed interest	(458)
Present value of lease liabilities	$	8,233

Lease liabilities, current	5,763
Lease liabilities, noncurrent	2,470
Present value of lease liabilities	$	8,233

The total future minimum rental payments related to the aforementioned subleases to be received as of March 31, 2022 is $2.4 million.

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

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Numerator

Net loss

$ (38,299)

$ (31,358)

Less: Net loss attributable to noncontrolling interest in subsidiaries

106

Loss available to common stockholders, basic

(38,201)

(31,252)

Loss available to common stockholders, diluted

$ (38,201)

$ (31,252)

Denominator

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

^[1]

344,891,335

223,191,871

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

^[1]

344,891,335

223,191,871

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

^[1]

$ (0.11)

$ (0.14)

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

^[1]

$ (0.11)

$ (0.14)

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

Leases - Estimated Future Minimum Payment Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Estimated Future Minimum Payment Obligations
Remainder of 2022	$ 4,767
2023	2,518
2024	661
2025	248
2026	256
2027	241
Thereafter	0
Total undiscounted future cash flows	8,691
Less: Imputed interest	(458)
Present value of lease liabilities	8,233
Operating Lease Liabilities
Lease liabilities, current	5,763	$ 0
Lease liabilities, noncurrent	2,470
Present value of lease liabilities	$ 8,233

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of fair value hierarchy for assets and liabilities measured at fair value

The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of March 31, 2022 (in thousands):


	March 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,671	$	—	$	—	$	10,671
Total cash equivalents at fair value	$	10,671	$	—	$	—	$	10,671

Liabilities
Warrant liabilities	$	5,229	$	—	$	—	$	5,229
Contingent consideration – other liabilities	—		—		5,215		5,215
Total liabilities at fair value	$	5,229	$	—	$	5,215	$	10,444

Schedule of changes to the warrant liability and contingent consideration

The following is a schedule of changes to the contingent consideration — other current liabilities classified as Level 3 for the periods presented (in thousands):


December 31, 2021	$	13,897
Settlement of contingent consideration for HDS retained shares	(1,905)
Re-measurement of contingent consideration	(6,777)
March 31, 2022	$	5,215

- 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

Nature of Business and Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Nature of Business

Sharecare, Inc. (“Sharecare” or the “Company”) was founded in 2009 to develop an interactive health and wellness platform and began operations in October 2010. Sharecare’s virtual health platform is designed to help people, patients, providers, employers, health plans, government organizations, and communities optimize individual and population-wide well-being by driving positive behavior change. The platform is designed to connect each stakeholder to the health management tools they need to drive engagement, establish sustained participation, increase satisfaction, reduce costs, and improve outcomes. Sharecare bridges scientifically validated clinical programs with content to deliver a personalized experience for its members, beginning with the RealAge® test, Sharecare’s health risk assessment that shows members the true age of their body, capitalizing on people’s innate curiosity of how “young” they are to draw them into the platform. The Sharecare platform provides members with a personalized action plan to guide and educate them on the habits and behaviors making the biggest impact, both positive and negative, on their RealAge. Sharecare provides the resources members need to manage their health through lifestyle or disease management and coaching programs, such as diabetes management and smoking cessation, well-being solutions, such as financial health and anxiety management; care navigation tools such as find-a-doctor, prescription savings, clinical decision support, medical records, home care, and more. Additionally, Sharecare, through its subsidiary Sharecare Health Data Services, LLC (“HDS”), provides secure, automated release of information, audit and business consulting services to streamline the medical records process for medical facilities. Sharecare delivers value via its provider, enterprise, and life sciences channels.

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”), 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.” The Business Combination is further described in Note 2.

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 Transactions:

•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; Sharecare Digital Health International Limited; Sharecare SAS, a French-based subsidiary; Sharecare Services GMBH; Sharecare Australia Pty Limited, an Australian-based subsidiary; doc.ai, Inc.; CareLinx Inc.; as well as Sharecare Brasil Servicos de Consultoria Ltda, a Brazil-based subsidiary in which Sharecare has a controlling interest. The Company entered into a joint venture with HInsight-Customer Care Holdings (HCA) both the Company and HCA have an ownership in HICCH-SCL, LLC. All intercompany balances and transactions have been eliminated in consolidation.

