0001816233-22-000054 | 10-Q | XBRL Viewer

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Leases - Effect of Adoption of ASU 2016-02 (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Balance Sheet
Prepaid expenses	$ 12,300	$ 8,819
Other long-term assets	29,348	12,173
Total assets	710,682	755,201
Accrued expenses and other current liabilities	63,760	51,653
Contract liabilities, current	2,026	4,597
Contract liabilities, noncurrent	384	1,745
Other long-term liabilities	21,775	24,116
Total liabilities	116,289	$ 132,160
ASU 2016-02 \| Financial position if ASU 2016-02 had not been adopted on January 1, 2022
Balance Sheet
Prepaid expenses	12,730
Other long-term assets	22,321
Total assets	704,085
Accrued expenses and other current liabilities	59,969
Contract liabilities, current	2,322
Contract liabilities, noncurrent	593
Other long-term liabilities	17,953
Total liabilities	109,181
ASU 2016-02 \| Change
Balance Sheet
Prepaid expenses	(430)
Other long-term assets	7,027
Total assets	6,597
Accrued expenses and other current liabilities	3,791
Contract liabilities, current	(296)
Contract liabilities, noncurrent	(209)
Other long-term liabilities	3,822
Total liabilities	$ 7,108
Percent Change
Prepaid expenses, change (percent)	(3.00%)
Other long-term assets, change (percent)	31.00%
Total assets, change (percent)	1.00%
Accrued expenses, change (percent)	6.00%
Contract liabilities, current, change (percent)	(13.00%)
Contract liabilities, non-current, change (percent)	(35.00%)
Other long-term liabilities, change (percent)	21.00%
Total liabilities, change (percent)	7.00%

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$ 5,280
Assets obtained in exchange for lease obligations:
Operating leases	$ 3,254

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Percentage of fair value in excess of book value	10.00%		10.00%
Basis point increase in weighted average cost of capital	0.0100		0.0100
Basis point decrease in annual forecasted revenues	0.0100		0.0100
Percentage of decline in fair value, in event increase in weighted average capital	3.00%		3.00%
Percentage of decline in fair value, in event of decrease in annual forecasted revenue	4.00%		4.00%
Amortization expense for intangible assets	$ 11.2	$ 8.2	$ 30.5	$ 20.8

Leases - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) lease company	Sep. 30, 2021 USD ($)	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease liabilities	$ 7,583		$ 7,583
Operating lease, right-of-use asset, statement of financial position	Other long-term assets		Other long-term assets
Operating lease, liability, current, statement of financial position	Accrued expenses and other current liabilities (Note 4)		Accrued expenses and other current liabilities (Note 4)
Operating lease, liability, noncurrent, statement of financial position	Other long-term liabilities		Other long-term liabilities
Operating lease expense		$ 1,300		$ 3,800
Number of sub-lease agreements \| lease			3
Sublease income	$ 500		$ 1,600
Future minimum rental payments to be received on subleases	$ 1,200		$ 1,200
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

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Definite-lived, intangible assets
Cost	$ 315,311
Accumulated Amortization	(158,988)
Net	156,323
Intangible assets not subject to amortization
Intangible assets not subject to amortization	9,215
Total intangible assets
Total intangible assets, cost	324,526
Total intangible assets, accumulated amortization	(158,988)
Total intangible assets, net	165,538	$ 155,086
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	4,185
Indefinite-lived, trade names
Intangible assets not subject to amortization
Intangible assets not subject to amortization	5,030
Technology – features/content
Definite-lived, intangible assets
Cost	79,777
Accumulated Amortization	(29,326)
Net	$ 50,451
Weighted Average Remaining Life	7 years 9 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (29,326)
Indefinite-lived, trade names
Definite-lived, intangible assets
Cost	6,392
Accumulated Amortization	(4,266)
Net	$ 2,126
Weighted Average Remaining Life	4 years 9 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (4,266)
Customer relationships
Definite-lived, intangible assets
Cost	77,849
Accumulated Amortization	(32,029)
Net	$ 45,820
Weighted Average Remaining Life	9 years 3 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (32,029)
Internal-use software
Definite-lived, intangible assets
Cost	151,293
Accumulated Amortization	(93,367)
Net	$ 57,926
Weighted Average Remaining Life	2 years 2 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (93,367)

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator
Net loss	$	(27,460)	$	(43,064)	$	(95,280)	$	(94,647)
Less: Net loss (income) attributable to noncontrolling interest in subsidiaries	103		(51)		697		31
Net loss available to common stockholders	$	(27,357)	$	(43,115)	$	(94,583)	$	(94,616)

Denominator
Weighted-average common shares outstanding, basic and diluted	349,615,224		334,982,150		347,232,210		263,558,268
Net loss per share attributable to common stockholders, basic and diluted	$	(0.08)	$	(0.13)	$	(0.27)	$	(0.36)

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Convertible debt	—	—	—	25,131,519
Stock options and restricted stock units	42,122,506	103,326,463	40,592,631	103,326,463
Warrants to purchase common stock	—	415,210	—	7,419,801
Redeemable convertible preferred stock	5,000,000	4,999,998	5,000,000	3,053,336
Contingently issued shares	—	1,044,329	157,372	895,124
Total	47,122,506	109,786,000	45,750,003	139,826,243

Acquisitions - Narrative (Details) - CareLinx $ in Millions	Aug. 11, 2021 USD ($) shares
Business Acquisition [Line Items]
Consideration transferred	$ 64.9
Cash payment to acquire business	55.2
Equity-based consideration	9.7
Transaction related expenses	$ 1.1
Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares) \| shares	1,169,980
Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares) \| shares	295,758

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 6,840	$ 6,212
Stockholders’ equity:
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares, issued	353,441,847	345,788,707
Common stock, shares, outstanding	353,441,847	345,788,707
Series A Preferred Stock
Current assets:
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

Nature of Business and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Consolidation Policy and Unaudited Interim Financial Information	Basis of Presentation and Consolidation Policy The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). 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 Sheet as of September 30, 2022, the Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for each of the three periods within the nine months ended September 30, 2022 and 2021, and Consolidated Statements of Cash Flows for the nine months ended September 30, 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 GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022, the Company’s consolidated results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 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	The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Segment Information	Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources for the entire company.
Use of Estimates	Use of Estimates The preparation of these unaudited interim consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, 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 LiabilitiesIn connection with certain acquisitions, the Company has recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Additionally, the balance as of September 30, 2021 included certain contract liabilities related to office lease agreements prior to the adoption of ASC 842.
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 September 30, 2022 and December 31, 2021, such fees were $11.0 million and $11.7 million, respectively. The Company recognized $0.4 million of revenue during the three months ended September 30, 2022 that was included in deferred revenue at December 31, 2021. The Company recognized $5.6 million of revenue during the nine months ended September 30, 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 September 30, 2022 and December 31, 2021, such fees included within deferred revenue were $4.3 million and $3.9 million, respectively. In the event performance measures are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $1.4 million and $2.7 million of revenues recognized during the three months ended September 30, 2022 and 2021, respectively, were performance-based. During the three months ended September 30, 2022, no revenue was recognized that related to services provided prior to December 31, 2021. Approximately $5.8 million and $8.0 million of revenues recognized during the nine months ended September 30, 2022 and 2021, respectively, were performance-based. During the nine months ended September 30, 2022, $1.2 million was recognized in revenue that related to services provided prior to December 31, 2021. As of September 30, 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 $6.5 million and $4.0 million, respectively. Remaining Performance ObligationsRemaining 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.
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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130563-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126899994&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&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 https://asc.fasb.org/extlink&oid=126920106&loc=SL49130566-203045

