0001816233-23-000057 | 10-K | XBRL Viewer

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Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2022	Mar. 24, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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	08-1365053
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 473,400,678
Entity Common Stock, Shares Outstanding		356,222,245
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001816233
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Atlanta, Georgia
Auditor Firm ID	42

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 182,508	$ 271,105
Accounts receivable, net (net of allowance for doubtful accounts of $7,197 and $6,212, respectively)	116,877	103,256
Other receivables	4,114	5,327
Prepaid expenses	12,612	8,819
Other current assets	4,515	2,459
Total current assets	320,626	390,966
Property and equipment, net	5,082	4,534
Other long-term assets (Note 4)	20,362	12,173
Intangible assets, net	163,114	155,086
Goodwill	191,817	192,442
Total assets	701,001	755,201
Current liabilities:
Accounts payable	8,838	27,155
Accrued expenses and other current liabilities (Note 4)	81,627	51,653
Deferred revenue	9,032	11,655
Contract liabilities, current	1,535	4,597
Total current liabilities	101,032	95,060
Contract liabilities, noncurrent	0	1,745
Warrant liabilities	2,441	10,820
Long-term debt (Note 8)	0	419
Other long-term liabilities	16,723	24,116
Total liabilities	120,196	132,160
Commitments and contingencies (Note 13)
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 December 31, 2022 and 2021	58,205	58,205
Stockholders’ equity:
Common stock, $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 354,463,620 and 345,788,707 shares issued and outstanding as of December 31, 2022 and 2021, respectively	35	35
Additional paid-in capital	1,120,024	1,042,164
Accumulated other comprehensive loss	(2,794)	(2,061)
Accumulated deficit	(595,820)	(477,113)
Total Sharecare, Inc. stockholders’ equity	521,445	563,025
Noncontrolling interest in subsidiaries	1,155	1,811
Total stockholders’ equity	522,600	564,836
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 701,001	$ 755,201

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 7,197	$ 6,212
Stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	354,463,620	345,788,707
Common stock, shares outstanding	354,463,620	345,788,707
Temporary Equity [Line Items]
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares outstanding	354,463,620	345,788,707
Common stock, shares issued	354,463,620	345,788,707
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized	5,000,000	5,000,000
Redeemable convertible preferred stock, shares issued	5,000,000	5,000,000
Redeemable convertible preferred stock, shares outstanding	5,000,000	5,000,000
Redeemable convertible preferred stock, aggregate liquidation preference	$ 50,000	$ 50,000

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 442,415	$ 412,815	$ 328,805
Costs and operating expenses:
Costs of revenue (exclusive of depreciation and amortization below)	238,293	203,218	160,911
Sales and marketing	55,870	51,407	33,335
Product and technology	70,527	74,438	44,078
General and administrative	171,811	136,594	83,238
Depreciation and amortization	45,256	32,601	24,684
Total costs and operating expenses	581,757	498,258	346,246
Loss from operations	(139,342)	(85,443)	(17,441)
Other income (expense):
Interest income	1,867	96	71
Interest expense	(2,431)	(27,662)	(31,037)
Loss on extinguishment of debt	0	(1,148)	0
Other income (expense)	20,215	27,007	(9,709)
Total other income (expense)	19,651	(1,707)	(40,675)
Loss before income tax benefit and loss from equity method investment	(119,691)	(87,150)	(58,116)
Income tax benefit	206	2,021	1,557
Loss from equity method investment	0	0	(3,902)
Net loss	(119,485)	(85,129)	(60,461)
Net loss attributable to noncontrolling interest in subsidiaries	(778)	(129)	(443)
Net loss attributable to Sharecare, Inc.	$ (118,707)	$ (85,000)	$ (60,018)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.34)	$ (0.30)	$ (0.28)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.34)	$ (0.30)	$ (0.28)
Weighted-average common shares outstanding, basic (in shares)	348,103,491	281,026,365	215,094,037
Weighted-average common shares outstanding, diluted (in shares)	348,103,491	281,026,365	215,094,037
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (119,485)	$ (85,129)	$ (60,461)
Foreign currency translation	(611)	(1,486)	(241)
Comprehensive loss	(120,096)	(86,615)	(60,702)
Comprehensive loss attributable to noncontrolling interest in subsidiaries	(656)	(256)	(1,184)
Comprehensive loss attributable to Sharecare, Inc.	$ (119,440)	$ (86,359)	$ (59,518)

Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Mindsciences	WhitehatAI	doc.ai Incorporated	CareLinx Inc	Cumulative effect adjustment	Convertible debt	Convertible warrants	Redeemable convertible preferred stock	Common Stock	Common Stock Mindsciences	Common Stock WhitehatAI	Common Stock doc.ai Incorporated	Common Stock CareLinx Inc	Common Stock Convertible debt	Common Stock Convertible warrants	Additional Paid-In Capital	Additional Paid-In Capital Mindsciences	Additional Paid-In Capital WhitehatAI	Additional Paid-In Capital doc.ai Incorporated	Additional Paid-In Capital CareLinx Inc	Additional Paid-In Capital Convertible debt	Additional Paid-In Capital Convertible warrants	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Cumulative effect adjustment	Noncontrolling Interest in Subsidiaries
Redeemable noncontrolling interest, starting balance at Dec. 31, 2019	$ 0
Redeemable Noncontrolling Interest
Issuance of redeemable noncontrolling interest for and stock for Visualize Health acquisitions	5,040
Change in fair value of redeemable noncontrolling interest in subsidiaries	960
Redemption of Visualize Health put options	(974)
Expiration of Visualize Health put options	(1,026)
Redeemable noncontrolling interest, ending balance at Dec. 31, 2020	4,000
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2019									0
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2019									$ 0
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2020									0
Redeemable convertible preferred stock, ending balance at Dec. 31, 2020									$ 0
Beginning balance (in shares) at Dec. 31, 2019										211,051,406
Beginning balance at Dec. 31, 2019	9,559									$ 22							$ 339,583							$ (1,202)	$ (332,095)		$ 3,251
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)										352,658
Stock options exercised	338																338
Issuance of redeemable noncontrolling interest for and stock for Visualize Health acquisitions	584																584
Change in fair value of redeemable noncontrolling interest in subsidiaries	(960)																(960)
Issuance of stock for acquisitions (in shares)											3,386,990	1,425,171
Issuance of stock for acquisitions		$ 7,548	$ 2,160															$ 7,548	$ 2,160
Issuance of stock for Wellstar investment (in shares)										890,732
Issuance of stock for Wellstar investment	6,745																6,745
Issuance of warrants in connection with debt and revenue arrangements	1,097																1,097
ASC 810-10 Visualize Health NCI Attribution	(7)																(7)
Beneficial conversion feature in connection with convertible debt	(135)																(135)
Share-based compensation	19,160																19,160
Currency translation adjustment	(241)																							500			(741)
Expiration of Visualize Health put options	1,026																890										136
Net income (loss) attributable to noncontrolling interest in subsidiaries	(443)																										(443)
Net income (loss) attributable to Sharecare, Inc.	(60,018)																								(60,018)
Other	131																131
Ending balance at Dec. 31, 2020	(13,456)					$ 593				$ 22							377,134							(702)	(392,113)	$ 593	2,203
Ending balance (in shares) at Dec. 31, 2020										217,106,957
Redeemable Noncontrolling Interest
Dissolution of redeemable noncontrolling interest for Visualize Health	(4,000)
Redeemable noncontrolling interest, ending balance at Dec. 31, 2021	0
Redeemable Convertible Preferred Stock
Issuance of Series D redeemable convertible preferred stock, net of issuance costs and antidilution provision (in shares)									4,453,659
Issuance of Series D redeemable convertible preferred stock, net of issuance costs and antidilution provision									$ 51,754
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 Dec. 31, 2021									5,000,000
Redeemable convertible preferred stock, ending balance at Dec. 31, 2021	$ 58,205								$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	15,788,241									15,067,237
Stock options exercised	$ 15,434									$ 2							15,432
Issuance of stock for acquisitions (in shares)													8,435,301	1,262,475
Issuance of stock for acquisitions				$ 81,293	$ 10,348								$ 1							$ 81,292	$ 10,348
Settlement of contingent liability on Whitehat earnout	595																595
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
Issuance of warrants in connection with debt and revenue arrangements	79																79
Common stock issued to settle contingent consideration from acquisitions in prior years (in shares)										1,078,213
Common stock issued upon vesting of restricted stock units (in shares)										31,250
Conversion of convertible securities (in shares)															37,695,910	11,647,316
Conversion of convertible securities							$ 136,399	$ 11,481							$ 4	$ 1						$ 136,395	$ 11,480
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
Dissolution of redeemable noncontrolling interest for Visualize Health (in shares)										895,435
Dissolution of redeemable noncontrolling interest for Visualize Health	4,000																4,136										(136)
Share-based compensation	46,780																46,780
Currency translation adjustment	(1,486)																							(1,341)			(145)
Repurchased shares of common stock related to exercise of employee stock options (in shares)										(6,002,255)
Repurchased shares of common stock related to exercise of employee stock options	(29,772)									$ (1)							(29,771)
Net income (loss) attributable to noncontrolling interest in subsidiaries	(129)																							(18)			(111)
Net income (loss) attributable to Sharecare, Inc.	(85,000)
Net income (loss) attributable to Sharecare, Inc.	(85,593)																								(85,593)
Other (in shares)										66,555
Other	(988)																(988)
Ending balance at Dec. 31, 2021	$ 564,836									$ 35							1,042,164							(2,061)	(477,113)		1,811
Ending balance (in shares) at Dec. 31, 2021	345,788,707									345,788,707
Ending balance (in shares) at Jul. 01, 2021	337,088,179
Redeemable noncontrolling interest, ending balance at Dec. 31, 2022	$ 0
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022									5,000,000
Redeemable convertible preferred stock, ending balance at Dec. 31, 2022	$ 58,205								$ 58,205
Beginning balance (in shares) at Dec. 31, 2021	345,788,707									345,788,707
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	9,421,583									9,421,590
Stock options exercised	$ 10,829																10,829
CareLinx working capital adjustment (in shares)										(92,495)
CareLinx working capital adjustment					$ (658)																$ (658)
Issuance of stock for WhitehatAI earnout (in shares)										132,587
Issuance of stock for doc.ai escrow shares (in shares)										677,680
Issuance of warrants in connection with debt and revenue arrangements	62																62
Common stock issued upon vesting of restricted stock units (in shares)										857,343
Share-based compensation	72,011																72,011
Currency translation adjustment	(611)																							(733)			122
Repurchased shares of common stock related to exercise of stock options (in shares)										(2,166,093)
Repurchased shares of common stock related to exercise of stock options	(4,135)																(4,135)
Repurchased shares of common stock related to exercise of employee stock options (in shares)										(150,602)
Repurchased shares of common stock related to exercise of employee stock options	(249)																(249)
Net income (loss) attributable to noncontrolling interest in subsidiaries	(778)																										(778)
Net income (loss) attributable to Sharecare, Inc.	(118,707)																								(118,707)
Other (in shares)										(5,097)
Ending balance at Dec. 31, 2022	$ 522,600									$ 35							$ 1,120,024							$ (2,794)	$ (595,820)		$ 1,155
Ending balance (in shares) at Dec. 31, 2022	354,463,620									354,463,620