Segment Information

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

Unaudited Interim Financial Information

The accompanying interim Consolidated Balance Sheets as of March 31, 2022 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit), and Consolidated Statement of Cash Flows for the three months ended March 31, 2022 and 2021 are unaudited. These unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2021.

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.

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.

Contract Liabilities

In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Additionally, the balance as of March 31, 2021 included certain office lease agreements prior to the adoption of ASC 842. Amortization of these contract liabilities was $1.1 million for three months ended March 31, 2022, of which $0.4 million was included within cost of revenues and $0.7 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $1.4 million for three months ended March 31, 2021, of which $0.4 million was included within cost of revenues and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

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 March 31, 2022 and December 31, 2021, such fees were $12.5 million and $11.7 million, respectively. The Company recognized $8.1 million of revenue during the three months ended March 31, 2022 that was included in deferred revenue at December 31, 2021.

Revenue Recognition

Performance-Based Revenue

Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data in order to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either: (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that it is not probable that the Company will meet the relevant performance target(s). As of March 31, 2022 and December 31, 2021, such fees included within deferred revenue were $4.1 million and $3.9 million, respectively.

In the event performance levels are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $1.9 million and $1.6 million of revenues recognized during the three months ended March 31, 2022 and 2021, respectively, were performance-based. As of March 31, 2022 and 2021, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.6 million and $3.2 million, respectively. During the three months ended March 31, 2022, $0.3 million was recognized in revenue that related to services provided prior to December 31, 2021.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of March 31, 2022, 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 $126.2 million. As of March 31, 2022, the Company expects to recognize revenue on approximately 60% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.

Disaggregated Revenue

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


	Three Months Ended March 31,
	2022		2021
Enterprise	$	59,771	$	54,135
Provider	24,717		20,009
Life Sciences	16,222		16,058
Total Revenue	$	100,710	$	90,202

Other Expenses

For the three months ended March 31, 2022 and 2021, other income (expenses) consisted of the following (in thousands):


	Three Months Ended March 31,
	2022		2021
Re-measurement of contingent consideration	$	6,777	$	(6,977)
Re-measurement of warrant liabilities	5,591		(4,771)
Other	477		(130)
Total other income (expenses)	$	12,845	$	(11,878)

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.

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, including interim periods within the fiscal year. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements.

Recently Adopted Accounting Standards

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Lessees are required to recognize most leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating leases or finance leases. Classification is based on criteria that are largely similar to those applied in prior 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.

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. As of January 1, 2022, the Company adopted the standard using this optional transition method. The accounting for capital leases remained substantially unchanged. The Company has applied the available package of practical expedients, as well as the election not to apply recognition and measurement requirements to short-term leases. See Note 6 for further details.

Debt	3 Months Ended
Debt	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt As of March 31, 2022 and December 31, 2021, debt was comprised of outstanding borrowings of $0.6 million and $0.4 million, respectively, under the Company’s senior secured revolving credit facility (the “Revolving Facility”) due February 2023. The Revolving Facility is governed by a Credit Agreement, dated as of March 9, 2017 (as amended, the “Senior Secured Credit Agreement”), among the Company, certain subsidiaries of the Company, as borrowers (the “Borrowers”), the lenders named therein and Wells Fargo Bank, National Association, as administrative agent. Borrowings under the Revolving Facility currently bear interest at either a U.S. base rate plus 2.0%, subject to a floor, or a rate based on LIBOR plus 2.75% (inclusive of paid in kind interest; the related deferred financing fees of $0.2 million and $0.3 million as of March 31, 2022 and December 31, 2021, respectively, which are presented as other current assets on the Consolidated Balance Sheets). As of March 31, 2022, $50.5 million was available for borrowing under the Senior Secured Credit Agreement. See Note 7 Debt to the consolidated financial statements set forth in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 for additional information.