+ Details

Fair Value Measurements - Changes to Warrant Liability and Contingent Consideration (Details) - Contingent consideration $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Changes in liability
Beginning balance	$ 13,897
Settlement of contingent consideration for HDS retained shares	(1,905)
Re-measurement of contingent consideration	(9,131)
Ending balance	$ 2,861

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) $ in Millions	Sep. 30, 2022 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 117.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	65.00%
Unsatisfied performance obligations expected recognition period	24 months

Common Stock and Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Number of Plan shares outstanding
Outstanding, beginning (in shares)	2,179,941
Granted (in shares)	16,016,990
Exercised (in shares)	(726,721)
Cancelled/Forfeited (in shares)	(2,196,885)
Outstanding, ending (in shares)	15,273,325
Vested and exercisable (in shares)	0	0
Weighted-Average Grant Date Fair Value per share
Outstanding, beginning (in USD per share)	$ 7.39
Granted (in USD per share)	2.95
Released (in USD per share)	6.50
Forfeited (in USD per share)	4.39
Outstanding, ending (in USD per share)	3.21
Vested and exercisable (in USD per share)	$ 0	$ 0

Common Stock and Stockholders' Equity

9 Months Ended

Sep. 30, 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 the date of issuance. Equity warrants generally vest after three years from the date of issuance and have an expiration of seven years from issuance.

As of September 30, 2022, the following warrants to purchase common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,038,678	$4.21 - $5.61
Liability	17,433,334	$11.50

The Company has also entered into, and may in the future enter into, contractual arrangements with certain customers and other parties and earnout arrangements in connection with acquisitions that, in each case, provide for the issuance of warrants and/or common stock upon achievement of specified milestones (which, at the consummation of the Business Combination, became obligations of the Company). As of September 30, 2022, these agreements provide for the issuance of up to 6,669,631 shares of common stock (including Earnout Shares in connection with the Business Combination) and 4,582,119 warrants to purchase shares of common stock. With respect to these arrangements, there were 139,958 warrants earned but not issued as of September 30, 2022.

Share-based Payments

Stock option and restricted stock unit activity, prices, and values during the nine months ended September 30, 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	116,623,461	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	361,440	2.10					16,016,990	2.95
Exercised/Released	(6,213,820)	1.02			5,505		(726,721)	6.50
Cancelled/Forfeited	(3,509,363)	3.96					(2,196,885)	4.39
Outstanding as of September 30, 2022	107,261,718	$	2.88	6.95	$	51,890	15,273,325	$	3.21
Vested and/or exercisable as of September 30, 2022	77,909,758	$	1.92	6.50	$	43,731	—	$	—
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 and nine months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenues	$	83	$	26	$	309	$	54
Sales and marketing	300		331		2,826		1,188
Product and technology	1,413		945		3,176		10,945
General and administrative	8,535		9,828		55,308		13,329
Total share-based compensation expense	$	10,331	$	11,130	$	61,619	$	25,516

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 and nine months ended September 30, 2022 includes approximately $0.4 million and $1.3 million related to capitalizable internally-developed software activities, respectively.

Nature of Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 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 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 and Consolidation Policy

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).

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.

The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Segment Information

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

Unaudited Interim Financial Information

The accompanying interim Consolidated Balance Sheet as of September 30, 2022, the Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021, Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for each of the three periods within the nine months ended September 30, 2022 and 2021, and Consolidated Statements of Cash Flows for the nine months ended September 30, 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 GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022, the Company’s consolidated results of operations for the three and nine months ended September 30, 2022 and 2021, and cash flows for the nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 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 unaudited interim consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, 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 certain acquisitions, the Company has recognized current and noncurrent contract liabilities, representing off-market values associated with certain wellness program royalty agreements (amortization will continue through 2023). Additionally, the balance as of September 30, 2021 included certain contract liabilities related to office lease agreements prior to the adoption of ASC 842. Amortization of these contract liabilities for the three months ended September 30, 2022 and 2021, was $1.1 million and $1.4 million, respectively, of which $0.4 million and $0.4 million was included within cost of revenues and $0.7 million and $1.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Amortization of these contract liabilities for the nine months ended September 30, 2022 and 2021 was $3.3 million and $4.2 million, respectively, of which $1.3 million and $1.3 million was included within cost of revenues and $2.0 million and $2.9 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss, respectively. Additionally, the Company has recognized certain contract liabilities due to a related party in the amount of $22.2 million related to service agreements which are expected to be paid over the approximate five year contract lives.

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 September 30, 2022 and December 31, 2021, such fees were $11.0 million and $11.7 million, respectively. The Company recognized $0.4 million of revenue during the three months ended September 30, 2022 that was included in deferred revenue at December 31, 2021. The Company recognized $5.6 million of revenue during the nine months ended September 30, 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 September 30, 2022 and December 31, 2021, such fees included within deferred revenue were $4.3 million and $3.9 million, respectively.

In the event performance measures are not met by the end of the measurement period, typically one year, some or all of the performance-based fees are required to be refunded. During the settlement process under a contract, which generally occurs six to eight months after the end of a contract year, performance-based fees are reconciled and settled. Approximately $1.4 million and $2.7 million of revenues recognized during the three months ended September 30, 2022 and 2021, respectively, were performance-based. During the three months ended September 30, 2022, no revenue was recognized that related to services provided prior to December 31, 2021.

Approximately $5.8 million and $8.0 million of revenues recognized during the nine months ended September 30, 2022 and 2021, respectively, were performance-based. During the nine months ended September 30, 2022, $1.2 million was recognized in revenue that related to services provided prior to December 31, 2021. As of September 30, 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 $6.5 million and $4.0 million, respectively.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of September 30, 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 $117.3 million. As of September 30, 2022, the Company expects to recognize revenue on approximately 65% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.

Disaggregated Revenue

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Enterprise	$	65,223	$	62,838	$	184,882	$	176,980
Provider	28,712		24,110		79,831		66,266
Life Sciences	20,684		18,670		54,440		51,033
Total Revenue	$	114,619	$	105,618	$	319,153	$	294,279

Other Income (Expenses)

For the three and nine months ended September 30, 2022 and 2021, other income (expenses) consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Re-measurement of contingent consideration	$	(2,121)	$	4,976	$	9,131	$	(10,523)
Re-measurement of warrant liabilities	(856)		(5,039)		6,634		(11,196)
Other	595		(23)		1,525		904
Total other income (expenses)	$	(2,382)	$	(86)	$	17,290	$	(20,815)

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.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 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 and French operations. For the three and nine months ended September 30, 2022, the Company recognized income tax benefit of $0.6 million and $0.3 million, respectively. For the three and nine months ended September 30, 2021, the Company recognized an income tax benefit of $0.5 million and $0.5 million, respectively. For all periods presented the income tax benefit is primarily due to tax on foreign income and a reduction in the U.S. valuation allowance related to an acquisition. Changes in tax law and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “IR Act”). Among other provisions, the IR Act includes a 15% corporate minimum tax and a 1% excise tax on certain repurchases of an entity’s own common stock after December 31, 2022. We are continuing to evaluate the IR Act and its requirements, as well as its application to our business.