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (119,485)	$ (85,129)	$ (60,461)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	45,256	32,601	24,684
Non-cash interest expense	967	4,680	20,776
Write-off of deferred financing fees and debt discount	0	12,063	0
Loss on extinguishment of debt	0	1,148	0
Amortization of contract liabilities	(4,380)	(5,616)	(5,678)
Accretion of contract liabilities	880	1,561	2,053
Lease right-of-use asset expense	5,911	0	0
Loss from equity method investment	0	0	3,902
Change in fair value of warrant liability and contingent consideration	(18,492)	(26,123)	9,647
Share-based compensation	69,628	46,780	19,160
Deferred income taxes	(227)	(2,196)	(1,604)
Payment of PIK interest	(1,106)	(8,717)	0
Other	4,783	2,270	1,094
Changes in operating assets and liabilities:
Accounts receivable, net and other receivables	(16,188)	(31,469)	8,104
Prepaid expenses and other assets	(3,926)	(4,810)	(378)
Accounts payable and accrued expense	(8,904)	9,381	9,239
Operating lease liabilities	(1,751)	0	0
Deferred revenue	(2,623)	(527)	(15,777)
Net cash provided by (used in) used in operating activities	(49,657)	(54,103)	14,761
Cash flows from investing activities:
Acquisition of Visualize Health	0	0	(2,000)
Acquisition of MindSciences	0	0	140
Acquisition of CareLinx	0	(54,774)	0
Acquisition of doc.ai	0	(16,784)	0
Purchases of property and equipment	(3,687)	(2,423)	(1,814)
Capitalized internal-use software costs	(40,667)	(38,406)	(15,497)
Net cash used in investing activities	(44,354)	(112,387)	(19,171)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock and warrants, net of issuance costs	0	50,000	6,774
Proceeds from issuance of debt	0	20,000	38,000
Repayment of debt	0	(66,350)	(40,000)
Net proceeds from Reverse Recapitalization with Falcon Capital Acquisition Corp.	0	426,240	0
Proceeds from exercise of common stock options	6,692	5,964	336
Repurchased shares of common stock related to exercise of employee stock options	0	(19,581)	0
Payments for shares repurchased	(250)	0	0
Payments on financing lease obligations	(931)	(1,052)	(1,268)
Financing costs	0	(1)	(72)
Net cash provided by financing activities	5,511	415,220	3,770
Effect of exchange rates on cash and cash equivalents	(97)	(228)	(435)
Net (decrease) increase in cash and cash equivalents	(88,597)	248,502	(1,075)
Cash and cash equivalents at beginning of period	271,105	22,603	23,678
Cash and cash equivalents at end of period	182,508	271,105	22,603
Supplemental disclosure of cash flow information:
Cash paid for interest	1,112	19,946	9,942
Cash paid for income taxes	24	52	162
Noncash financing activities:
CareLinx working capital adjustment	659	0	0
Deferred offering costs not yet paid	$ 0	$ 0	$ 2,071

Nature of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Nature of Business

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

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

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

Basis of Presentation 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.

Change in Accounting Estimate

During the fourth quarter of 2022, the Company re-evaluated the remaining useful life of the prepaid research and development agreement and determined that it expects to realize the remaining $6.0 million of benefits from the arrangement through December 31, 2023. As of December 31, 2022, $4.8 million of benefits from the arrangement remained.

Use of Estimates

The preparation of these consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements are revenue recognition, the valuation of assets and liabilities acquired in business combinations, the valuation of common stock prior to the Business Combination, stock-based compensation, and income taxes. The Company bases its estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Concentration of Credit Risk

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

Domestic revenues from operations represent approximately 97%, 95%, and 95% of total revenue during the years ended December 31, 2022, 2021 and 2020, respectively. One customer accounted for 9%, 11%, and 16% of the Company’s total revenues during the years ended December 31, 2022, 2021 and 2020, respectively.

As of December 31, 2022 and 2021 there was one customer that individually accounted for 7% and 11%, respectively, of the Company’s accounts receivable, net.

Fair Value Measurements

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

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

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

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

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

Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis

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

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

Cash and Cash Equivalents

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

Accounts Receivable and Allowance for Doubtful Accounts

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

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


	Year Ended December 31,
	2022		2021
Allowance for doubtful accounts – beginning balance	$	6,212	$	5,707
Provision for doubtful accounts	3,210		3,029
Amounts written off and other adjustments	(2,225)		(2,524)
Allowance for doubtful accounts – ending balance	$	7,197	$	6,212

Property and Equipment

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

Business Combinations

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

Other Long-Term Assets

As of December 31, 2022 and 2021, other long-term assets included security deposits associated with the leasing of office space, tax credits that can be used to reduce the Company’s foreign taxable income (or that are receivable in cash if not used within three years), and other long-term assets related to a recent acquisition.

As of December 31, 2022, other long-term assets included operating lease right-of-use assets due to the adoption of ASC 842 (Note 6) and an asset acquired from a related party (Note 14).

As of December 31, 2021, other long-term assets included a non-cash payment for up-front research and development costs related to the issuance of Series A redeemable convertible preferred stock. Amortization for the non-cash payment for up-front research and development costs is recorded to product and technology in the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis. See table in Note 4.

Intangible Assets

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

Intangible assets have useful lives within the following ranges:


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

Contract Liabilities

In connection with 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 prior year balances as of December 31, 2021 and December 31, 2020 included certain contract liabilities related to office lease agreements prior to the adoption of ASC 842 in the current year. Amortization of these contract liabilities for the year ended December 31, 2022 was $4.4 million. Of that amount, $1.8 million was included within cost of revenues and $2.6 million was included in general and administrative expenses in the Consolidated Statements of Operations

and Comprehensive Loss. Amortization of these contract liabilities for the year ended December 31, 2021 was $5.6 million. Of that amount, $1.7 million was included within cost of revenues and $3.9 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities during the year ended December 31, 2020 was $5.7 million. Of that amount, $1.7 million was included within cost of revenues and $4.0 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a related party in the amount of $16.9 million, related to service agreements, of which $10.0 million is classified as current and recorded in accrued expenses and other current liabilities and $6.9 million is classified as noncurrent and recorded in other long-term liabilities in the Consolidated Balance Sheets.

Deferred Financing Fees, Net

In connection with obtaining loans, the Company incurred and capitalized fees that were settled in cash and warrants. In addition, in connection with the modification of historical convertible debt instruments and through the issuance of convertible debt instruments, the Company had a beneficial conversion feature on its Series B, Series B-3 and Series B-4 Convertible Notes that were outstanding prior to the Business Combination. The financing fees and beneficial conversion features were amortized over the life of the loans as a component of interest expense. In July 2021, the Company’s Series B, Series B-3 and Series B-4 Convertible Notes were fully converted into common stock in connection with the consummation of the Business Combination (see Note 8). During the year ended December 31, 2022, expense recognized in the Consolidated Statement of Operations and Comprehensive Loss related to deferred financing fees totaled $0.3 million, which represented the amortization of financing fees. During the year ended December 31, 2021, expense recognized in the Consolidated Statement of Operations and Comprehensive Loss related to deferred financing fees totaled $15.5 million, which primarily consisted of the loss on conversion of debt. During the year ended December 31, 2020, expense recognized in the Consolidated Statement of Operations and Comprehensive Loss related to deferred financing fees totaled $6.8 million, which represented the amortization of financing fees and beneficial conversion features.

Income Taxes

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

The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company classifies its deferred income taxes as noncurrent on the Consolidated Balance Sheets.

Deferred Revenue

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

Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of December 31, 2022 and 2021, such fees were $9.0 million and $11.7 million, respectively. The Company recognized $6.4 million of revenue during the year ended December 31, 2022 that was included in deferred revenue at December 31, 2021. The Company recognized $7.7 million of revenue during the year ended December 31, 2021 that was included in deferred revenue at December 31, 2020.

Revenue Recognition

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

Enterprise Revenue

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

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

The Company provides customers with Blue Zones Project solutions, a turnkey program for communities to apply the Blue Zone Project program principles, enabling community sponsors such as health plans, employers, and health systems, with a way to improve the health of their community in a tangible, measurable way. These contracts generally include two performance obligations, the discovery period and the subsequent content delivery for each year of engagement. The revenue is recognized based on the relative standalone selling price of the performance obligations evenly over time. These contracts do not include termination clauses and often have two-to-four-year terms.

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

The Company’s CareLinx offerings are focused on connecting caregivers with facilities or individuals that are in need of additional support. These services are generally considered a series of distinct performance obligations. Revenue is recognized for all identified performance obligations as billed using the “as-invoiced” practical expedient.

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 a variable consideration amount 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 to measure performance. Performance-based fees subject to refund that the Company has not recognized as revenues are generally due to either the: (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 December 31, 2022 and 2021, such fees included within deferred revenue were $4.4 million and $3.9 million, respectively.

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

In the event that 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 $7.7 million, $10.0 million, and $12.5 million of revenues recognized during the years ended December 31, 2022, 2021 and 2020, respectively, were performance-based. As of December 31, 2022, 2021 and 2020, 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 $6.3 million, $5.7 million and $7.3 million, respectively, all of which were based on actual results. During the year ended December 31, 2022, $1.4 million was recognized in revenue that related to services provided prior to December 31, 2021.

Provider Revenue

Provider revenue is primarily based on services which provide data and information-driven solutions for healthcare providers that are tailored to improve productivity and efficiency and enhance patient care and management while upholding the latest compliance, security, and privacy standards. Revenue is based on the volume of health document requests fulfilled and recognized upon satisfactory delivery to the customer. In addition, provider revenue is derived from subscription fees for various technology-related services that assist providers with efficiency, productivity, quality, performance and risk-adjustment tools, billing contract compliance and enhanced patient care. Subscription fees are recognized ratably over a one-to-three-year contractual period.

Life Sciences Revenue

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

Certain customer transactions may contain multiple performance obligations that may include delivery of content, page views, and ad sponsorship over time. To account for each of these elements separately, the delivered elements must be capable of being distinct and must be distinct in the context of the contract.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of December 31, 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 $110.3 million. As of December 31, 2022, the Company expects to recognize revenue on approximately 67% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.

Disaggregated Revenue

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


	Year Ended December 31,
	2022		2021		2020
Enterprise	$	258,642	$	243,404	$	188,339
Provider	104,170		90,921		79,324
Life Sciences	79,603		78,490		61,142
Total Revenue	$	442,415	$	412,815	$	328,805

One-Time Contribution

For the year ended December 31, 2022, the Company recorded $1 million of revenue to the Consolidated Statements of Operations and Comprehensive Loss related to a one-time contribution received during the fourth quarter of 2022 in connection with its development of a consumer-facing health education virtual reality experience.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the respective local currency. All asset and liability accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a

Foreign currency transaction gains (losses) are included in other expense in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Foreign currency transaction gains (losses) during the years ended December 31, 2022, 2021 and 2020 were immaterial.

Advertising expense

Advertising costs, which are expensed as incurred, totaled $10.3 million, $8.8 million and $6.8 million in 2022, 2021 and 2020, respectively.

Employee Benefit Plan

The Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Company’s board of directors. The Company contributed $2.0 million, $1.5 million and $1.0 million during the years ended December 31, 2022, 2021 and 2020, respectively.