- 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)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 9.2	$ 6.0

Common Stock and Stockholders' Equity - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Class of Stock [Line Items]
Compensation costs related to share-based payment awards reflected within additional paid-in capital related to capitalizable internally developed software activities \| $	$ 0.6
Liability warrants
Class of Stock [Line Items]
Warrants expiration period (in years)	7 years
Equity warrants
Class of Stock [Line Items]
Warrants expiration period (in years)	7 years
Warrants vesting period (in years)	3 years
Contractual and earnout arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	7,826,442
Warrants reserved for future issuance (in shares)	4,833,110
Warrants earned but not issued (in shares)	232,562

Common Stock and Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Common Stock and Stockholders' Equity

Common Stock and Stockholders’ Equity

Warrants

In connection with debt and equity financings and certain partnership arrangements, the Company may issue warrants. Liability warrants generally vest immediately and are exercisable upon issuance and have an expiration of seven years from issuance. Equity warrants generally vest after three years from the date of issuance and have an expiration of seven years from issuance.

As of March 31, 2022, the following warrants to purchase common stock were issued and outstanding:


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

The Company has also entered into, and may in the future enter into, contractual arrangements with certain customers and other parties and earnout arrangements in connection with acquisitions that, in each case, provide for the issuance of warrants and/or common stock upon achievement of specified milestones (which, at the consummation of the Business Combination, became obligations of the Company). As of March 31, 2022, 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 4,833,110 warrants to purchase shares of common stock. With respect to these arrangements, there were 232,562 warrants earned but not issued during the three months ended March 31, 2022.

Share-based Payments

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the three months ended March 31, 2022 is as follows:


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		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, 2021	116,623,463	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	233,377	2.46					7,968,873	3.80
Exercised/Released	(2,414,986)	0.97			3,634		(73,617)	4.97
Cancelled/Forfeited	(1,380,862)	2.24					(363,465)	5.78
Outstanding as of March 31, 2022	113,060,992	$	2.86	7.44	$	105,988	9,711,732	$	4.52
Vested and/or exercisable as of March 31, 2022	73,153,740	$	1.41	6.75	$	84,589	—	$	—
Vested and/or exercisable as of December 31, 2021	73,712,795	$	1.33	6.91	$	233,440	—	$	—

Share-based compensation expense for employee and nonemployee options and restricted stock units included in the Consolidated Statements of Operations and Comprehensive Loss is as follows for the three months ended March 31, 2022 and 2021 (in thousands):


	Three Months Ended March 31,
	2022		2021
Cost of revenues	$	118	$	21
Sales and marketing	1,544		348
Product and technology	1,027		8,906
General and administrative	30,421		2,751
Total share-based compensation expense	$	33,110	$	12,026

Additionally, amortization of compensation costs related to share-based payment awards reflected within additional paid-in capital in the Consolidated Statement of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for the three months ended March 31, 2022 includes approximately $0.6 million related to capitalizable internally developed software activities.

Acquisitions

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

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	4,204
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	31,312
Accrued expenses	(1,371)
Contract liabilities - current	(45)
Noncurrent 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 working capital assets and liabilities assumed, and any related goodwill adjustments as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Additionally, the assessment of the related income tax attributes of the transaction is still in process. The Company will update its disclosures in subsequent financial statements as additional progress is made to account for the transaction.

Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 192,442
Purchase accounting opening balance sheet adjustment	(198)
Foreign currency translation adjustment	(203)
Ending balance	$ 192,041

Leases - Lease Costs, Lease Term and Discount Rate (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Lease, Cost [Abstract]
Operating lease costs	$ 1,591
Variable lease costs	535
Short-term lease expense	43
Total operating lease costs	$ 2,169
Operating lease, weighted average remaining lease term (years)	1 year 11 months 8 days
Operating lease, weighted average discount rate (percent)	4.50%

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of accrued expense and other current liabilities

As of March 31, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31, 2022		December 31, 2021
Accrued expenses	$	27,577	$	27,050
Accrued compensation	15,034		16,428
Accrued media costs	2,702		4,816
Accrued taxes	1,353		1,396
Operating lease liabilities, current	5,763		—
Accrued other	2,270		1,963
Total accrued expenses and other current liabilities	$	54,699	$	51,653