- 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

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 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 asset as of September 30, 2022 were as follows (in thousands):


	September 30, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	79,777	$	(29,326)	$	50,451	7.8
Trade name	6,392		(4,266)		2,126		4.8
Customer relationships	77,849		(32,029)		45,820		9.3
Internal-use software	151,293		(93,367)		57,926		2.2
Total definite-lived, intangible assets	$	315,311	$	(158,988)	$	156,323

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,185	$	—	$	4,185
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,215		—		9,215
Total intangible assets	$	324,526	$	(158,988)	$	165,538

Schedule of intangible assets, not subject to amortization

Intangible assets and the related accumulated amortization for each class of intangible asset as of September 30, 2022 were as follows (in thousands):


	September 30, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	79,777	$	(29,326)	$	50,451	7.8
Trade name	6,392		(4,266)		2,126		4.8
Customer relationships	77,849		(32,029)		45,820		9.3
Internal-use software	151,293		(93,367)		57,926		2.2
Total definite-lived, intangible assets	$	315,311	$	(158,988)	$	156,323

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,185	$	—	$	4,185
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,215		—		9,215
Total intangible assets	$	324,526	$	(158,988)	$	165,538

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 adjustments	(161)
Foreign currency translation adjustment	(1,145)
September 30, 2022	$	191,136

Schedule of estimated future amortization expense for intangible assets

The following is a schedule of estimated future amortization expense for intangible assets as of September 30, 2022 (in thousands):


Year ending December 31:
Remainder of 2022	$	11,252
2023	42,078
2024	32,614
2025	17,443
2026	13,401
Thereafter	39,535
Total	$	156,323

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 1,100	$ 1,400	$ 3,285	$ 4,204
Contract liabilities	22,200		$ 22,200
Contract life			5 years
Deferred revenue	11,007		$ 11,007		$ 11,655
Revenue recognized that was previously in deferred revenue	400		$ 5,600
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	$ 1,300	1,300
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 700	$ 1,000	$ 2,000	$ 2,900

Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 192,442
Purchase accounting opening balance sheet adjustments	(161)
Foreign currency translation adjustment	(1,145)
Ending balance	$ 191,136

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Debt - Narrative (Details) - Revolving Facility - Secured debt - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt outstanding	$ 0.9	$ 0.4
Available for borrowing	50.2
Other long term assets
Debt Instrument [Line Items]
Debt issuance fees	$ 0.1	$ 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%

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax benefit	$ 627	$ 507	$ 265	$ 520

- Definition

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

+ References + Details

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						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator
Net loss	$ (27,460)			$ (43,064)			$ (95,280)	$ (94,647)
Less: Net loss (income) attributable to noncontrolling interest in subsidiaries	103	$ 496	$ 98	(51)	$ (24)	$ 106	697	31
Net loss available to common stockholders	(27,357)			(43,115)			(94,583)	(94,616)
Net loss available to common stockholders	$ (27,357)			$ (43,115)			$ (94,583)	$ (94,616)
Denominator
Weighted-average common shares outstanding, basic (in shares)	349,615,224			334,982,150			347,232,210	263,558,268
Weighted-average common shares outstanding, diluted (in shares)	349,615,224			334,982,150			347,232,210	263,558,268
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.08)			$ (0.13)			$ (0.27)	$ (0.36)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.08)			$ (0.13)			$ (0.27)	$ (0.36)

Business Combination (Details) $ / shares in Units, $ in Millions	Jul. 01, 2021 USD ($) $ / shares shares	Sep. 30, 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 USD 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

Leases - Lease Costs, Lease Term and Discount Rate (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Lease, Cost [Abstract]
Operating lease costs	$ 1,571	$ 4,787
Variable lease costs	471	1,538
Short-term lease expense	61	163
Total operating lease costs	$ 2,103	$ 6,488
Weighted-average remaining lease term (years):
Operating leases	3 years 1 month 6 days	3 years 1 month 6 days
Weighted-average discount rate:
Operating leases	4.50%	4.50%

Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Aug. 11, 2021
Business Acquisition [Line Items]
Goodwill	$ 191,136	$ 192,442
CareLinx
Business Acquisition [Line Items]
Cash			$ 445
Accounts receivable			4,629
Other receivables			59
Prepaid expenses			234
Other current assets			300
Other long-term assets			1,789
Goodwill			31,349
Accrued expenses			(1,371)
Contract liabilities - current			(45)
Noncurrent contract liabilities			(53)
Other long-term liabilities			(3,125)
Total			64,911
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

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of preliminary fair value of assets acquired and liabilities assumed

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


Cash	$	445
Accounts receivable	4,629
Other receivables	59
Prepaid expenses	234
Other current assets	300
Developed technology	14,800
Customer relationships	13,300
Trade name	2,600
Other long-term assets	1,789
Goodwill	31,349
Accrued expenses	(1,371)
Contract liabilities - current	(45)
Noncurrent contract liabilities	(53)
Other long-term liabilities	(3,125)
Total	$	64,911

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

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company considers events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through, November 10, 2022, the date on which the consolidated financial statements were available to be issued, noting no such material events.

Leases

9 Months Ended

Sep. 30, 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 Sheet at the adoption date. Comparative financial statements of prior periods have not been adjusted to apply the new accounting standard 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 Sheet. 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 September 30, 2022 is as follows (in thousands):


	September 30, 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	$	12,730	$	12,300	(430)	(3)	%
Other long-term assets	$	22,321	$	29,348	7,027	31	%
Total assets	$	704,085	$	710,682	6,597	1	%
Accrued expenses and other current liabilities	$	59,969	$	63,760	3,791	6	%
Contract liabilities, current	$	2,322	$	2,026	(296)	(13)	%
Contract liabilities, noncurrent	$	593	$	384	(209)	(35)	%
Other long-term liabilities	$	17,953	$	21,775	3,822	21	%
Total liabilities	$	109,181	$	116,289	7,108	7	%

Under Topic 842, the Company determines if an arrangement is a lease at contract 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’s operating leases principally involve office space. The Company leases office space in Berlin, Germany; and the following states: Arizona, California, Florida, Georgia, Maryland, Massachusetts, New York, North Carolina, Tennessee, and Washington under noncancellable operating leases expiring at various dates through March 2028.