Share-Based Payments

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

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

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

Net Loss Per Share

The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income or loss available to common stockholders for the period to be allocated between common and other participating securities based upon their respective rights to receive dividends as if all income or losses for the period had been distributed. However, the Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends, but contractually does not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued, as their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2022, 2021, and 2020.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net losses attributable to common stockholders to reallocate

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

Other Income (Expense)

For the years ended December 31, 2022, 2021, and 2020, other income (expense) consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Re-measurement of contingent consideration	$	10,113	$	13,447	$	(6,211)
Re-measurement of warrant liabilities	8,379		12,676		(3,436)
Other	1,723		884		(62)
Total other income (expense)	$	20,215	$	27,007	$	(9,709)

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. Based on the Company’s evaluation, the adoption is not expected to have a material impact on the Company’s consolidated financial statements.

Recently Adopted Accounting Standards

Stock Compensation. In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The standard largely aligns the accounting for share-based payment awards issued to employees and non-employees by expanding the scope of ASC 718 to apply to non-employee share-based transactions, as long as the transaction is not effectively a form of financing. The Company adopted ASU 2018-07 on January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2019, the FASB issued ASU No. 2019-08, Compensation-Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements – Share Based Consideration Issued to a Customer. The update requires that an entity measure and classify share-based payment awards to a customer by applying the guidance in Topic ASC 718. The Company adopted ASU 2019-08 on January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Business Combination. In October 2021, the FASB issued ASU No. 2021-08, Business Combination (Topic 805): Accounting for Contracts Assets and Contract Liabilities from Contracts with Customers. The update requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities, such as deferred revenue, in a business combination and eliminates the requirement to recognize such items at fair value as of the acquisition date. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in an interim period. The Company elected to early adopt ASU No. 2021-08

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

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. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Company adopted ASU 2019-12 on January 1, 2022, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Business Combination

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Business Combination

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

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

Prior to the Special Meeting, holders of 19,864,030 shares of FCAC’s Class A common stock sold in FCAC’s initial public offering exercised their right to redeem those shares for cash at a price of approximately $10.00 per share, for an aggregate redemption price of approximately $198.6 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 December 31, 2022. The Earnout Shares allocated to Legacy Sharecare stockholders are accounted for as liability instruments and classified within Level 1 as they are publicly traded and have an observable market price in an active market (see Note 3). The Earnout Shares allocated to the Legacy Sharecare option holders are classified as equity instruments and accounted for under ASC 718.

The Business Combination was accounted for as a Reverse Recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, FCAC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Sharecare issuing stock for the net assets of FCAC, accompanied by a recapitalization. The cash of $146.4 million,

which included cash previously held in the FCAC trust (net of redemptions), and working capital accounts of FCAC were recorded at historical cost, which approximates fair value. The Company also assumed the private placement warrants and public warrants (each as defined herein) from FCAC, which were recorded based on the acquisition date fair value (see Note 3). Cash paid for issuance costs and advisory fees were approximately $54.0 million. Additionally, in connection with the Business Combination, the Company made one-time bonus payments of $11.6 million to certain executives which has been recorded in General and Administrative expense, and resulted in a reduction in operating cash flows.

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

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

The following table reconciles the elements of the Business Combination to the net proceeds from Reverse Recapitalization with FCAC, as set forth in the Consolidated Statement of Cash Flows for the year ended December 31, 2021 (in thousands):


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

The following table reconciles the number of shares of common stock of FCAC to common stock of the Company immediately following the consummation of the Business Combination, as reflected on the Consolidated Statement of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for the year ended December 31, 2021 (share numbers are not in thousands):


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

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsThe Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration liabilities. 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 and are recorded at estimated fair value.

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


	December 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,526	$	—	$	—	$	10,526
Total cash equivalents at fair value	$	10,526	$	—	$	—	$	10,526

Liabilities
Warrant liabilities	$	2,441	$	—	$	—	$	2,441
Contingent consideration - other liabilities	—		—		1,879		1,879
Total liabilities at fair value	$	2,441	$	—	$	1,879	$	4,320


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

Liabilities
Warrant liabilities	$	10,820	$	—	$	—	$	10,820
Contingent consideration - other liabilities	—		—		13,897		13,897
Total liabilities at fair value	$	10,820	$	—	$	13,897	$	24,717

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 is 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 liabilities classified as Level 3 for the periods presented (in thousands):




December 31, 2020	$	9,271
Contingent consideration from acquisition	10,305
Antidilution provision for Series D Preferred Stock	6,387
Settlement of contingent consideration for doc.ai acquisition	(12,682)
Conversion of Series D Preferred Stock to Series A Preferred Stock	(6,451)
Contingent consideration in connection with the Business Combination	21,109


Settlement of contingent consideration for WhitehatAI earnout	(595)
Re-measurement of contingent consideration (other (income) expense)	(13,447)
December 31, 2021	13,897
Settlement of contingent consideration for Health Data Services (“HDS”) retained shares	(1,905)
Re-measurement of contingent consideration (other (income) expense)	(10,113)
December 31, 2022	$	1,879

- Definition

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

+ References + Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Property and Equipment

As of December 31, 2022 and 2021, property and equipment, net consisted of the following (in thousands):


	Estimated Useful Lives (Years)	2022		2021
Computer hardware	3	$	10,171	$	14,379
Furniture/fixtures	5–7	1,345		2,055
Leasehold improvements	1–5	2,204		2,678
Other	Indefinite	—		18
Property and equipment, gross		13,720		19,130
Less: accumulated depreciation		(8,638)		(14,596)
Property and equipment, net		$	5,082	$	4,534

Depreciation expense during the years ended December 31, 2022, 2021, and 2020 totaled $3.2 million, $2.7 million, and $2.8 million, respectively.

Long-term Assets

As of December 31, 2022 and 2021, long-term assets consisted of the following (in thousands):


	2022		2021
Security deposits	$	572	$	690
Foreign tax credits	1,811		1,376
Research and development costs	—		6,081
Acquisition related assets	1,770		2,257
Operating lease right-of-use assets	7,755		—
Related party contract asset	5,802		—
Other	2,652		1,769
Total long-term assets	$	20,362	$	12,173

Accrued Expenses and Other Current Liabilities

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


	2022		2021
Accrued expenses	$	18,526	$	27,050
Accrued compensation	23,762		16,428
Accrued media costs	4,515		4,816
Accrued taxes	1,602		1,396
Operating lease liabilities, current	2,941		—
Contract liabilities due to a related party, current	10,000		—
Accrued expenses due to a related party	18,011		—
Accrued other	2,270		1,963
Total accrued expenses and other current liabilities	$	81,627	$	51,653

Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

2021

doc.ai

On February 22, 2021, the Company acquired all outstanding equity interests of doc.ai Incorporated. The total purchase price in connection with the acquisition was $120.6 million, consisting of $29.0 million of cash (comprised of $15.0 million due upon closing and $14.0 million paid via a note payable), $10.3 million of contingent consideration (comprised of up to 1,145,790 shares of common stock and up to 485,922 stock options), and $81.3 million in the form of 9,039,117 shares of common stock (8,435,301 issued at closing and 603,816 shares to be issued at the first anniversary of the acquisition) and 2,444,361 stock options. The note payable and contingent consideration was settled on July 1, 2021 in connection with the Business Combination. The fair value of the assets acquired and liabilities assumed in connection with the acquisition are as follows (in thousands):


Cash and cash equivalents	$	12,217
Prepaid expenses	244
Other current assets	400
Developed technology	15,668
Customer relationships	17,389
Goodwill	85,811
Accounts payable and other accrued liabilities	(5,965)
Deferred revenue	(2,274)
Debt	(904)
Deferred tax liability	(1,688)
Other long-term liabilities	(302)
Total	$	120,596

The fair value assigned to the developed technology was determined using the relief from royalty method. The fair value of the customer relationships was determined using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The Company incurred transaction-related expenses of $0.8 million which were recorded under general and administrative expenses in the Consolidated Statement of Operations and Comprehensive Loss. The Company also incurred compensation expenses of $8.8 million through the issuance of replacement stock options which were recorded under general and administrative expenses and product and technology expenses in the Consolidated Statement of Operations and Comprehensive Loss. Goodwill represents the excess of the purchase consideration over the estimated acquisition date fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill also represents the future benefits as a result of the acquisition that will enhance the Company’s products

available to both new and existing customers and increase the Company’s competitive position. The goodwill resulting from this acquisition is not tax deductible. The Company finalized its purchase accounting for the doc.ai acquisition during the fourth quarter of 2021.

CareLinx

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

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Leases

On January 1, 2022, the Company adopted ASU 2016-02, Leases (Topic 842) using the optional transition method resulting in a cumulative-effect adjustment to the Consolidated Balance 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 December 31, 2022 is as follows (in thousands):


	December 31, 2022
Balance Sheet:	Financial position if ASU 2016-02 had not been adopted on January 1, 2022		As reported under ASU 2016-02 adoption		$ Change		% Change
Prepaid expenses	$	13,042	$	12,612	$	(430)	(3)	%
Other long-term assets	$	12,552	$	20,362	$	7,810	62	%
Total assets	$	693,621	$	701,001	$	7,380	1	%
Accrued expenses and other current liabilities	$	78,688	$	81,627	$	2,939	4	%
Contract liabilities, current	$	1,308	$	1,535	$	227	17	%
Contract liabilities, noncurrent	$	209	$	—	$	(209)	(100)	%
Other long-term liabilities	$	11,347	$	16,723	$	5,376	47	%
Total liabilities	$	111,863	$	120,196	$	8,333	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 December 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 year ended December 31, 2022 are as follows (in thousands, except lease term and discount):


	Year Ended December 31, 2022
Operating lease costs	$	6,225
Variable lease costs	2,010
Short-term lease expense	190
Total operating lease costs	$	8,425

Weighted-average remaining lease term (years):
Operating leases	4.1

Weighted-average discount rate:
Operating leases	4.5		%

Operating lease expense was $6.2 million and $6.4 million for the years ended December 31, 2021 and 2020, 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 year ended December 31, 2022 was $2.1 million.

Supplemental cash flow information related to leases for the year ended December 31, 2022 is as follows (in thousands):


	Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	6,798
Assets obtained in exchange for lease obligations:
Operating leases	$	5,410

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


Leases:	Operating Leases
2023	$	3,282
2024	1,663
2025	1,245
2026	1,248
2027	1,212
Thereafter	457
Total undiscounted future cash flows	9,107
Less: Imputed interest	(814)
Present value of lease liabilities	$	8,293

Lease liabilities, current	2,941
Lease liabilities, noncurrent	5,352
Present value of lease liabilities	$	8,293

The total future minimum rental payments related to the aforementioned subleases to be received as of December 31, 2022 is $0.5 million.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible assets as of December 31, 2022 and 2021 were as follows (in thousands):


	December 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	68,083	$	(21,806)	$	46,277	7.8
Trade name	3,549		(1,534)		2,015		4.6
Customer relationships	77,849		(33,549)		44,300		9.1
Internal use software	156,661		(93,703)		62,958		2.1
Total definite-lived, intangible assets	$	306,142	$	(150,592)	$	155,550

Intangible assets not subject to amortization
Internal use software projects in process	$	2,534	$	—	$	2,534
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	7,564	$	—	$	7,564
Total intangible assets	$	313,706	$	(150,592)	$	163,114


	December 31, 2021
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	69,063	$	(24,950)	$	44,113	9.2
Trade name	6,392		(3,932)		2,460		5.5
Customer relationships	77,849		(27,468)		50,381		9.9
Internal use software	121,218		(72,380)		48,838		2.4
Total definite-lived, intangible assets	$	274,522	$	(128,730)	$	145,792

Intangible assets not subject to amortization
Internal use software projects in process	$	4,264	$	—	$	4,264
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	9,294	$	—	$	9,294
Total intangible assets	$	283,816	$	(128,730)	$	155,086

The following tables set forth the changes in the carrying amount of the Company’s goodwill during the years ended December 31, 2022 and 2021 (in thousands):


December 31, 2020	$	75,736
Additions	117,320
Foreign currency translation adjustments	(614)
December 31, 2021	192,442
Purchase accounting opening balance sheet adjustment	(161)
Foreign currency translation adjustment	(464)
December 31, 2022	$	191,817

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 combination of income and market approaches. 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 were 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 other triggering events during the year ended December 31, 2022.