Common Stock and Stockholders' Equity - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2022	Jun. 30, 2021	Dec. 31, 2021
Options Outstanding - Number of Options
Outstanding, beginning (in shares)	116,623,463
Granted (in shares)	233,377
Exercised (in shares)	(2,414,986)
Cancelled/Forfeited (in shares)	(1,380,862)
Outstanding, ending (in shares)	113,060,992		116,623,463
Vested and exercisable (in shares)	73,153,740		73,712,795
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share)	$ 2.81
Granted (in USD per share)	2.46
Exercised (in USD per share)	0.97
Cancelled/Forfeited (in USD per share)	2.24
Outstanding, ending (in USD per share)	2.86		$ 2.81
Vested and exercisable (in USD per share)	$ 1.41		$ 1.33
Options Outstanding - Additional Disclosures
Outstanding, Weighted average remaining contractual term	7 years 5 months 8 days		7 years 7 months 20 days
Vested and exercisable, Weighted average remaining contractual term	6 years 9 months	6 years 10 months 28 days
Outstanding, Aggregate intrinsic value	$ 105,988		$ 300,125
Exercised, Aggregate intrinsic value	3,634
Vested and exercisable, Aggregate intrinsic value	$ 84,589		$ 233,440

Net Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per ShareNet loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the Reverse Recapitalization.

Subsequent to the Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding.

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended
	March 31, 2022		March 31, 2021
Numerator
Net loss	$	(38,299)	$	(31,358)
Less: Net loss attributable to noncontrolling interest in subsidiaries	98		106
Net loss available to common stockholders	$	(38,201)	$	(31,252)

Denominator
Weighted-average common shares outstanding, basic and diluted	344,891,335		223,191,871
Net loss per share attributable to common stockholders, basic and diluted	$	(0.11)	$	(0.14)

The Company’s potential dilutive securities, which include stock options and restricted stock units, warrants to purchase common stock, redeemable convertible preferred stock, and contingently issued shares, have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2022 and 2021, 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:


	Three Months Ended
	March 31, 2022	March 31, 2021
Convertible debt	—	37,698,664
Stock options and restricted stock units	44,970,833	64,168,915
Warrants to purchase common stock	—	13,939,595
Redeemable convertible preferred stock	5,000,000	—
Contingently issued shares	422,229	1,378,853
Total	50,393,062	117,186,027

Nature of Business and Significant Accounting Policies - Basis of Presentation (Details)	Jul. 01, 2021
Accounting Policies [Abstract]
Exchange ratio	71.26

Acquisitions - Narrative (Details) - CareLinx $ in Millions	Aug. 11, 2021 USD ($) shares
Business Acquisition [Line Items]
Consideration transferred	$ 65.6
Cash payment to acquire business	55.2
Equity-based consideration	10.4
Transaction related expenses	$ 1.1
Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares) \| shares	1,262,475
Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares) \| shares	295,758

Goodwill and Other Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Estimated future amortization expense:
Remainder of 2022	$ 28,578
2023	33,844
2024	24,342
2025	12,340
2026	11,359
Thereafter	37,306
Net	$ 147,769

Subsequent Events (Details) $ in Millions	May 11, 2022 USD ($)
Subsequent event
Subsequent Event [Line Items]
Share repurchase program authorization	$ 50

Common Stock and Stockholders' Equity - Warrants (Details)	Mar. 31, 2022 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	890,732,000
Exercise price per share (in USD per share) \| $ / shares	$ 5.61
Liability
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	17,433,334,000
Exercise price per share (in USD per share) \| $ / shares	$ 11.50

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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 March 31, 2022 (in thousands):


	March 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,671	$	—	$	—	$	10,671
Total cash equivalents at fair value	$	10,671	$	—	$	—	$	10,671

Liabilities
Warrant liabilities	$	5,229	$	—	$	—	$	5,229
Contingent consideration – other liabilities	—		—		5,215		5,215
Total liabilities at fair value	$	5,229	$	—	$	5,215	$	10,444

The warrants included in the units issued in FCAC’s initial public offering (the “public warrants”) and the warrants issued by FCAC simultaneously with its initial public offering in a private placement (the “private placement warrants”), were both classified within Level 1 as they are publicly traded and had an observable market price in an active market. The public warrants and private placement warrants are both exercisable for one share of common stock at an exercise price of $11.50.