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 on operating leases 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 the three and nine months ended September 30, 2022 are as follows (in thousands, except lease term and discount):


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Operating lease costs	$	1,571	$	4,787
Variable lease costs	471		1,538
Short-term lease expense	61		163
Total operating lease costs	$	2,103	$	6,488

Weighted-average remaining lease term (years):
Operating leases			3.1

Weighted-average discount rate:
Operating leases			4.5		%

Operating lease expense was $1.3 million and $3.8 million for the three and nine months ended September 30, 2021, respectively, under ASC 840. The Company is also the lessor in three non-cancelable sub-lease agreements with two companies for the Company’s Tennessee office space and one company for the CareLinx office space in California. Sublease income for the three and nine months ended September 30, 2022 was $0.5 million and $1.6 million, respectively.

Supplemental cash flow information related to leases for the nine months ended September 30, 2022 are as follows (in thousands):


	Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	5,280
Assets obtained in exchange for lease obligations:
Operating leases	$	3,254

Estimated future minimum payment obligations for non-cancelable operating leases are as follows as of September 30, 2022 (in thousands):


Leases:	Operating Leases
Remainder of 2022	$	1,518
2023	3,060
2024	1,199
2025	792
2026	815
2027	768
Thereafter	2
Total undiscounted future cash flows	8,154
Less: Imputed interest	(571)
Present value of lease liabilities	$	7,583


Lease liabilities, current	3,783
Lease liabilities, noncurrent	3,800
Present value of lease liabilities	$	7,583

The total future minimum rental payments related to the aforementioned subleases to be received as of September 30, 2022 is $1.2 million.

Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total Revenue	$ 114,619	$ 105,618	$ 319,153	$ 294,279
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	65,223	62,838	184,882	176,980
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	28,712	24,110	79,831	66,266
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 20,684	$ 18,670	$ 54,440	$ 51,033

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

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

+ Details

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of accrued expense and other current liabilities

As of September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Accrued expenses	$	33,809	$	27,050
Accrued compensation	18,126		16,428
Accrued media costs	4,447		4,816
Accrued taxes	1,397		1,396
Operating lease liabilities, current	3,783		—
Accrued other	2,198		1,963
Total accrued expenses and other current liabilities	$	63,760	$	51,653

Leases (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2022 is as follows (in thousands):


	September 30, 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	$	12,730	$	12,300	(430)	(3)	%
Other long-term assets	$	22,321	$	29,348	7,027	31	%
Total assets	$	704,085	$	710,682	6,597	1	%
Accrued expenses and other current liabilities	$	59,969	$	63,760	3,791	6	%
Contract liabilities, current	$	2,322	$	2,026	(296)	(13)	%
Contract liabilities, noncurrent	$	593	$	384	(209)	(35)	%
Other long-term liabilities	$	17,953	$	21,775	3,822	21	%
Total liabilities	$	109,181	$	116,289	7,108	7	%

Schedule of operating lease costs, lease term and discount rate

The components of operating lease costs, lease term and discount rate for the three and nine months ended September 30, 2022 are as follows (in thousands, except lease term and discount):


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Operating lease costs	$	1,571	$	4,787
Variable lease costs	471		1,538
Short-term lease expense	61		163
Total operating lease costs	$	2,103	$	6,488

Weighted-average remaining lease term (years):
Operating leases			3.1

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 nine months ended September 30, 2022 are as follows (in thousands):


	Nine Months Ended September 30, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	5,280
Assets obtained in exchange for lease obligations:
Operating leases	$	3,254

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 September 30, 2022 (in thousands):


Leases:	Operating Leases
Remainder of 2022	$	1,518
2023	3,060
2024	1,199
2025	792
2026	815
2027	768
Thereafter	2
Total undiscounted future cash flows	8,154
Less: Imputed interest	(571)
Present value of lease liabilities	$	7,583


Lease liabilities, current	3,783
Lease liabilities, noncurrent	3,800
Present value of lease liabilities	$	7,583

Common Stock and Stockholders' Equity - Stock Options (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Number of Options
Outstanding, beginning (in shares) \| shares	116,623,461
Granted (in shares) \| shares	361,440
Exercised (in shares) \| shares	(6,213,820)
Cancelled/Forfeited (in shares) \| shares	(3,509,363)
Outstanding, ending (in shares) \| shares	107,261,718	116,623,461
Vested and exercisable (in shares) \| shares	77,909,758	73,712,795
Weighted- Average Exercise Price
Outstanding, beginning (in USD per share) \| $ / shares	$ 2.81
Granted (in USD per share) \| $ / shares	2.10
Exercised (in USD per share) \| $ / shares	1.02
Cancelled/Forfeited (in USD per share) \| $ / shares	3.96
Outstanding, ending (in USD per share) \| $ / shares	2.88	$ 2.81
Vested and exercisable (in USD per share) \| $ / shares	$ 1.92	$ 1.33
Weighted Average Remaining Contractual Term (Years)
Outstanding, Weighted average remaining contractual term	6 years 11 months 12 days	7 years 7 months 20 days
Vested and exercisable, Weighted average remaining contractual term	6 years 6 months	6 years 10 months 28 days
Outstanding, Aggregate intrinsic value \| $	$ 51,890	$ 300,125
Exercised, Aggregate intrinsic value \| $	5,505
Vested and exercisable, Aggregate intrinsic value \| $	$ 43,731	$ 233,440

Common Stock and Stockholders' Equity - Warrants (Details)	Sep. 30, 2022 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	1,038,678,000
Equity \| Minimum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 4.21
Equity \| Maximum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 5.61
Liability
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	17,433,334,000
Exercise price per share (in USD per share)	$ 11.50

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 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 September 30, 2022 (in thousands):


	September 30, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	60,981	$	—	$	—	$	60,981
Total cash equivalents at fair value	$	60,981	$	—	$	—	$	60,981

Liabilities
Warrant liabilities	$	4,186	$	—	$	—	$	4,186
Contingent consideration – other liabilities	—		—		2,861		2,861
Total liabilities at fair value	$	4,186	$	—	$	2,861	$	7,047

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	(9,131)
September 30, 2022	$	2,861

- 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

Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Numerator
Net loss	$	(27,460)	$	(43,064)	$	(95,280)	$	(94,647)
Less: Net loss (income) attributable to noncontrolling interest in subsidiaries	103		(51)		697		31
Net loss available to common stockholders	$	(27,357)	$	(43,115)	$	(94,583)	$	(94,616)

Denominator
Weighted-average common shares outstanding, basic and diluted	349,615,224		334,982,150		347,232,210		263,558,268
Net loss per share attributable to common stockholders, basic and diluted	$	(0.08)	$	(0.13)	$	(0.27)	$	(0.36)

The Company’s potential dilutive securities, which include convertible debt, 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 and nine months ended September 30, 2022 and 2021, as they are anti-dilutive and the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common share equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Convertible debt	—	—	—	25,131,519
Stock options and restricted stock units	42,122,506	103,326,463	40,592,631	103,326,463
Warrants to purchase common stock	—	415,210	—	7,419,801
Redeemable convertible preferred stock	5,000,000	4,999,998	5,000,000	3,053,336
Contingently issued shares	—	1,044,329	157,372	895,124
Total	47,122,506	109,786,000	45,750,003	139,826,243