Amortization expense on intangible assets totaled $42.1 million, $29.9 million and $21.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss.

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


Year ending December 31:
2023	$	46,210
2024	36,716
2025	20,870
2026	12,940
2027	11,164
Thereafter	27,650
Total	$	155,550

Debt	12 Months Ended
Debt	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt As of December 31, 2022 and 2021, debt was comprised of outstanding borrowings $0 and $0.4 million, respectively, under the Company’s senior secured revolving credit facility (the “Revolving Facility”) due February 2023 (see Note 16 Subsequent Events). 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, (“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% (the related deferred financing fees of $0 and $0.3 million as of December 31, 2022 and December 31, 2021, respectively, are presented as other current assets on the Consolidated Balance Sheets). In July 2021, the Company settled substantially all of its existing indebtedness, totaling $178.4 million in connection with the consummation of the Business Combination and pursuant to the terms of the Merger Agreement. The Company’s Series B, Series B-3 and Series B-4 Convertible Notes were fully converted into 37,695,910 shares of common stock, adjusted by the Exchange Ratio of 71.26. The Company recognized a loss on conversion of debt of $12.1 million related to the write-off of the deferred beneficial conversion feature and warrant costs within interest expense in the Consolidated Statement of Operations and Comprehensive Loss. The Company also repaid in full and terminated its Second Lien Credit Agreement and recognized a loss on extinguishment of debt of $1.1 million related to unamortized discounts as separately disclosed within the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2021. Senior Secured Credit Agreement In March 2017, the Company refinanced its existing debt through the execution of the Senior Secured Credit Agreement. The Senior Secured Credit Agreement provides for a senior secured revolving credit facility with total commitments of $60.0 million. Availability under the Revolving Facility is generally subject to a borrowing base based on a percentage of applicable eligible receivables. Borrowings under the Revolving Facility generally bear interest at a rate equal to, at the applicable Borrower’s option, either (a) a base rate or (b) a rate based on LIBOR, in each case, plus an applicable margin. The applicable margin is based on a fixed charge coverage ratio and ranges from (i) 1.75% to 2.25% for U.S. base rate loans and (ii) 2.75% to 3.25% for LIBOR. The Senior Secured Credit Agreement was scheduled to mature on February 10, 2023 (see Note 16 Subsequent Events). Borrowings under the Senior Secured Credit Agreement are secured by all assets of the Company. In connection with the consummation of the Business Combination, Legacy Sharecare, the other Borrowers, the Lenders and the Administrative Agent, entered into an Amendment Number Six to the Senior Secured Credit Agreement (the “Sixth Amendment”). Pursuant to the Sixth Amendment, the Administrative Agent and Lenders provided certain consents with respect to the consummation of the Transactions and certain amendments were made to the terms of the Senior Secured Credit Agreement to reflect the Transactions. The Company and certain other subsidiaries of Legacy Sharecare executed joinders to become a party to the Senior Secured Credit Agreement as required by the Sixth Amendment in July 2021. The Senior Secured Credit Agreement contains a number of customary affirmative and negative covenants and the Company in compliance with those covenants as of December 31, 2022. As of December 31, 2022, $51.1 million was available for borrowing under the Revolving Facility net of the letters of credit (Note 13) and associated miscellaneous fees.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI 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
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-Section 50
-Paragraph 1C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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-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
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
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-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
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

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-Publisher FASB
-Name Accounting Standards Codification
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-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
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-Paragraph 1I
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

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-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Components of the income tax expense during the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):


	2022		2021		2020
Current expense (benefit):
Foreign	$	(47)	$	133	$	—

Federal	56		—		—
State	12		42		47
	21		175		47
Deferred expense (benefit):
Foreign	764		(84)		154
Federal	(308)		(1,469)		(1,404)
State	(683)		(643)		(354)
	(227)		(2,196)		(1,604)
Total income tax expense (benefit)	$	(206)	$	(2,021)	$	(1,557)

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


	2022		2021		2020
Income tax benefit at the federal statutory rate	21.00	%	21.00	%	21.00	%
Change in valuation allowance	(30.29)	%	(22.43)	%	(23.36)	%

State income tax	8.50	%	10.43	%	5.60	%
Permanent: fair market value adjustments	3.25	%	6.29	%	(3.05)	%
Permanent: compensation	1.07	%	(0.83)	%	0.12	%
Deferred: stock compensation	(2.19)	%	(12.65)	%	—	%
Transaction costs	—	%	1.80	%	—	%
Research and development credits	(0.12)	%	1.20	%	—	%
Legal settlement	—	%	(1.20)	%	—	%
Other	(1.05)	%	(1.29)	%	2.37	%
Effective income tax rate	0.17	%	2.32	%	2.68	%

The components of the deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021 were as follows (in thousands):


	2022		2021
Deferred tax assets:
Net operating losses	$	99,551	$	82,115
Share-based compensation expense	26,542		10,798
Accrued expenses	3,385		2,787
Property and equipment and internal use software	527		515
Contract liabilities	476		1,705
Interest expense	15,199		14,999
Tax credits	4,472		4,518
Deferred revenue	706		814
Intangible assets	10,117		12,961
Intangible assets (indefinite life)	816		816
Other	1,974		3,522
Valuation allowance	(148,366)		(112,146)
Total deferred tax assets	15,399		23,404

Deferred tax liabilities:
Intangible assets	(11,471)		(19,762)
Intangible assets (indefinite life)	(2,194)		(1,953)
Beneficial conversion feature	—		—
Prepaid assets	(2,223)		—
Other	(514)		(1,929)
Total deferred tax liabilities	(16,402)		(23,644)
Net deferred tax liability	$	(1,003)	$	(240)

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


	2022		2021		2020
Domestic	$	(120,766)	$	(91,261)	$	(55,889)
Foreign	1,075		4,111		(2,227)
Total loss before income tax expense	$	(119,691)	$	(87,150)	$	(58,116)

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a valuation allowance has been established against the net deferred tax assets. Therefore, no federal tax benefit has been recorded for the net operating losses and the research tax credits during the years ended December 31, 2022, 2021 and 2020.

As of December 31, 2022 and 2021, net operating loss carryforwards are as follows (in thousands):


	2022		2021
Net Operating Losses – Federal	$	371,836	$	310,429
Net Operating Losses – State	325,409		269,521
Net Operating Losses – International	4,284		3,530
Total net operating losses	$	701,529	$	583,480

The state and pre-2018 federal net operating loss carryforwards will start to expire in 2023 (through 2037), while the foreign and post-2017 federal net operating loss carryforwards are indefinite. Of the estimated $371.8 million in federal net operating losses that existed on December 31, 2022, $161.7 million were generated after 2017 and will not expire. The realization of the Company’s existing net operating losses was analyzed to determine if any of the losses would be limited under Section 382. It was determined, based on historical ownership changes and acquisitions that, of the $371.8 million in net operating losses that existed as of December 31, 2022, $279.6 million were subject to Section 382 limitations. Of the 382 limited federal NOLs, $223.2 million are now available for use, $1.5 million will be limited indefinitely, and the remaining $54.9 million in net operating losses are 382 limited and will become available ratably through 2032.

Federal net operating losses generated in taxable years beginning after December 31, 2017 can be carried forward indefinitely but are limited to 80% of taxable income in any year. Therefore, taxable temporary differences related to indefinite-lived intangibles may now be used as a source of future taxable income in assessing the realizability of post-2017 federal loss carryforwards. The realization of the Company’s deferred tax assets (including its net operating loss carryforwards) has been analyzed and a valuation allowance established where it is not more-likely-than-not to be realized based on positive and negative evidence. The valuation allowance increased $36.2 million during the year ended December 31, 2022.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 are as follows (in thousands):


	2022		2021
Valuation allowance as of beginning of the year	$	112,146	$	90,010
Increases to valuation allowance during the year	36,220		22,136
Valuation allowance as of end of year	$	148,366	$	112,146

The Tax Cuts and Jobs Act of 2017 (“TCJA”), as signed by the President of the United States on December 31, 2017, significantly revised U.S. tax law, including the reduction of the U.S. federal corporate tax rate from 35% to 21%, and created a modified territorial taxing system for international operations. Among the various foreign income inclusion provisions enacted, the Company is directly impacted by the “global intangible low taxed income” (“GILTI”). The Company’s accounting policy election is to treat the GILTI tax as a period cost. Under this provision, foreign income generated by its controlled foreign corporations is subject to U.S. tax; there was no GILTI tax for 2022.

The Company has not recognized income tax on the basis difference inherent in its foreign subsidiaries, as these amounts continue to be permanently reinvested in foreign operations. Foreign income will be subject to U.S. income tax upon repatriation. No determination has been made on the basis difference of foreign operations or amount of any unrecognized deferred income tax liability related to the basis difference. Determination of the amount is not practical because of the complexities of the hypothetical calculation.

The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2022, the Company’s uncertain tax positions were not material and, therefore, accrued interest or penalties related to uncertain tax positions were also not material. No Federal income taxes were paid in 2022, 2021 and 2020.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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

+ Details

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

The following is a schedule of authorized, issued and outstanding shares and amounts of each series of redeemable convertible preferred stock as of December 31, 2022 (in thousands, except share amounts):


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

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

The Series D Preferred Stock had substantially similar terms as the Company’s other redeemable convertible preferred stock that was outstanding prior to the Business Combination, except that the Series D Preferred Stock (i) was senior in right of liquidation to all other classes of the Company’s outstanding preferred stock, (ii) was entitled to the same accruing dividends as the Company’s senior Series B-2 and B-4 Preferred Stock and (iii) was not subject to certain mandatory conversion provisions applicable to the other series of the Company’s redeemable convertible preferred stock (including mandatory conversion in connection with the Business Combination). Upon consummation of the Business Combination, all of the outstanding shares of the Series D Preferred Stock were exchanged for 5,000,000 shares of Series A Preferred Stock (which exchange reflected the application of the anti-dilution rights noted above).

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

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

Classification of Redeemable Convertible Preferred Stock

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

Common Stock and Stockholders’ Deficit

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock and Stockholders’ Deficit

As of December 31, 2022, the Company was authorized to issue up to 600,000,000 shares of common stock.