Contingent consideration was classified within Level 3 as it was valued using certain unobservable inputs. The fair value of the contingent consideration 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 contingent consideration — other current liabilities classified as Level 3 for the periods presented (in thousands):


December 31, 2021	$	13,897
Settlement of contingent consideration for HDS retained shares	(1,905)
Re-measurement of contingent consideration	(6,777)
March 31, 2022	$	5,215

- 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

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

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Income Statement [Abstract]

Revenue

$ 100,710

$ 90,202

Costs and operating expenses:

Costs of revenue (exclusive of depreciation and amortization below)

51,492

44,394

Sales and marketing

14,511

11,510

Product and technology

19,420

20,454

General and administrative

55,998

19,554

Depreciation and amortization

9,878

6,683

Total costs and operating expenses

151,299

102,595

Loss from operations

(50,589)

(12,393)

Other income (expense):

Interest income

Interest expense

(492)

(7,010)

Other income (expense)

12,845

(11,878)

Total other income (expense)

12,382

(18,880)

Loss before income tax expense

(38,207)

(31,273)

Income tax expense

(92)

(85)

Net loss

(38,299)

(31,358)

Net loss attributable to noncontrolling interest in subsidiaries

(98)

(106)

Net loss attributable to Sharecare, Inc.

$ (38,201)

$ (31,252)

Net Loss per Share

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

^[1]

$ (0.11)

$ (0.14)

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

^[1]

$ (0.11)

$ (0.14)

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

^[1]

344,891,335

223,191,871

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

^[1]

344,891,335

223,191,871

Comprehensive loss attributable to Sharecare, Inc.

Net loss

$ (38,299)

$ (31,358)

Foreign currency translation

231

(960)

Comprehensive loss

(38,068)

(32,318)

Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries

202

(257)

Comprehensive loss attributable to Sharecare, Inc.

$ (38,270)

$ (32,061)

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

Nature of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Interim Financial Information	Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 Transactions: •Legacy Sharecare’s existing stockholders have the greatest voting interest in the Company; •The largest individual minority stockholder in the Company was a stockholder of Legacy Sharecare; •Legacy Sharecare’s directors represent the majority of the new board of directors of the Company; •Legacy Sharecare’s senior management is the senior management of the Company; and •Legacy Sharecare is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Legacy Sharecare. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 71.26 (the “Exchange Ratio”) established in the Business Combination. Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheets as of March 31, 2022 and the Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit), and Consolidated Statement of Cash Flows for the three months ended March 31, 2022 and 2021 are unaudited. These unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2022 and the Company’s consolidated results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2021.
Consolidation Policy	Consolidation Policy The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries: Sharecare Operating Company, Inc., Lucid Global, Inc.; Healthways SC LLC; Sharecare Health Data Services, Inc.; HDS; Visualize Health, LLC; MindSciences, Inc.; SC-WHAI, LLC; Sharecare GMBH; Sharecare Digital Health International Limited; Sharecare SAS, a French-based subsidiary; Sharecare Services GMBH; Sharecare Australia Pty Limited, an Australian-based subsidiary; doc.ai, Inc.; CareLinx Inc.; as well as Sharecare Brasil Servicos de Consultoria Ltda, a Brazil-based subsidiary in which Sharecare has a controlling interest. The Company entered into a joint venture with HInsight-Customer Care Holdings (HCA) both the Company and HCA have an ownership in HICCH-SCL, LLC. All intercompany balances and transactions have been eliminated in consolidation.
Segment Information	Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company.
Use of Estimates	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.
Business Combinations	Business Combinations The Company accounts for business acquisitions in accordance with ASC Topic 805, Business Combinations. The Company measures the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, 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.
Contract Liabilities	Contract Liabilities In connection with acquisitions, the Company recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Additionally, the balance as of March 31, 2021 included certain office lease agreements prior to the adoption of ASC 842. Amortization of these contract liabilities was $1.1 million for three months ended March 31, 2022, of which $0.4 million was included within cost of revenues and $0.7 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $1.4 million for three months ended March 31, 2021, of which $0.4 million was included within cost of revenues and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.
Deferred Revenue, Revenue Recognition	Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of March 31, 2022 and December 31, 2021, such fees were $12.5 million and $11.7 million, respectively. The Company recognized $8.1 million of revenue during the three months ended March 31, 2022 that was included in deferred revenue at December 31, 2021. Revenue Recognition Performance-Based Revenue Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some or all of an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company utilizes customer data in order to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either: (1) data from the customer is insufficient or incomplete to measure performance; or (2) interim performance measures indicate that it is not probable that the Company will meet the relevant performance target(s). As of March 31, 2022 and December 31, 2021, such fees included within deferred revenue were $4.1 million and $3.9 million, respectively. In the event performance levels are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $1.9 million and $1.6 million of revenues recognized during the three months ended March 31, 2022 and 2021, respectively, were performance-based. As of March 31, 2022 and 2021, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $4.6 million and $3.2 million, respectively. During the three months ended March 31, 2022, $0.3 million was recognized in revenue that related to services provided prior to December 31, 2021. Remaining Performance Obligations Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of March 31, 2022, 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 $126.2 million. As of March 31, 2022, the Company expects to recognize revenue on approximately 60% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.
Accounting Standards Not Yet Adopted and Recently Adopted Accounting Standards	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. 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, including interim periods within the fiscal year. The Company is currently evaluating this new standard and the impact it will have on its consolidated financial statements. Recently Adopted Accounting Standards Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Lessees are required to recognize most leases on their balance sheet as a right-of-use (“ROU”) asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating leases or finance leases. Classification is based on criteria that are largely similar to those applied in prior 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. 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. As of January 1, 2022, the Company adopted the standard using this optional transition method. The accounting for capital leases remained substantially unchanged. The Company has applied the available package of practical expedients, as well as the election not to apply recognition and measurement requirements to short-term leases. See Note 6 for further details.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 20
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045