Goodwill and Other Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Estimated future amortization expense:
Reminder of 2022	$ 11,252
2023	42,078
2024	32,614
2025	17,443
2026	13,401
Thereafter	39,535
Net	$ 156,323

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 202,564	$ 271,105
Accounts receivable, net (net of allowance for doubtful accounts of $6,840 and $6,212, respectively)	99,660	103,256
Other receivables	2,445	5,327
Prepaid expenses	12,300	8,819
Other current assets	2,287	2,459
Total current assets	319,256	390,966
Property and equipment, net	5,404	4,534
Other long-term assets	29,348	12,173
Intangible assets, net	165,538	155,086
Goodwill	191,136	192,442
Total assets	710,682	755,201
Current liabilities:
Accounts payable	12,208	27,155
Accrued expenses and other current liabilities (Note 4)	63,760	51,653
Deferred revenue	11,007	11,655
Contract liabilities, current	2,026	4,597
Debt, current	943	0
Total current liabilities	89,944	95,060
Contract liabilities, noncurrent	384	1,745
Warrant liabilities	4,186	10,820
Long-term debt	0	419
Other long-term liabilities	21,775	24,116
Total liabilities	116,289	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 September 30, 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; 353,441,847 and 345,788,707 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	35	35
Additional paid-in capital	1,110,803	1,042,164
Accumulated other comprehensive loss	(4,166)	(2,061)
Accumulated deficit	(571,696)	(477,113)
Total Sharecare stockholders’ equity	534,976	563,025
Noncontrolling interest in subsidiaries	1,212	1,811
Total stockholders’ equity	536,188	564,836
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 710,682	$ 755,201

Debt	9 Months Ended
Debt	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt As of September 30, 2022 and December 31, 2021, debt was comprised of outstanding borrowings of $0.9 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 $0.1 million and $0.3 million as of September 30, 2022 and December 31, 2021, respectively, which are presented as other current assets on the Consolidated Balance Sheets). As of September 30, 2022, $50.2 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accrued expense and long-term liabilities
Related Party Transaction [Line Items]
Due to related party	$ 27,600		$ 27,600		$ 0
Sales and sales support services
Related Party Transaction [Line Items]
Expenses, related party transactions	$ 300	$ 300	$ 300	$ 300
Sharecare Brasil Servicios de Consultoria, Ltda \| Sul América
Related Party Transaction [Line Items]
Noncontrolling interest	49.00%		49.00%
Sul América
Related Party Transaction [Line Items]
Accounts receivable, related parties	$ 1,300		$ 1,300		2,000
Revenue from related parties	2,000	3,000	7,100	9,100
Sales and sales support services entity
Related Party Transaction [Line Items]
Revenue from related parties	300	300	300	300
Board of Directors related customer
Related Party Transaction [Line Items]
Accounts receivable, related parties	11,000		11,000		5,000
Revenue from related parties	10,000	5,000	20,400	11,900
Long-term asset related to non-cash payment for upfront research and development costs	15,000		15,000		5,500
Short-term asset related to non-cash payment for upfront research and development costs	1,700		1,700		1,700
Commitment for research and development activities	2,500		2,500		$ 2,500
Board of Directors related customer \| Administration fees and stop loss coverage
Related Party Transaction [Line Items]
Expenses, related party transactions	500	500	1,500	1,300
Board of Directors related customer \| Other services
Related Party Transaction [Line Items]
Expenses, related party transactions	$ 1,600	$ 0	$ 1,600	$ 0

Nature of Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Enterprise	$	65,223	$	62,838	$	184,882	$	176,980
Provider	28,712		24,110		79,831		66,266
Life Sciences	20,684		18,670		54,440		51,033
Total Revenue	$	114,619	$	105,618	$	319,153	$	294,279

Schedule of other expenses (income)

For the three and nine months ended September 30, 2022 and 2021, other income (expenses) consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Re-measurement of contingent consideration	$	(2,121)	$	4,976	$	9,131	$	(10,523)
Re-measurement of warrant liabilities	(856)		(5,039)		6,634		(11,196)
Other	595		(23)		1,525		904
Total other income (expenses)	$	(2,382)	$	(86)	$	17,290	$	(20,815)

Common Stock and Stockholders' Equity - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 10,331	$ 11,130	$ 61,619	$ 25,516
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	83	26	309	54
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	300	331	2,826	1,188
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,413	945	3,176	10,945
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 8,535	$ 9,828	$ 55,308	$ 13,329

Common Stock and Stockholders' Equity - Narrative (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($) shares	Sep. 30, 2022 USD ($) 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 \| $	$ 0.4	$ 1.3
Liability warrants
Class of Stock [Line Items]
Warrants expiration period (in years)	7 years	7 years
Equity warrants
Class of Stock [Line Items]
Warrants expiration period (in years)	7 years	7 years
Warrants vesting period (in years)		3 years
Contractual and earnout arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)	6,669,631	6,669,631
Warrants reserved for future issuance (in shares)	4,582,119	4,582,119
Warrants earned but not issued (in shares)	139,958	139,958

Common Stock and Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Schedule of warrants issued and outstanding

As of September 30, 2022, the following warrants to purchase common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,038,678	$4.21 - $5.61
Liability	17,433,334	$11.50

Schedule of stock option activity

Stock option and restricted stock unit activity, prices, and values during the nine months ended September 30, 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	116,623,461	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	361,440	2.10					16,016,990	2.95
Exercised/Released	(6,213,820)	1.02			5,505		(726,721)	6.50
Cancelled/Forfeited	(3,509,363)	3.96					(2,196,885)	4.39
Outstanding as of September 30, 2022	107,261,718	$	2.88	6.95	$	51,890	15,273,325	$	3.21
Vested and/or exercisable as of September 30, 2022	77,909,758	$	1.92	6.50	$	43,731	—	$	—
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 during the nine months ended September 30, 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	116,623,461	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	361,440	2.10					16,016,990	2.95
Exercised/Released	(6,213,820)	1.02			5,505		(726,721)	6.50
Cancelled/Forfeited	(3,509,363)	3.96					(2,196,885)	4.39
Outstanding as of September 30, 2022	107,261,718	$	2.88	6.95	$	51,890	15,273,325	$	3.21
Vested and/or exercisable as of September 30, 2022	77,909,758	$	1.92	6.50	$	43,731	—	$	—
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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenues	$	83	$	26	$	309	$	54
Sales and marketing	300		331		2,826		1,188
Product and technology	1,413		945		3,176		10,945
General and administrative	8,535		9,828		55,308		13,329
Total share-based compensation expense	$	10,331	$	11,130	$	61,619	$	25,516

Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - Recurring $ in Thousands	Sep. 30, 2022 USD ($)
Cash equivalents
Total cash equivalents at fair value	$ 60,981
Liabilities
Warrant liabilities	4,186
Contingent consideration – other liabilities	2,861
Total liabilities at fair value	7,047
Money market funds
Cash equivalents
Total cash equivalents at fair value	60,981
Level 1
Cash equivalents
Total cash equivalents at fair value	60,981
Liabilities
Warrant liabilities	4,186
Contingent consideration – other liabilities	0
Total liabilities at fair value	4,186
Level 1 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	60,981
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	2,861
Total liabilities at fair value	2,861
Level 3 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 08, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39535
Entity Registrant Name	SHARECARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1365053
Entity Address, Address Line One	255 East Paces Ferry Road NE, Suite 700
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30305
City Area Code	404
Local Phone Number	671-4000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		353,520,001
Entity Central Index Key	0001816233
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SHCR
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 per share
Trading Symbol	SHCRW
Security Exchange Name	NASDAQ