Warrants

In connection with debt and equity financings and certain partnership arrangements, the Company may issue warrants. In connection with the consummation of the Business Combination in 2021, all vested and exercisable warrants issued by the Company, and outstanding immediately prior to the effective date of the Business Combination, were converted into 10,921,334 shares of common stock pursuant to the Merger Agreement. The number of shares issuable upon conversion of the warrants was determined based on the number of shares of common stock issuable upon exercise of such warrants, on a net exercise basis, and using the Exchange Ratio of 71.26. Certain unvested warrants outstanding immediately prior to the Business

Combination were not converted. Liability warrants generally vest immediately and are exercisable upon issuance and have an expiration of seven years from 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 December 31, 2022, the following warrants 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 December 31, 2022, these agreements provide for the issuance of up to 6,173,886 shares of common stock (including Earnout Shares in connection with the Business Combination) and 9,008,594 warrants to purchase shares of common stock. With respect to these arrangements, there were 167,107 warrants earned but not issued as of December 31, 2022.

Share-based Payments

In July 2021, the Board of Directors of the Company adopted the Sharecare, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon consummation of the Business Combination and succeeded the Company’s legacy equity incentive plans. Under the 2021 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors, and vendors. Restricted stock units are also granted under the 2021 Plan. The 2021 Plan also permits the Company to grant stock-based awards with performance or market conditions.

The maximum number of shares of Company common stock that may be delivered in satisfaction of awards under the 2021 Plan as of December 31, 2022 is 155,959,042 (including 119,765,404 shares of Company common stock issuable upon the exercise of outstanding options to purchase shares of Common stock or settlement of restricted stock units). Awards generally have a maximum life of 10 years. Stock option awards are granted with an exercise price estimated to be greater than or equal to the fair market value on the date of grant. Service-based awards generally vest over a service period of four years and performance-based awards vest upon the satisfaction of various performance targets. As of December 31, 2022, the Company had approximately 36,193,638 shares of its common stock available for issuance in satisfaction of future awards under the 2021 Plan.

Stock option and restricted stock unit activity, prices, and values during the years ended December 31, 2022 and 2021 are as follow (in thousands, except share and per share amounts):


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2020	107,824,289	$	1.25	7.30	$	341,623	—	$	—
Granted	27,779,908	$	7.85				2,492,323	$	7.39
Exercised / Released	(15,788,241)	$	1.04		$	54,446	(31,250)	$	7.42
Cancelled / Forfeited	(3,192,495)	$	2.51				(281,132)	$	7.39
Outstanding as of December 31, 2021	116,623,461	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	416,665	$	2.85				17,206,322	$	2.88
Exercised / Released	(9,421,583)	$	1.15		$	4,258	(857,423)	$	5.82
Cancelled / Forfeited	(4,061,296)	$	3.83				(2,478,046)	$	4.25
Outstanding as of December 31, 2022	103,557,247	$	2.88	6.88	$	25,753	16,050,794	$	3.21
Vested and/or exercisable as of December 31, 2022	75,439,358	$	1.96	6.50	$	22,030
Vested and/or exercisable as of December 31, 2021	73,712,795	$	1.33	6.91	$	233,440

The intrinsic value is calculated as the difference between the exercise price of the underlying common stock option award and the estimated fair value of the Company’s common stock. Vested but unissued restricted stock units as of December 31, 2022 and 2021 are immaterial.

The table above includes options of 0 and 1,744,046 and restricted stock units of 25,873 and 0 granted to non-employees during the years ended December 31, 2022 and 2021, respectively.

Valuation Assumptions

The Company’s use of the Black-Scholes option-pricing model to estimate the fair value of stock options granted to employees requires the input of subjective assumptions. These assumptions and estimates are as follows:

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

Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected term for non-employee stock options is the contractual life, or 10 years.

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

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

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


	Years Ended December 31,
	2022	2021	2020
Expected volatility	55%	55%	55% - 57%
Expected term (in years)	5.0	5.0 – 10.0	5.0 - 7.0
Risk-free interest rate	1.67%	0.40% – 1.54%	0.27% – 0.61%
Expected dividend yield	—%	—%	—%

Assumptions used in valuing non-employee stock options are generally consistent with those used for employee stock options with the exception of expected term discussed above.

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 during the years ended December 31, 2022, 2021 and 2020 (in thousands):


	Years Ended December 31,
	2022		2021		2020
Cost of revenues	$	410	$	44	$	30
Sales and marketing	3,755		1,835		484
Product and technology	3,687		12,502		431
General and administrative	61,776		32,399		18,215
Total share-based compensation	$	69,628	$	46,780	$	19,160

Included in the share-based compensation table above for the year ended December 31, 2021 is $0.8 million of expense related to the Earnout Shares allocated to Legacy Sharecare option holders (see Note 2).

The Company’s total unrecognized compensation cost related to options and restricted stock units as of December 31, 2022 was $32.7 million and $39.2 million, respectively, and is expected to be recognized over a weighted average vesting period of 1.31 and 2.84 years, respectively. The Company’s total unrecognized share-based compensation related to options issued to non-employees as of December 31, 2022 was $0.4 million and is expected to be recognized over a weighted average vesting period of 0.11 years.

Share-based compensation costs reflected within additional paid-in capital in the Consolidated Statement of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit) for the year ended December 31, 2022 includes approximately $2.4 million related to capitalizable internally-developed software activities.

Noncontrolling Interests	12 Months Ended
Noncontrolling Interests	Dec. 31, 2022
Noncontrolling Interest [Abstract]
Noncontrolling Interests	Noncontrolling Interests Equity Noncontrolling Interests In connection with the Company’s acquisition of Healthways in 2016, and prior to the Business Combination, the Company acquired a 51% controlling interest in Healthways Brasil Servicos de Consultoria Ltda. (“Healthways Brazil”). The Company consolidates its investment in Healthways Brazil and records the 49% interest as a noncontrolling interest as a component of equity.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Purchase Commitments

The following is a schedule of future non-cancellable purchase obligations with certain service providers as follows (in thousands):


Year ending December 31:
2023	$	8,112
2024	5,055
2025	4,037
2026	3,091
2027	3,139
Thereafter	6,688
	$	30,122

Cloud Computing Service Arrangements

As of December 31, 2022 and 2021, the Company capitalized $2.0 million and $1.1 million, respectively, of implementation costs related to cloud computing service arrangements to prepaid expenses and other long-term assets on the Consolidated Balance Sheets. Capitalized implementation costs stemming from cloud computing arrangement are amortized over the term of the associated hosting arrangement and amortization is recognized on a straight-line basis.

Letters of Credit

As of December 31, 2022, the Company had outstanding letters of credit totaling $8.9 million issued in connection with routine business requirements.

Legal Matters

From time to time, the Company is subject to litigation in the normal course of business. The Company is of the opinion that, based on the information presently available, the resolution of any such legal matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company has accrued for losses that are both probable and estimable.

We are also party to investigations and legal disputes and losses related to certain matters that are reasonably possible, but at this time, we cannot estimate a loss or range of losses.

Related-Party Transactions	12 Months Ended
Related-Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions The Company previously owned a 50% interest in HICCH-SCL. In 2015, the Company and HCA formed HICCH-SCL, a joint venture with HCA, for the purpose of developing a patient scheduling technology. The Company recorded its investment in HICCH-SCL under the equity method of accounting. In August 2020, the Company initiated discussions with HCA to dissolve HICCH-SCL. In connection with its plans, the Company recorded an impairment loss of $3.9 million included within loss from equity method investment on the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2020, of which $1.2 million related to its investment in HICCH-SCL and $2.7 million related to a short-term loan receivable from HICCH-SCL. As of June 29, 2022, HICCH-SCL was dissolved. The Company’s largest customer was an investor in $20.0 million of the Series B-3 Convertible Notes, had a designated board representative prior to the Business Combination and thus was a related party for 2021. Subsequent to the Business Combination, the customer no longer was considered a related party due to loss of the board seat. The Company recorded revenues from the customer of $48.0 million and $54.0 million during the years ended December 31, 2021 and 2020, respectively. In addition, accounts receivable from the customer were $11.5 million as of December 31, 2021. The number of warrants earned but not issued were 0 and 6,185, and were recorded as a reduction of revenue totaling $0 and $1.1 million, during the years ended December 31, 2021 and 2020, respectively. The Company has the exclusive right to license the Dr. Dean Ornish Program for Reversing Heart DiseaseTM, a research-based lifestyle management program developed by Dr. Dean Ornish focusing on nutrition, activity, stress management, and love and support (the “Ornish Program”). A royalty agreement with Dr. Ornish, MD, an employee of the Company until 2020, guaranteed the greater of $1.2 million or 15% of revenues of the Ornish Program on an annual basis. Subsequent to 2020, Dr. Ornish, MD was no longer considered a related party due to no longer being employed by the Company. The royalty earned by the Ornish Program for year ended December 31, 2020 totaled $1.2 million. Sul América Serviços de Saúde S.A. (Sul América), is a customer of and owns a 49% interest in Sharecare Brasil Servicios de Consultoria, Ltda. As of December 31, 2022 and 2021, $1.4 million and $2.0 million, respectively, in notes receivable were outstanding with Sul América. Revenues recognized during the years ended December 31, 2022, 2021 and 2020 totaled $8.9 million, $11.6 million and $12.8 million, respectively. The Company has a related party that performs sales and sales support services including the collection of outstanding accounts receivable for transactions processed on the Company’s behalf. Revenues recognized for each of the years ended December 31, 2022, 2021, and 2020 totaled $0, $0.3 million, and $3.5 million, respectively. The Company paid $0, less than $0.1 million, and $0.3 million in 2022, 2021, and 2020, respectively in connection with these services. The Series A Preferred Stock is held by a customer that also has an employee serving on the Company’s Board of Directors. As of December 31, 2022 and 2021, $3.1 million and $5.0 million, respectively, in receivables were outstanding from this related party. Additionally, as of December 31, 2022 and 2021, long-term assets included $0 and $5.5 million, respectively, and current assets included $4.8 million and $1.7 million, respectively, associated with this related party. Long-term and current 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. For the years ended December 31, 2022, 2021, and 2020, the Company paid $2.0 million, $1.8 million, and $1.3 million related to administration fees and stop-loss coverage for employee health insurance. Revenues recognized from the customer for each of the years ended December 31, 2022, 2021, and 2020 totaled, $20.3 million, $17.3 million, and $3.9 million, respectively. Additionally, during 2022, we entered into a revenue contract with the Series A Preferred Stockholder to provide patient advocacy services. Revenues recognized related to these services for the year ended December 31, 2022, totaled $17.4 million. As of December 31, 2022, there were $18.1 million in receivables, $28.0 million in accrued expenses, $6.9 million of long-term liabilities, $1.7 million of current contract assets, and $5.8 million in long-term contract assets recorded in connection with these agreements. The contract assets are being amortized as a reduction of revenue over the contract term. Revenue for the year ended December 31, 2022, included $0.6 million of amortization of such contract assets. Additionally, the Company acquired certain intellectual property which was determined to be distinct and recorded an intangible asset of $7.9 million, which is being amortized over its estimated useful life. The Company also entered into separate agreements during 2022 for the purchase of distinct goods and services from that customer for amounts totaling $18.0 million which are recorded in cost of sales. Amounts paid under the agreements that were not determined to be distinct were recorded as a reduction of revenues as described above.