+ Details

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2022 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 126.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	60.00%
Unsatisfied performance obligations expected recognition period	24 months

Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - Recurring $ in Thousands	Mar. 31, 2022 USD ($)
Cash equivalents
Total cash equivalents at fair value	$ 10,671
Liabilities
Warrant liabilities	5,229
Contingent consideration – other liabilities	5,215
Total liabilities at fair value	10,444
Money market funds
Cash equivalents
Total cash equivalents at fair value	10,671
Level 1
Cash equivalents
Total cash equivalents at fair value	10,671
Liabilities
Warrant liabilities	5,229
Contingent consideration – other liabilities	0
Total liabilities at fair value	5,229
Level 1 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,671
Level 2
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	0
Total liabilities at fair value	0
Level 2 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	0
Level 3
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	5,215
Total liabilities at fair value	5,215
Level 3 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0

Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Aug. 11, 2021
Business Acquisition [Line Items]
Goodwill	$ 192,041	$ 192,442
CareLinx
Business Acquisition [Line Items]
Cash			$ 445
Accounts receivable			4,204
Other receivables			59
Prepaid expenses			234
Other current assets			344
Other long-term assets			1,789
Goodwill			31,312
Accrued expenses			(1,371)
Contract liabilities - current			(45)
Noncurrent contract liabilities			(53)
Other long-term liabilities			(2,048)
Total			65,570
CareLinx \| Developed technology
Business Acquisition [Line Items]
Intangibles assets			14,800
CareLinx \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets			13,300
CareLinx \| Trade name
Business Acquisition [Line Items]
Intangibles assets			$ 2,600

Debt - Narrative (Details) - Revolving Facility - Secured debt - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt outstanding	$ 0.6	$ 0.4
Available for borrowing	50.5
Other long term assets
Debt Instrument [Line Items]
Debt issuance fees	$ 0.2	$ 0.3
Prime
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.00%
LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate	2.75%

Fair Value Measurements - Narrative (Details) - Warrants	Mar. 31, 2022 $ / shares shares
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

Business Combination	3 Months Ended
Business Combination	Mar. 31, 2022
Reverse Recapitalization [Abstract]
Business Combination	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 Legacy Sharecare Series D redeemable convertible 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 March 31, 2022. 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.