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 114,619	$ 105,618	$ 319,153	$ 294,279
Costs and operating expenses:
Costs of revenue (exclusive of depreciation and amortization below)	60,322	51,255	165,052	144,283
Sales and marketing	12,032	12,492	40,698	36,047
Product and technology	17,136	16,334	54,237	52,600
General and administrative	38,552	46,307	138,041	85,060
Depreciation and amortization	12,053	8,751	32,831	22,601
Total costs and operating expenses	140,095	135,139	430,859	340,591
Loss from operations	(25,476)	(29,521)	(111,706)	(46,312)
Other income (expense):
Interest income	319	20	450	49
Interest expense	(548)	(12,836)	(1,579)	(26,941)
Loss on extinguishment of debt	0	(1,148)	0	(1,148)
Other income (expense)	(2,382)	(86)	17,290	(20,815)
Total other income (expense)	(2,611)	(14,050)	16,161	(48,855)
Loss before income tax benefit	(28,087)	(43,571)	(95,545)	(95,167)
Income tax benefit	627	507	265	520
Net loss	(27,460)	(43,064)	(95,280)	(94,647)
Net (loss) income attributable to noncontrolling interest in subsidiaries	(103)	51	(697)	(31)
Net loss attributable to Sharecare, Inc.	$ (27,357)	$ (43,115)	$ (94,583)	$ (94,616)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.08)	$ (0.13)	$ (0.27)	$ (0.36)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.08)	$ (0.13)	$ (0.27)	$ (0.36)
Weighted-average common shares outstanding, basic (in shares)	349,615,224	334,982,150	347,232,210	263,558,268
Weighted-average common shares outstanding, diluted (in shares)	349,615,224	334,982,150	347,232,210	263,558,268
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (27,460)	$ (43,064)	$ (95,280)	$ (94,647)
Foreign currency translation	(1,032)	(741)	(2,007)	(1,112)
Comprehensive loss	(28,492)	(43,805)	(97,287)	(95,759)
Comprehensive loss attributable to noncontrolling interest in subsidiaries	(139)	(119)	(599)	(117)
Comprehensive loss attributable to Sharecare, Inc.	$ (28,353)	$ (43,686)	$ (96,688)	$ (95,642)

Fair Value Measurements - Narrative (Details) - Warrants	Sep. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of securities called by each warrant (in shares) \| shares	1
Exercise price per share (in USD per share) \| $ / shares	$ 11.50

Balance Sheet Components

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Accrued Expenses and Other Current Liabilities

As of September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Accrued expenses	$	33,809	$	27,050
Accrued compensation	18,126		16,428
Accrued media costs	4,447		4,816
Accrued taxes	1,397		1,396
Operating lease liabilities, current	3,783		—
Accrued other	2,198		1,963
Total accrued expenses and other current liabilities	$	63,760	$	51,653

Fair Value Measurements

9 Months Ended

Sep. 30, 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 September 30, 2022 (in thousands):


	September 30, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	60,981	$	—	$	—	$	60,981
Total cash equivalents at fair value	$	60,981	$	—	$	—	$	60,981

Liabilities
Warrant liabilities	$	4,186	$	—	$	—	$	4,186
Contingent consideration – other liabilities	—		—		2,861		2,861
Total liabilities at fair value	$	4,186	$	—	$	2,861	$	7,047

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 have observable market prices 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 related to acquisitions in prior years. The fair value of the Earnout Shares allocated to Legacy Sharecare stockholders and FCAC Sponsors are 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	(9,131)
September 30, 2022	$	2,861

- 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

Leases - Estimated Future Minimum Payment Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Estimated Future Minimum Payment Obligations
Remainder of 2022	$ 1,518
2023	3,060
2024	1,199
2025	792
2026	815
2027	768
Thereafter	2
Total undiscounted future cash flows	8,154
Less: Imputed interest	(571)
Present value of lease liabilities	7,583
Operating Lease Liabilities
Lease liabilities, current	3,783	$ 0
Lease liabilities, noncurrent	3,800
Present value of lease liabilities	$ 7,583

Related-Party Transactions	9 Months Ended
Related-Party Transactions	Sep. 30, 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 our wholly owned subsidiary, Sharecare Brasil Servicios de Consultoria, Ltda. As of September 30, 2022 and December 31, 2021, $1.3 million and $2.0 million, respectively, in receivables were outstanding with Sul América. Revenues recognized for the three month period ended September 30, 2022 and 2021 totaled $2.0 million and $3.0 million, respectively. Revenues recognized for the nine month period ended September 30, 2022 and 2021 totaled $7.1 million and $9.1 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. For all periods presented, the Company recognized revenues and made payments in amounts less than $0.3 million. The Series A Preferred Stock is held by a customer that also has an employee serving on our Board of Directors. As of September 30, 2022 and December 31, 2021, $11.0 million and $5.0 million, respectively, in receivables were outstanding from this related party. Additionally, as of September 30, 2022 and December 31, 2021, long-term assets associated with related party arrangements of $15.0 million and $5.5 million, respectively, and current assets included $1.7 million and $1.7 million, respectively. Current and long-term assets were related to a non-cash payment received for up front research and development costs related to the issuance of the Series A Preferred Stock, a related commitment of $2.5 million per year through 2025 related to research and development activities, and other services. As of September 30, 2022 and December 31, 2021, accrued expense and long-term liabilities included $27.6 million and $0, respectively, due to this related party for amounts related to certain service agreements. For the three months ended September 30, 2022 and 2021, the Company paid $0.5 million and $0.5 million related to administration fees and stop-loss coverage for employee health insurance and $1.6 million and $0 for other services, respectively. For the nine months ended September 30, 2022 and 2021, the Company paid $1.5 million and $1.3 million related to administration fees and stop-loss coverage for employee health insurance and $1.6 million and $0 for other services, respectively. Revenues recognized for the three months ended September 30, 2022 and 2021 totaled $10.0 million and $5.0 million, respectively. Revenues recognized for the nine months ended September 30, 2022 and 2021 totaled $20.4 million and $11.9 million, respectively.

Balance Sheet Components (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 33,809	$ 27,050
Accrued compensation	18,126	16,428
Accrued media costs	4,447	4,816
Accrued taxes	1,397	1,396
Operating lease liabilities, current	3,783	0
Accrued other	2,198	1,963
Total accrued expenses and other current liabilities	$ 63,760	$ 51,653

Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of September 30, 2022 were as follows (in thousands):


	September 30, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	79,777	$	(29,326)	$	50,451	7.8
Trade name	6,392		(4,266)		2,126		4.8
Customer relationships	77,849		(32,029)		45,820		9.3
Internal-use software	151,293		(93,367)		57,926		2.2
Total definite-lived, intangible assets	$	315,311	$	(158,988)	$	156,323

Intangible assets not subject to amortization
Internal-use software projects in process	$	4,185	$	—	$	4,185
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	9,215		—		9,215
Total intangible assets	$	324,526	$	(158,988)	$	165,538

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 adjustments	(161)
Foreign currency translation adjustment	(1,145)
September 30, 2022	$	191,136

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.