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

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

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


	Years Ended December 31,
	2022		2021		2020
Numerator
Net loss	$	(119,485)	$	(85,129)	$	(60,461)
Less: Redeemable noncontrolling interest remeasurement	—		—		(804)
Less: Net loss attributable to noncontrolling interests in subsidiaries	778		129		443
Net loss available to common stockholders	$	(118,707)	$	(85,000)	$	(60,822)

Denominator
Weighted-average common shares outstanding, basic and diluted	348,103,491		281,026,365		215,094,037
Net loss per share attributable to common stockholders, basic and diluted	$	(0.34)	$	(0.30)	$	(0.28)

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 years ended December 31, 2022, 2021, and 2020, 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:


	Years Ended December 31,
	2022	2021	2020
Convertible debt	—	18,796,999	35,783,839
Stock options and restricted stock units	30,145,693	61,896,591	82,154,207
Warrants to purchase common stock	—	5,665,985	8,507,552
Redeemable convertible preferred stock	5,000,000	3,544,003	—
Contingently issuable shares	111,357	1,537,463	1,265,205
Total	35,257,050	91,441,041	127,710,803

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through March 30, 2023, the date the consolidated financial statements were available to be issued and, as a result, is reporting the following: On February 10, 2023, the company renewed its Senior Secured Credit Agreement. The Senior Secured Credit Agreement was due to mature on February 10, 2023 and the Ninth Amendment extends the maturity date of the Senior Secured Credit Agreement to February 10, 2026. The total commitments under the senior secured revolving credit facility remain unchanged at $60.0 million (the “Revolving Facility”) as a result of the Ninth Amendment but the sublimit for Letters of Credit has increased from $10.0 million to $15.0 million. Availability under the Revolving Facility is generally subject to a borrowing base based on a percentage of applicable eligible receivables. Borrowings under the Revolving Facility bear interest at a rate equal to, at the applicable Borrower’s option, either (a) a base rate plus a margin of 0.75%, or (b) the 1, 3, or 6 month SOFR Rate plus 1.75%. The Ninth Amendment amends other terms of the existing Credit Agreement, including eliminating minimum liquidity and minimum EBITDA covenants, increased thresholds for certain permitted transactions, modifications to reporting and other changes. On February 17, 2023, the Company filed a petition in the Court of Chancery of the State of Delaware (the “Chancery Court”) under Section 205 of the Delaware General Corporation Law (“DGCL”) to resolve potential uncertainty with respect to the Company’s certificate of incorporation (the “Charter”) and the Company’s capital structure (captioned In re Sharecare, Inc., C.A. No. 2023-0203-LWW (Del. Ch.), the “Section 205 Action”). On March 14, 2023, the Chancery Court held a hearing in the Section 205 Action and orally granted the Company’s petition. The Chancery Court issued an order in the Section 205 Action granting the Company’s petition and validating and declaring effective (i) the Charter retroactive to the date of its filing with the Office of the Delaware Secretary of State and (ii) and all securities of the Company issued in reliance on the validity of the Charter (including those issued in connection with and following the Company’s business combination with Falcon Capital Acquisition Corp), each as of the original issuance dates. A copy of the Chancery Court’s order is attached.

Nature of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Consolidation Policy

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.

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

Use of Estimates

Concentration of Credit Risk

Fair Value Measurements

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

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

Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis

Cash and Cash Equivalents

Accounts Receivable and Allowance for Doubtful Accounts

Property and Equipment

Business Combinations

Other Long-Term Assets

As of December 31, 2022, other long-term assets included operating lease right-of-use assets due to the adoption of ASC 842 (Note 6) and an asset acquired from a related party (Note 14).

Intangible Assets

Intangible assets have useful lives within the following ranges:


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

Contract Liabilities

Deferred Financing Fees, Net

Deferred Financing Fees, NetIn connection with obtaining loans, the Company incurred and capitalized fees that were settled in cash and warrants. In addition, in connection with the modification of historical convertible debt instruments and through the issuance of convertible debt instruments, the Company had a beneficial conversion feature on its Series B, Series B-3 and Series B-4 Convertible Notes that were outstanding prior to the Business Combination. The financing fees and beneficial conversion features were amortized over the life of the loans as a component of interest expense. In July 2021, the Company’s Series B, Series B-3 and Series B-4 Convertible Notes were fully converted into common stock in connection with the consummation of the Business Combination (see Note 8).

Income Taxes

Deferred Revenue and 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.

Revenue Recognition

Enterprise Revenue

Provider Revenue

Life Sciences Revenue

Remaining Performance Obligations

Foreign Currency

separate component on the Consolidated Statements of Operations and Comprehensive Loss. Equity transactions are translated using historical exchange rates. Expenses are translated using the average exchange rate during the year.Foreign currency transaction gains (losses) are included in other expense in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Advertising expense

Advertising costs, which are expensed as incurred, totaled $10.3 million, $8.8 million and $6.8 million in 2022, 2021 and 2020, respectively.

Employee Benefit Plan

Employee Benefit PlanThe Company has established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Company’s board of directors.

Share-Based Payments

Net Loss Per Share

Accounting Standards Not Yet Adopted and Recently Adopted Accounting Standards

Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

Nature of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of changes in the allowance for doubtful accounts

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


	Year Ended December 31,
	2022		2021
Allowance for doubtful accounts – beginning balance	$	6,212	$	5,707
Provision for doubtful accounts	3,210		3,029
Amounts written off and other adjustments	(2,225)		(2,524)
Allowance for doubtful accounts – ending balance	$	7,197	$	6,212

Schedule of intangible assets with finite life

Intangible assets have useful lives within the following ranges:


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

Schedule of revenues disaggregated by revenue source

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


	Year Ended December 31,
	2022		2021		2020
Enterprise	$	258,642	$	243,404	$	188,339
Provider	104,170		90,921		79,324
Life Sciences	79,603		78,490		61,142
Total Revenue	$	442,415	$	412,815	$	328,805

Schedule of other income (expense)

For the years ended December 31, 2022, 2021, and 2020, other income (expense) consisted of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020
Re-measurement of contingent consideration	$	10,113	$	13,447	$	(6,211)
Re-measurement of warrant liabilities	8,379		12,676		(3,436)
Other	1,723		884		(62)
Total other income (expense)	$	20,215	$	27,007	$	(9,709)

Business Combination (Tables)

12 Months Ended

Dec. 31, 2022

Reverse Recapitalization [Abstract]

Schedule of business combination


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


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

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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 December 31, 2022 (in thousands):


	December 31, 2022
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,526	$	—	$	—	$	10,526
Total cash equivalents at fair value	$	10,526	$	—	$	—	$	10,526

Liabilities
Warrant liabilities	$	2,441	$	—	$	—	$	2,441
Contingent consideration - other liabilities	—		—		1,879		1,879
Total liabilities at fair value	$	2,441	$	—	$	1,879	$	4,320


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

Liabilities
Warrant liabilities	$	10,820	$	—	$	—	$	10,820
Contingent consideration - other liabilities	—		—		13,897		13,897
Total liabilities at fair value	$	10,820	$	—	$	13,897	$	24,717

Schedule of changes to the private warrant liabilities and contingent consideration

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




December 31, 2020	$	9,271
Contingent consideration from acquisition	10,305
Antidilution provision for Series D Preferred Stock	6,387
Settlement of contingent consideration for doc.ai acquisition	(12,682)
Conversion of Series D Preferred Stock to Series A Preferred Stock	(6,451)
Contingent consideration in connection with the Business Combination	21,109


Settlement of contingent consideration for WhitehatAI earnout	(595)
Re-measurement of contingent consideration (other (income) expense)	(13,447)
December 31, 2021	13,897
Settlement of contingent consideration for Health Data Services (“HDS”) retained shares	(1,905)
Re-measurement of contingent consideration (other (income) expense)	(10,113)
December 31, 2022	$	1,879

- Definition

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

+ References + Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of property and equipment

As of December 31, 2022 and 2021, property and equipment, net consisted of the following (in thousands):


	Estimated Useful Lives (Years)	2022		2021
Computer hardware	3	$	10,171	$	14,379
Furniture/fixtures	5–7	1,345		2,055
Leasehold improvements	1–5	2,204		2,678
Other	Indefinite	—		18
Property and equipment, gross		13,720		19,130
Less: accumulated depreciation		(8,638)		(14,596)
Property and equipment, net		$	5,082	$	4,534

Schedule of long term assets

As of December 31, 2022 and 2021, long-term assets consisted of the following (in thousands):


	2022		2021
Security deposits	$	572	$	690
Foreign tax credits	1,811		1,376
Research and development costs	—		6,081
Acquisition related assets	1,770		2,257
Operating lease right-of-use assets	7,755		—
Related party contract asset	5,802		—
Other	2,652		1,769
Total long-term assets	$	20,362	$	12,173

Schedule of accrued expense and other current liabilities

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


	2022		2021
Accrued expenses	$	18,526	$	27,050
Accrued compensation	23,762		16,428
Accrued media costs	4,515		4,816
Accrued taxes	1,602		1,396
Operating lease liabilities, current	2,941		—
Contract liabilities due to a related party, current	10,000		—
Accrued expenses due to a related party	18,011		—
Accrued other	2,270		1,963
Total accrued expenses and other current liabilities	$	81,627	$	51,653

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2022

doc.ai Incorporated

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

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


Cash and cash equivalents	$	12,217
Prepaid expenses	244
Other current assets	400
Developed technology	15,668
Customer relationships	17,389
Goodwill	85,811
Accounts payable and other accrued liabilities	(5,965)
Deferred revenue	(2,274)
Debt	(904)
Deferred tax liability	(1,688)
Other long-term liabilities	(302)
Total	$	120,596

CareLinx Inc

Business Acquisition [Line Items]

Schedule of preliminary fair value of assets acquired and liabilities assumed

The 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

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

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

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


	December 31, 2022
Balance Sheet:	Financial position if ASU 2016-02 had not been adopted on January 1, 2022		As reported under ASU 2016-02 adoption		$ Change		% Change
Prepaid expenses	$	13,042	$	12,612	$	(430)	(3)	%
Other long-term assets	$	12,552	$	20,362	$	7,810	62	%
Total assets	$	693,621	$	701,001	$	7,380	1	%
Accrued expenses and other current liabilities	$	78,688	$	81,627	$	2,939	4	%
Contract liabilities, current	$	1,308	$	1,535	$	227	17	%
Contract liabilities, noncurrent	$	209	$	—	$	(209)	(100)	%
Other long-term liabilities	$	11,347	$	16,723	$	5,376	47	%
Total liabilities	$	111,863	$	120,196	$	8,333	7	%

Schedule of operating lease costs, lease term and discount rate

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


	Year Ended December 31, 2022
Operating lease costs	$	6,225
Variable lease costs	2,010
Short-term lease expense	190
Total operating lease costs	$	8,425

Weighted-average remaining lease term (years):
Operating leases	4.1

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 year ended December 31, 2022 is as follows (in thousands):


	Year Ended December 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	6,798
Assets obtained in exchange for lease obligations:
Operating leases	$	5,410

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 December 31, 2022 (in thousands):


Leases:	Operating Leases
2023	$	3,282
2024	1,663
2025	1,245
2026	1,248
2027	1,212
Thereafter	457
Total undiscounted future cash flows	9,107
Less: Imputed interest	(814)
Present value of lease liabilities	$	8,293

Lease liabilities, current	2,941
Lease liabilities, noncurrent	5,352
Present value of lease liabilities	$	8,293

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, definite-lived

Intangible assets and the related accumulated amortization for each class of intangible assets as of December 31, 2022 and 2021 were as follows (in thousands):


	December 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	68,083	$	(21,806)	$	46,277	7.8
Trade name	3,549		(1,534)		2,015		4.6
Customer relationships	77,849		(33,549)		44,300		9.1
Internal use software	156,661		(93,703)		62,958		2.1
Total definite-lived, intangible assets	$	306,142	$	(150,592)	$	155,550