Related-Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Sharecare Brasil Servicios de Consultoria, Ltda
Related Party Transaction [Line Items]
Noncontrolling interest	49.00%
Sul América
Related Party Transaction [Line Items]
Accounts receivable, related parties	$ 2.3		$ 2.0
Revenue from related parties	2.6	$ 3.0
Sales and sales support services entity
Related Party Transaction [Line Items]
Revenue from related parties	0.0	0.3
Sales and sales support services entity \| Sales and sales support services
Related Party Transaction [Line Items]
Expenses, related party transactions	0.0	0.1
Board of Directors related customer
Related Party Transaction [Line Items]
Accounts receivable, related parties	5.5		5.0
Revenue from related parties	4.9	0.7
Long-term asset related to non-cash payment for upfront research and development costs	5.1		5.5
Commitment for research and development activities	2.5		$ 2.5
Board of Directors related customer \| Administration fees and stop loss coverage
Related Party Transaction [Line Items]
Expenses, related party transactions	$ 0.5	$ 0.4

Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Redeemable convertible preferred stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Noncontrolling Interest
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2020	$ 4,000
Redeemable noncontrolling interest, ending balance at Mar. 31, 2021	4,000
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2020		0
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2020		$ 0
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2021		0
Redeemable convertible preferred stock, ending balance at Mar. 31, 2021		$ 0
Beginning balance (in shares) at Dec. 31, 2020			217,106,957
Beginning balance at Dec. 31, 2020	(13,456)		$ 22	$ 377,134	$ (702)	$ (392,113)	$ 2,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)			1,425,100
Stock options exercised	1,375			1,375
Issuance of stock for acquisitions (in shares)			8,435,301
Issuance of stock for acquisitions	81,293		$ 1	81,292
Issuance of warrants	39			39
Conversion of convertible securities (in shares)			672,324
Conversion of convertible securities	645		$ 0	645
Share-based compensation	12,026			12,026
Net income (loss) attributable to noncontrolling interest in subsidiaries	(106)				(18)		(88)
Currency translation adjustment	(960)				(791)		(169)
Net income (loss) attributable to Sharecare, Inc.	(31,252)					(31,252)
Other	(988)			(988)
Ending balance at Mar. 31, 2021	48,616		$ 23	471,523	(1,511)	(423,365)	1,946
Ending balance (in shares) at Mar. 31, 2021			227,639,682
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2021	0
Redeemable noncontrolling interest, ending balance at Mar. 31, 2022	0
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2021		5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2021	58,205	$ 58,205
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2022		5,000,000
Redeemable convertible preferred stock, ending balance at Mar. 31, 2022	$ 58,205	$ 58,205
Beginning balance (in shares) at Dec. 31, 2021	345,788,707		345,788,707
Beginning balance at Dec. 31, 2021	$ 564,836		$ 35	1,042,164	(2,061)	(477,113)	1,811
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	2,414,986		2,414,986
Stock options exercised	$ 2,337			2,337
Common stock issued upon vesting of restricted stock units (in shares)			73,617
Issuance of warrants	$ 19			19
Issuance of stock for WhitehatAI earnout (in shares)	132,587
Issuance of stock for Doc.ai escrow shares (in shares)	677,680
Share-based compensation	$ 33,681			33,681
Net income (loss) attributable to noncontrolling interest in subsidiaries	(98)						(98)
Currency translation adjustment	231				(69)		300
Net income (loss) attributable to Sharecare, Inc.	$ (38,201)					(38,201)
Other	(5,097)
Ending balance at Mar. 31, 2022	$ 562,805		$ 35	$ 1,078,201	$ (2,130)	$ (515,314)	$ 2,013
Ending balance (in shares) at Mar. 31, 2022	349,082,480		349,082,480