During the second quarter of 2022, the Company determined a triggering event that required an interim goodwill impairment test as a result of the sustained decline in the Company’s stock price and associated market capitalization. The fair

value of the reporting units for goodwill impairment testing was determined using both an income approach and market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration. For the market approach, we used both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenue and EBITDA for a group of comparable public companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue and EBITDA data from target companies deemed similar to the reporting unit. As a result of the interim test, the fair values of each of our reporting units exceeded their respective book values in excess of 10%, and the Company determined there was no impairment. An increase of 100 basis points in the weighted average cost of capital or a decrease of 100 basis points in annual forecasted revenues would have resulted in a 3% and 4% decline in the fair value, respectively of our reporting units which would not have resulted in impairment. There were no triggering events in the third quarter of 2022.

Amortization expense for intangible assets during the three months ended September 30, 2022 and 2021 totaled $11.2 million and $8.2 million, respectively. Amortization expense for intangible assets during the nine months ended September 30, 2022 and 2021 totaled $30.5 million and $20.8 million, respectively. Amortization expense is included in depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss.

The following is a schedule of estimated future amortization expense for intangible assets as of September 30, 2022 (in thousands):


Year ending December 31:
Remainder of 2022	$	11,252
2023	42,078
2024	32,614
2025	17,443
2026	13,401
Thereafter	39,535
Total	$	156,323

Business Combination	9 Months Ended
Business Combination	Sep. 30, 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 September 30, 2022. The Earnout Shares allocated to Legacy Sharecare stockholders 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.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (95,280)	$ (94,647)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	32,831	22,601
Non-cash interest expense	733	4,434
Write-off of deferred financing fees and debt discount	0	12,063
Loss on extinguishment of debt	0	1,148
Amortization of contract liabilities	(3,285)	(4,204)
Accretion of contract liabilities	660	1,170
Lease right-of-use assets expense	4,587	0
Change in fair value of warrant liability and contingent consideration	(15,765)	21,719
Share-based compensation	61,619	25,516
Deferred income taxes	(708)	(479)
Payment of PIK interest	0	(8,903)
Other	3,539	(122)
Changes in operating assets and liabilities:
Accounts receivable, net and other receivables	1,686	(11,198)
Prepaid expenses and other assets	(4,219)	(1,157)
Accounts payable and accrued expense	(26,539)	(8,654)
Operating lease liabilities	(1,377)	0
Deferred revenue	(648)	8,856
Net cash provided by (used in) operating activities	(42,166)	(31,857)
Cash flows from investing activities:
Acquisition of CareLinx	0	(54,774)
Acquisition of doc.ai	0	(16,784)
Purchases of property and equipment	(1,909)	(1,898)
Capitalized internal-use software costs	(29,915)	(23,989)
Net cash used in investing activities	(31,824)	(97,445)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock	0	50,000
Proceeds from issuance of debt	0	20,000
Repayment of debt	0	(66,163)
Net proceeds from Reverse Recapitalization with Falcon Capital Acquisition Corp.	0	426,240
Proceeds from exercise of common stock options	6,310	3,473
Payments on financing lease obligations	(542)	(769)
Financing costs in conjunction with the issuance of debt	0	(1)
Net cash provided by financing activities	5,768	432,780
Effect of exchange rates on cash and cash equivalents	(319)	(166)
Net (decrease) increase in cash and cash equivalents	(68,541)	303,312
Cash and cash equivalents at beginning of period	271,105	22,603
Cash and cash equivalents at end of period	202,564	325,915
Supplemental disclosure of cash flow information:
Cash paid for interest	836	19,496
Cash paid for income taxes	23	45
Non-cash investing and financing activities:
CareLinx working capital adjustment	$ 659,000	$ 0

Acquisitions

9 Months Ended

Sep. 30, 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 was $64.9 million, consisting of $55.2 million of cash and $9.7 million equity-based consideration, comprised of 1,169,980 shares of common stock and 295,758 stock options. The fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands):


Cash	$	445
Accounts receivable	4,629
Other receivables	59
Prepaid expenses	234
Other current assets	300
Developed technology	14,800
Customer relationships	13,300
Trade name	2,600
Other long-term assets	1,789
Goodwill	31,349
Accrued expenses	(1,371)
Contract liabilities - current	(45)
Noncurrent contract liabilities	(53)
Other long-term liabilities	(3,125)
Total	$	64,911

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 Company finalized its purchase accounting for the CareLinx acquisition during the third quarter of 2022.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 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. As of September 30, 2022, the Company has settled all estimated contingent liabilities previously accrued and disclosed in our December 31, 2021 financial statements. 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.

Net Loss Per Share - Anti-dilutive Common Stock Equivalents (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	47,122,506	109,786,000	45,750,003	139,826,243
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	0	0	25,131,519
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	42,122,506	103,326,463	40,592,631	103,326,463
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	415,210	0	7,419,801
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	5,000,000	4,999,998	5,000,000	3,053,336
Contingently issued shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	1,044,329	157,372	895,124