Intangible assets not subject to amortization
Internal use software projects in process	$	2,534	$	—	$	2,534
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	7,564	$	—	$	7,564
Total intangible assets	$	313,706	$	(150,592)	$	163,114


	December 31, 2021
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	69,063	$	(24,950)	$	44,113	9.2
Trade name	6,392		(3,932)		2,460		5.5
Customer relationships	77,849		(27,468)		50,381		9.9
Internal use software	121,218		(72,380)		48,838		2.4
Total definite-lived, intangible assets	$	274,522	$	(128,730)	$	145,792

Intangible assets not subject to amortization
Internal use software projects in process	$	4,264	$	—	$	4,264
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	9,294	$	—	$	9,294
Total intangible assets	$	283,816	$	(128,730)	$	155,086

Schedule of intangible assets, not subject to amortization

Intangible assets and the related accumulated amortization for each class of intangible assets as of December 31, 2022 and 2021 were as follows (in thousands):


	December 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	68,083	$	(21,806)	$	46,277	7.8
Trade name	3,549		(1,534)		2,015		4.6
Customer relationships	77,849		(33,549)		44,300		9.1
Internal use software	156,661		(93,703)		62,958		2.1
Total definite-lived, intangible assets	$	306,142	$	(150,592)	$	155,550

Intangible assets not subject to amortization
Internal use software projects in process	$	2,534	$	—	$	2,534
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	7,564	$	—	$	7,564
Total intangible assets	$	313,706	$	(150,592)	$	163,114


	December 31, 2021
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	69,063	$	(24,950)	$	44,113	9.2
Trade name	6,392		(3,932)		2,460		5.5
Customer relationships	77,849		(27,468)		50,381		9.9
Internal use software	121,218		(72,380)		48,838		2.4
Total definite-lived, intangible assets	$	274,522	$	(128,730)	$	145,792

Intangible assets not subject to amortization
Internal use software projects in process	$	4,264	$	—	$	4,264
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	9,294	$	—	$	9,294
Total intangible assets	$	283,816	$	(128,730)	$	155,086

Schedule of carrying amount of goodwill

The following tables set forth the changes in the carrying amount of the Company’s goodwill during the years ended December 31, 2022 and 2021 (in thousands):


December 31, 2020	$	75,736
Additions	117,320
Foreign currency translation adjustments	(614)
December 31, 2021	192,442
Purchase accounting opening balance sheet adjustment	(161)
Foreign currency translation adjustment	(464)
December 31, 2022	$	191,817

Schedule of estimated future amortization expense for intangible assets

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


Year ending December 31:
2023	$	46,210
2024	36,716
2025	20,870
2026	12,940
2027	11,164
Thereafter	27,650
Total	$	155,550

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

Components of the income tax expense during the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):


	2022		2021		2020
Current expense (benefit):
Foreign	$	(47)	$	133	$	—

Federal	56		—		—
State	12		42		47
	21		175		47
Deferred expense (benefit):
Foreign	764		(84)		154
Federal	(308)		(1,469)		(1,404)
State	(683)		(643)		(354)
	(227)		(2,196)		(1,604)
Total income tax expense (benefit)	$	(206)	$	(2,021)	$	(1,557)

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

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


	2022		2021		2020
Income tax benefit at the federal statutory rate	21.00	%	21.00	%	21.00	%
Change in valuation allowance	(30.29)	%	(22.43)	%	(23.36)	%

State income tax	8.50	%	10.43	%	5.60	%
Permanent: fair market value adjustments	3.25	%	6.29	%	(3.05)	%
Permanent: compensation	1.07	%	(0.83)	%	0.12	%
Deferred: stock compensation	(2.19)	%	(12.65)	%	—	%
Transaction costs	—	%	1.80	%	—	%
Research and development credits	(0.12)	%	1.20	%	—	%
Legal settlement	—	%	(1.20)	%	—	%
Other	(1.05)	%	(1.29)	%	2.37	%
Effective income tax rate	0.17	%	2.32	%	2.68	%

Schedule of components of deferred tax assets and liabilities

The components of the deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021 were as follows (in thousands):


	2022		2021
Deferred tax assets:
Net operating losses	$	99,551	$	82,115
Share-based compensation expense	26,542		10,798
Accrued expenses	3,385		2,787
Property and equipment and internal use software	527		515
Contract liabilities	476		1,705
Interest expense	15,199		14,999
Tax credits	4,472		4,518
Deferred revenue	706		814
Intangible assets	10,117		12,961
Intangible assets (indefinite life)	816		816
Other	1,974		3,522
Valuation allowance	(148,366)		(112,146)
Total deferred tax assets	15,399		23,404

Deferred tax liabilities:
Intangible assets	(11,471)		(19,762)
Intangible assets (indefinite life)	(2,194)		(1,953)
Beneficial conversion feature	—		—
Prepaid assets	(2,223)		—
Other	(514)		(1,929)
Total deferred tax liabilities	(16,402)		(23,644)
Net deferred tax liability	$	(1,003)	$	(240)

Schedule of components of loss from operations before income taxes

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


	2022		2021		2020
Domestic	$	(120,766)	$	(91,261)	$	(55,889)
Foreign	1,075		4,111		(2,227)
Total loss before income tax expense	$	(119,691)	$	(87,150)	$	(58,116)

Summary of net operating loss carryforwards

As of December 31, 2022 and 2021, net operating loss carryforwards are as follows (in thousands):


	2022		2021
Net Operating Losses – Federal	$	371,836	$	310,429
Net Operating Losses – State	325,409		269,521
Net Operating Losses – International	4,284		3,530
Total net operating losses	$	701,529	$	583,480

Schedule of changes in valuation allowance for deferred tax assets

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 are as follows (in thousands):


	2022		2021
Valuation allowance as of beginning of the year	$	112,146	$	90,010
Increases to valuation allowance during the year	36,220		22,136
Valuation allowance as of end of year	$	148,366	$	112,146

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2022

Temporary Equity Disclosure [Abstract]

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


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

Common Stock and Stockholders’ Deficit (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of warrants issued and outstanding

As of December 31, 2022, the following warrants 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 years ended December 31, 2022 and 2021 are as follow (in thousands, except share and per share amounts):


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2020	107,824,289	$	1.25	7.30	$	341,623	—	$	—
Granted	27,779,908	$	7.85				2,492,323	$	7.39
Exercised / Released	(15,788,241)	$	1.04		$	54,446	(31,250)	$	7.42
Cancelled / Forfeited	(3,192,495)	$	2.51				(281,132)	$	7.39
Outstanding as of December 31, 2021	116,623,461	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	416,665	$	2.85				17,206,322	$	2.88
Exercised / Released	(9,421,583)	$	1.15		$	4,258	(857,423)	$	5.82
Cancelled / Forfeited	(4,061,296)	$	3.83				(2,478,046)	$	4.25
Outstanding as of December 31, 2022	103,557,247	$	2.88	6.88	$	25,753	16,050,794	$	3.21
Vested and/or exercisable as of December 31, 2022	75,439,358	$	1.96	6.50	$	22,030
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 years ended December 31, 2022 and 2021 are as follow (in thousands, except share and per share amounts):


	Options Outstanding						Restricted Stock Units
	Number of Options	Weighted- Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2020	107,824,289	$	1.25	7.30	$	341,623	—	$	—
Granted	27,779,908	$	7.85				2,492,323	$	7.39
Exercised / Released	(15,788,241)	$	1.04		$	54,446	(31,250)	$	7.42
Cancelled / Forfeited	(3,192,495)	$	2.51				(281,132)	$	7.39
Outstanding as of December 31, 2021	116,623,461	$	2.81	7.64	$	300,125	2,179,941	$	7.39
Granted	416,665	$	2.85				17,206,322	$	2.88
Exercised / Released	(9,421,583)	$	1.15		$	4,258	(857,423)	$	5.82
Cancelled / Forfeited	(4,061,296)	$	3.83				(2,478,046)	$	4.25
Outstanding as of December 31, 2022	103,557,247	$	2.88	6.88	$	25,753	16,050,794	$	3.21
Vested and/or exercisable as of December 31, 2022	75,439,358	$	1.96	6.50	$	22,030
Vested and/or exercisable as of December 31, 2021	73,712,795	$	1.33	6.91	$	233,440

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

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


	Years Ended December 31,
	2022	2021	2020
Expected volatility	55%	55%	55% - 57%
Expected term (in years)	5.0	5.0 – 10.0	5.0 - 7.0
Risk-free interest rate	1.67%	0.40% – 1.54%	0.27% – 0.61%
Expected dividend yield	—%	—%	—%

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


	Years Ended December 31,
	2022		2021		2020
Cost of revenues	$	410	$	44	$	30
Sales and marketing	3,755		1,835		484
Product and technology	3,687		12,502		431
General and administrative	61,776		32,399		18,215
Total share-based compensation	$	69,628	$	46,780	$	19,160

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of future non-cancellable purchase obligations

The following is a schedule of future non-cancellable purchase obligations with certain service providers as follows (in thousands):


Year ending December 31:
2023	$	8,112
2024	5,055
2025	4,037
2026	3,091
2027	3,139
Thereafter	6,688
	$	30,122

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

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

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


	Years Ended December 31,
	2022		2021		2020
Numerator
Net loss	$	(119,485)	$	(85,129)	$	(60,461)
Less: Redeemable noncontrolling interest remeasurement	—		—		(804)
Less: Net loss attributable to noncontrolling interests in subsidiaries	778		129		443
Net loss available to common stockholders	$	(118,707)	$	(85,000)	$	(60,822)

Denominator
Weighted-average common shares outstanding, basic and diluted	348,103,491		281,026,365		215,094,037
Net loss per share attributable to common stockholders, basic and diluted	$	(0.34)	$	(0.30)	$	(0.28)

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:


	Years Ended December 31,
	2022	2021	2020
Convertible debt	—	18,796,999	35,783,839
Stock options and restricted stock units	30,145,693	61,896,591	82,154,207
Warrants to purchase common stock	—	5,665,985	8,507,552
Redeemable convertible preferred stock	5,000,000	3,544,003	—
Contingently issuable shares	111,357	1,537,463	1,265,205
Total	35,257,050	91,441,041	127,710,803

Nature of Business and Significant Accounting Policies - SPAC Transaction and Basis of Presentation (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
	Jul. 01, 2021 USD ($) $ / shares shares	Jul. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 $ / shares
Accounting Policies [Abstract]
Business combination transaction value	$ 3,820,000
Legacy Sharecare shares converted to common stock \| shares	271,051,959
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Cash paid to Legacy Sharecare stockholders	$ 91,698
Gross proceeds from Business Combination	$ 571,000
Settlement of debt		$ 178,400
Exchange ratio	71.26
Prepaid research and development, expected realization of benefits remaining			$ 6,000
Research and development benefit			$ 4,800

Nature of Business and Significant Accounting Policies - Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue \| Geographic concentration risk \| Domestic
Concentration Risk [Line Items]
Concentration risk (percent)	97.00%	95.00%	95.00%
Revenue \| Customer concentration risk \| One customer
Concentration Risk [Line Items]
Concentration risk (percent)	9.00%	11.00%	16.00%
Accounts receivable \| Credit concentration risk \| One customer
Concentration Risk [Line Items]
Concentration risk (percent)	7.00%	11.00%