Business Combination (Details) $ / shares in Units, $ in Millions	Jul. 01, 2021 USD ($) $ / shares shares	Mar. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Schedule of Reverse Recapitalization [Line Items]
Exchange ratio	71.26
Redemption of FCAC shares (in shares)	19,864,030
Cash price for redeemed shares (in USD per share) \| $ / shares	$ 10.00
Aggregate amount for redemption of FCAC shares \| $	$ 198.6
Common stock issued, excluding earnout shares (in shares)	333,875,179
Common stock outstanding, excluding earnout shares (in shares)	333,875,179
Cash received from FCAC trust and cash on hand, net of redemptions \| $	$ 146.4
Cash paid for issuance costs and advisory fees \| $	54.0
One-time bonus payments \| $	$ 11.6
Capital stock authorized (in shares)	615,000,000
Common stock authorized (in shares)	600,000,000	600,000,000	600,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock authorized (in shares)	15,000,000
Preferred stock, par value (in USD per share) \| $ / shares	$ 0.0001
Sponsor members
Schedule of Reverse Recapitalization [Line Items]
Earnout shares held in escrow	1,713,000
Legacy Sharecare stockholders
Schedule of Reverse Recapitalization [Line Items]
Earnout shares held in escrow	1,500,000
Series A Preferred Stock
Schedule of Reverse Recapitalization [Line Items]
Shares issued	5,000,000
Preferred stock authorized (in shares)	5,000,000
Common Class A
Schedule of Reverse Recapitalization [Line Items]
Shares issued	42,560,000
Stock purchase price (in USD per share) \| $ / shares	$ 10.00

Net Loss Per Share - Anti-dilutive Common Stock Equivalents (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	50,393,062	117,186,027
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	37,698,664
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	44,970,833	64,168,915
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	13,939,595
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	5,000,000	0
Contingently issued shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	422,229	1,378,853

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share attributable to common stockholders

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):


	Three Months Ended
	March 31, 2022		March 31, 2021
Numerator
Net loss	$	(38,299)	$	(31,358)
Less: Net loss attributable to noncontrolling interest in subsidiaries	98		106
Net loss available to common stockholders	$	(38,201)	$	(31,252)

Denominator
Weighted-average common shares outstanding, basic and diluted	344,891,335		223,191,871
Net loss per share attributable to common stockholders, basic and diluted	$	(0.11)	$	(0.14)

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:


	Three Months Ended
	March 31, 2022	March 31, 2021
Convertible debt	—	37,698,664
Stock options and restricted stock units	44,970,833	64,168,915
Warrants to purchase common stock	—	13,939,595
Redeemable convertible preferred stock	5,000,000	—
Contingently issued shares	422,229	1,378,853
Total	50,393,062	117,186,027

Common Stock and Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of warrants issued and outstanding

As of March 31, 2022, the following warrants to purchase common stock were issued and outstanding:


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

Schedule of stock option activity

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the three months ended March 31, 2022 is as follows:


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		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, 2021	116,623,463	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	233,377	2.46					7,968,873	3.80
Exercised/Released	(2,414,986)	0.97			3,634		(73,617)	4.97
Cancelled/Forfeited	(1,380,862)	2.24					(363,465)	5.78
Outstanding as of March 31, 2022	113,060,992	$	2.86	7.44	$	105,988	9,711,732	$	4.52
Vested and/or exercisable as of March 31, 2022	73,153,740	$	1.41	6.75	$	84,589	—	$	—
Vested and/or exercisable as of December 31, 2021	73,712,795	$	1.33	6.91	$	233,440	—	$	—

Schedule of restricted stock unit activity

Stock option and restricted stock unit activity, prices, and values adjusted by the Exchange Ratio, during the three months ended March 31, 2022 is as follows:


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		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, 2021	116,623,463	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	233,377	2.46					7,968,873	3.80
Exercised/Released	(2,414,986)	0.97			3,634		(73,617)	4.97
Cancelled/Forfeited	(1,380,862)	2.24					(363,465)	5.78
Outstanding as of March 31, 2022	113,060,992	$	2.86	7.44	$	105,988	9,711,732	$	4.52
Vested and/or exercisable as of March 31, 2022	73,153,740	$	1.41	6.75	$	84,589	—	$	—
Vested and/or exercisable as of December 31, 2021	73,712,795	$	1.33	6.91	$	233,440	—	$	—

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


	Three Months Ended March 31,
	2022		2021
Cost of revenues	$	118	$	21
Sales and marketing	1,544		348
Product and technology	1,027		8,906
General and administrative	30,421		2,751
Total share-based compensation expense	$	33,110	$	12,026