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 4.3		$ 4.3		$ 3.9
Performance-based revenue recognized	1.4	$ 2.7	5.8	$ 8.0
Revenue recognized related to services provided in prior period	0.0		1.2
Performance-based revenue recognized but not yet settled with customers	$ 6.5	$ 4.0	$ 6.5	$ 4.0
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 Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Convertible debt	Convertible Warrants	Redeemable convertible preferred stock	Common Stock	Common Stock Convertible debt	Common Stock Convertible Warrants	Additional Paid-In Capital	Additional Paid-In Capital Convertible debt	Additional Paid-In Capital Convertible Warrants	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
Stock issued upon conversion of convertible securities (in shares)					672,324
Conversion of convertible securities	645							645
Issuance of stock for acquisitions (in shares)					8,435,301
Issuance of stock for acquisitions	81,293				$ 1			81,292
Issuance of warrants in connection with debt and revenue arrangements	39							39
Conversion of convertible securities (in shares)					672,324
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, 2020	4,000
Redeemable noncontrolling interest, ending balance at Sep. 30, 2021	0
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 Sep. 30, 2021				5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 2021				$ 58,205
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]
Net income (loss) attributable to noncontrolling interest in subsidiaries	(31)
Currency translation adjustment	(1,112)
Net income (loss) attributable to Sharecare, Inc.	(94,616)
Ending balance at Sep. 30, 2021	550,905				$ 34			1,037,377			(1,729)	(486,728)	1,951
Ending balance (in shares) at Sep. 30, 2021					339,034,410
Redeemable noncontrolling interest, beginning balance at Mar. 31, 2021	4,000
Redeemable Noncontrolling Interest
Dissolution of Redeemable NCI for Visualize Health	(4,000)
Redeemable noncontrolling interest, ending balance at Jun. 30, 2021	0
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2021				0
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2021				$ 0
Redeemable Convertible Preferred Stock
Issuance of Series D redeemable convertible preferred stock, net of issuance costs and antidilution provisions (in shares)				4,453,659
Issuance of Series D redeemable convertible preferred stock, net of issuance costs and antidilution provisions				$ 51,754
Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2021				4,453,659
Redeemable convertible preferred stock, ending balance at Jun. 30, 2021				$ 51,754
Beginning balance (in shares) at Mar. 31, 2021					227,639,682
Beginning balance at Mar. 31, 2021	48,616				$ 23			471,523			(1,511)	(423,365)	1,946
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)					233,372
Stock options exercised	255							255
Stock issued upon conversion of convertible securities (in shares)					53,658
Conversion of convertible securities	75							75
Common stock issued to settle contingent consideration from acquisitions in prior years (in shares)					1,078,213
Conversion of convertible securities (in shares)					53,658
Share-based compensation	2,360							2,360
Dissolution of Redeemable NCI for Visualize Health (in shares)					895,435
Dissolution of Redeemable NCI for Visualize Health	4,000							4,136					(136)
Net income (loss) attributable to noncontrolling interest in subsidiaries	24												24
Currency translation adjustment	589										353		236
Net income (loss) attributable to Sharecare, Inc.	(20,248)											(20,248)
Ending balance at Jun. 30, 2021	35,671				$ 23			478,349			(1,158)	(443,613)	2,070
Ending balance (in shares) at Jun. 30, 2021					229,900,360
Redeemable noncontrolling interest, ending balance at Sep. 30, 2021	0
Redeemable Convertible Preferred Stock
Issuance of stock for Series D antidilution provision (in shares)				546,341
Issuance of stock for Series D antidilution provision				$ 6,451
Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2021				5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 2021				$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)					683,463
Stock options exercised	1,121							1,121
Stock issued upon conversion of convertible securities (in shares)						37,695,910	10,921,334
Conversion of convertible securities		$ 136,399	$ 10,761			$ 4	$ 1		$ 136,395	$ 10,760
Issuance of stock for acquisitions (in shares)					1,262,475
Issuance of stock for acquisitions	10,348							10,348
Business Combination and Private Placement financing, net of issuance costs (in shares)					57,451,915
Business Combination and Private Placement financing, net of issuance costs	376,576				$ 6			376,570
Issuance of warrants in connection with debt and revenue arrangements	22							22
Issuance of stock for doc.ai antidilution provision (in shares)					1,052,398
Issuance of stock for doc.ai antidilution provision	12,682							12,682
Conversion of convertible securities (in shares)						37,695,910	10,921,334
Share-based compensation	11,130							11,130
Net income (loss) attributable to noncontrolling interest in subsidiaries	51												51
Currency translation adjustment	(741)										(571)		(170)
Net income (loss) attributable to Sharecare, Inc.	(43,115)											(43,115)
Other (in shares)					66,555
Ending balance at Sep. 30, 2021	550,905				$ 34			1,037,377			(1,729)	(486,728)	1,951
Ending balance (in shares) at Sep. 30, 2021					339,034,410
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
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
Stock options exercised	2,337							2,337
Common stock issued upon vesting of restricted stock units (in shares)					73,617
Issuance of warrants in connection with debt and revenue arrangements	19							19
Issuance of stock for WhitehatAI earnout (in shares)					132,587
Issuance of stock for doc.ai escrow shares (in shares)					677,680
Share-based compensation	33,681							33,681
Net income (loss) attributable to noncontrolling interest in subsidiaries	(98)												(98)
Currency translation adjustment	231										(69)		300
Net income (loss) attributable to Sharecare, Inc.	(38,201)											(38,201)
Other (in shares)					(5,097)
Ending balance 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
Redeemable noncontrolling interest, beginning balance at Dec. 31, 2021	0
Redeemable noncontrolling interest, ending balance at Sep. 30, 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 Sep. 30, 2022				5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 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)	6,213,820
Net income (loss) attributable to noncontrolling interest in subsidiaries	$ (697)
Currency translation adjustment	(2,007)
Net income (loss) attributable to Sharecare, Inc.	(94,583)
Ending balance at Sep. 30, 2022	$ 536,188				$ 35			1,110,803			(4,166)	(571,696)	1,212
Ending balance (in shares) at Sep. 30, 2022	353,441,847				353,441,847
Redeemable noncontrolling interest, beginning balance at Mar. 31, 2022	$ 0
Redeemable noncontrolling interest, ending balance at Jun. 30, 2022	0
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2022				5,000,000
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2022				$ 58,205
Redeemable convertible preferred stock, beginning balance (in shares) at Jun. 30, 2022				5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2022				$ 58,205
Beginning balance (in shares) at Mar. 31, 2022					349,082,480
Beginning balance at Mar. 31, 2022	562,805				$ 35			1,078,201			(2,130)	(515,314)	2,013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)					2,497,188
Stock options exercised	2,658							2,658
Common stock issued upon vesting of restricted stock units (in shares)					346,698
Issuance of warrants in connection with debt and revenue arrangements	14							14
Share-based compensation	18,558							18,558
Net income (loss) attributable to noncontrolling interest in subsidiaries	(496)												(496)
Currency translation adjustment	(1,206)										(1,040)		(166)
Net income (loss) attributable to Sharecare, Inc.	(29,025)											(29,025)
CareLinx working capital adjustment	(659)							(659)
Ending balance at Jun. 30, 2022	552,649				$ 35			1,098,772			(3,170)	(544,339)	1,351
Ending balance (in shares) at Jun. 30, 2022					351,926,366
Redeemable noncontrolling interest, ending balance at Sep. 30, 2022	0
Redeemable convertible preferred stock, beginning balance (in shares) at Sep. 30, 2022				5,000,000
Redeemable convertible preferred stock, ending balance at Sep. 30, 2022	58,205			$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)					1,301,650
Stock options exercised	1,315							1,315
Common stock issued upon vesting of restricted stock units (in shares)					306,326
Issuance of warrants in connection with debt and revenue arrangements	14							14
Share-based compensation	10,702							10,702
Net income (loss) attributable to noncontrolling interest in subsidiaries	(103)												(103)
Currency translation adjustment	(1,032)										(996)		(36)
Net income (loss) attributable to Sharecare, Inc.	(27,357)											(27,357)
CareLinx working capital adjustment (in shares)					(92,495)
Ending balance at Sep. 30, 2022	$ 536,188				$ 35			$ 1,110,803			$ (4,166)	$ (571,696)	$ 1,212
Ending balance (in shares) at Sep. 30, 2022	353,441,847				353,441,847

Nature of Business and Significant Accounting Policies - Other Expenses (Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ (2,121)	$ 4,976	$ 9,131	$ (10,523)
Re-measurement of warrant liabilities	(856)	(5,039)	6,634	(11,196)
Other	595	(23)	1,525	904
Total other income (expenses)	$ (2,382)	$ (86)	$ 17,290	$ (20,815)