Nature of Business and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Allowance for Doubtful Accounts
Allowance for doubtful accounts – beginning balance	$ 6,212	$ 5,707
Provision for doubtful accounts	3,210	3,029
Amounts written off and other adjustments	(2,225)	(2,524)
Allowance for doubtful accounts – ending balance	$ 7,197	$ 6,212

Nature of Business and Significant Accounting Policies - Other Long-Term Assets (Details)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Tax credit term (in years)	3 years

Nature of Business and Significant Accounting Policies - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	4 years
Minimum \| Internal use software
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	3 years
Minimum \| Technology – features/content
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	7 years
Minimum \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	9 years
Maximum \| Internal use software
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	5 years
Maximum \| Technology – features/content
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	15 years
Maximum \| Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life (in years)	16 years

Nature of Business and Significant Accounting Policies - Contract Liabilities, Deferred Financing Fees, and Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 4,380	$ 5,616	$ 5,678
Contract liabilities	16,900
Contract liabilities due to a related party, current	10,000	0
Amortization of financing fees and beneficial conversion features	300	15,500	6,800
Deferred revenue	9,032	11,655
Revenue recognized that was previously in deferred revenue	6,400	7,700
Series A Preferred Stock Holder
Disaggregation of Revenue [Line Items]
Long term liabilities	$ 6,900
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	$ 1,800	1,700	1,700
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 2,600	$ 3,900	$ 4,000

Nature of Business and Significant Accounting Policies - Revenue Recognition (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) performance_obligation	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 4.4	$ 3.9
Performance-based revenue recognized	7.7	10.0	$ 12.5
Performance-based revenue recognized but not yet settled with customers	6.3	$ 5.7	$ 7.3
Revenue recognized related to services provided in prior period	$ 1.4
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
Health plans and integrated health care systems \| Minimum
Disaggregation of Revenue [Line Items]
Contractual term	3 years
Health plans and integrated health care systems \| Maximum
Disaggregation of Revenue [Line Items]
Contractual term	5 years
Self-insured employers \| Minimum
Disaggregation of Revenue [Line Items]
Contractual term	2 years
Self-insured employers \| Maximum
Disaggregation of Revenue [Line Items]
Contractual term	4 years
Blue Zone solutions
Disaggregation of Revenue [Line Items]
Number of performance obligations \| performance_obligation	2
Blue Zone solutions \| Minimum
Disaggregation of Revenue [Line Items]
Contractual term	2 years
Blue Zone solutions \| Maximum
Disaggregation of Revenue [Line Items]
Contractual term	4 years
doc.ai
Disaggregation of Revenue [Line Items]
Number of performance obligations \| performance_obligation	2
Provider \| Minimum
Disaggregation of Revenue [Line Items]
Contractual term	1 year
Provider \| Maximum
Disaggregation of Revenue [Line Items]
Contractual term	3 years

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Remaining performance obligations	$ 110,300
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	442,415	$ 412,815	$ 328,805
Health Care Software
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 1,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	67.00%
Unsatisfied performance obligations expected recognition period	24 months

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total Revenue	$ 442,415	$ 412,815	$ 328,805
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	258,642	243,404	188,339
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	104,170	90,921	79,324
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 79,603	$ 78,490	$ 61,142

- Definition

+ References

+ Details

Nature of Business and Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Advertising costs	$ 10.3	$ 8.8	$ 6.8

Nature of Business and Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Defined contribution plan tax status	Qualified Plan [Member]
Contributions	$ 2.0	$ 1.5	$ 1.0

Nature of Business and Significant Accounting Policies - Other Income (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 10,113	$ 13,447	$ (6,211)
Re-measurement of warrant liabilities	8,379	12,676	(3,436)
Other	1,723	884	(62)
Total other income (expense)	$ 20,215	$ 27,007	$ (9,709)

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands	Jul. 01, 2021 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Schedule of Reverse Recapitalization [Line Items]
Exchange ratio	71.26
Redemption of FCAC shares (in shares)	19,864,030
Cash price for redeemed shares (in USD per share) \| $ / shares	$ 10.00
Aggregate amount for redemption of FCAC shares \| $	$ 198,600
Common stock issued, excluding earnout shares (in shares)	333,875,179
Common stock outstanding, excluding earnout shares (in shares)	333,875,179
Issuance of shares (in shares)	42,560,000
Cash received from FCAC trust and cash on hand, net of redemptions \| $	$ 146,363
Cash paid for issuance costs and advisory fees \| $	54,025
One-time bonus payments \| $	$ 11,600
Capital stock authorized (in shares)	615,000,000
Common stock authorized (in shares)	600,000,000	600,000,000	600,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock authorized (in shares)	15,000,000
Preferred stock, par value (in USD per share) \| $ / shares	$ 0.0001
Sponsor members
Schedule of Reverse Recapitalization [Line Items]
Earnout shares held in escrow	1,713,000
Legacy Sharecare stockholders
Schedule of Reverse Recapitalization [Line Items]
Earnout shares held in escrow	1,500,000
Series A Preferred Stock
Schedule of Reverse Recapitalization [Line Items]
Issuance of shares (in shares)	5,000,000
Preferred stock authorized (in shares)	5,000,000
Common Class A
Schedule of Reverse Recapitalization [Line Items]
Issuance of shares (in shares)	42,560,000
Stock purchase price (in USD per share) \| $ / shares	$ 10.00

Business Combination - Net Proceeds from Reverse Recapitalization with FCAC (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reverse Recapitalization [Abstract]
Cash received from Private Placement financing	$ 425,600
Cash paid to Legacy Sharecare stockholders	(91,698)
Cash received from FCAC trust and cash on hand, net of redemptions	146,363
Cash paid for issuance costs and advisory fees	(54,025)
Net proceeds from Reverse Recapitalization with FCAC	$ 426,240	$ 0	$ 426,240	$ 0

Business Combination - Reconciliation of Number Shares of Common Stock (Details) - shares	Jul. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Schedule of Reverse Recapitalization [Line Items]
Earnout Shares	3,213,000
Less: redemption of FCAC shares	(19,864,030)
Shares issued in Private Placement financing	42,560,000
Legacy Sharecare shares converted to common stock	271,051,959
Common stock outstanding	337,088,179	354,463,620	345,788,707
Sponsor members
Schedule of Reverse Recapitalization [Line Items]
Shares in Business Combination	5,627,250
Common shareholders
Schedule of Reverse Recapitalization [Line Items]
Shares in Business Combination	43,340,250
FCAC
Schedule of Reverse Recapitalization [Line Items]
Common stock outstanding				34,500,000

Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities
Derivative liability, statement of financial position	Warrant liabilities	Warrant liabilities
Recurring
Cash equivalents
Total cash equivalents at fair value	$ 10,526	$ 10,955
Liabilities
Warrant liabilities	2,441	10,820
Contingent consideration - other liabilities	1,879	13,897
Total liabilities at fair value	4,320	24,717
Recurring \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,526	10,955
Recurring \| Level 1
Cash equivalents
Total cash equivalents at fair value	10,526	10,955
Liabilities
Warrant liabilities	2,441	10,820
Contingent consideration - other liabilities	0	0
Total liabilities at fair value	2,441	10,820
Recurring \| Level 1 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,526	10,955
Recurring \| Level 2
Cash equivalents
Total cash equivalents at fair value	0	0
Liabilities
Warrant liabilities	0	0
Contingent consideration - other liabilities	0	0
Total liabilities at fair value	0	0
Recurring \| Level 2 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	0	0
Recurring \| Level 3
Cash equivalents
Total cash equivalents at fair value	0	0
Liabilities
Warrant liabilities	0	0
Contingent consideration - other liabilities	1,879	13,897
Total liabilities at fair value	1,879	13,897
Recurring \| Level 3 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0	$ 0

Fair Value Measurements - Narrative (Details) - Private warrants	Dec. 31, 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

Fair Value Measurements - Changes to Private Warrant Liability and Contingent Consideration (Details) - Contingent consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Changes in liability
Beginning balance	$ 13,897	$ 9,271
Contingent consideration from acquisition		10,305
Antidilution provision for Series D Preferred Stock		6,387
Settlements	1,905	(12,682)
Conversion of Series D Preferred Stock to Series A Preferred Stock		(6,451)
Contingent consideration in connection with the Business Combination		21,109
Settlement of contingent consideration for WhitehatAI earnout		(595)
Re-measurement of contingent consideration (other (income) expense)	(10,113)	(13,447)
Ending balance	$ 1,879	$ 13,897

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment, Net
Property and equipment, gross	$ 13,720	$ 19,130
Less: accumulated depreciation	(8,638)	(14,596)
Property and equipment, net	5,082	4,534
Computer hardware
Property and Equipment, Net
Property and equipment, gross	$ 10,171	14,379
Estimated useful life (years)	3 years
Furniture/fixtures
Property and Equipment, Net
Property and equipment, gross	$ 1,345	2,055
Furniture/fixtures \| Minimum
Property and Equipment, Net
Estimated useful life (years)	5 years
Furniture/fixtures \| Maximum
Property and Equipment, Net
Estimated useful life (years)	7 years
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	$ 2,204	2,678
Leasehold improvements \| Minimum
Property and Equipment, Net
Estimated useful life (years)	1 year
Leasehold improvements \| Maximum
Property and Equipment, Net
Estimated useful life (years)	5 years
Other
Property and Equipment, Net
Property and equipment, gross	$ 0	$ 18

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 3.2	$ 2.7	$ 2.8

Balance Sheet Components - Long-term Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 572	$ 690
Foreign tax credits	1,811	1,376
Research and development costs	0	6,081
Acquisition related assets	1,770	2,257
Operating lease right-of-use assets	7,755	0
Related party contract asset	5,802	0
Other	2,652	1,769
Total long-term assets	$ 20,362	$ 12,173

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 18,526	$ 27,050
Accrued compensation	23,762	16,428
Accrued media costs	4,515	4,816
Accrued taxes	1,602	1,396
Operating lease liabilities, current	2,941	0
Contract liabilities due to a related party, current	10,000	0
Accrued expenses due to a related party	18,011	0
Accrued other	2,270	1,963
Total accrued expenses and other current liabilities	$ 81,627	$ 51,653

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Aug. 11, 2021	Feb. 22, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Compensation expense			$ 69,628	$ 46,780	$ 19,160
doc.ai Incorporated
Business Acquisition [Line Items]
Consideration transferred		$ 120,600
Consideration, cash payable including via note payable		29,000
Cash payment to acquire business		15,000
Consideration payable, note payable		14,000
Contingent consideration		10,300
Equity-based consideration		81,300
Transaction related expenses		800
Compensation expense		$ 8,800
doc.ai Incorporated \| Common stock
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum (in shares)		1,145,790
doc.ai Incorporated \| Stock options
Business Acquisition [Line Items]
Contingent consideration, instruments issuable, maximum (in shares)		485,922
doc.ai Incorporated \| Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares)		9,039,117
Equity interest issued at closing (in shares)		8,435,301
Equity interest issuable on first anniversary (in shares)		603,816
doc.ai Incorporated \| Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares)		2,444,361
CareLinx Inc
Business Acquisition [Line Items]
Consideration transferred	$ 64,900
Cash payment to acquire business	55,200
Equity-based consideration	9,700
Transaction related expenses	$ 1,100
CareLinx Inc \| Common stock
Business Acquisition [Line Items]
Equity interest issuable (in shares)	1,169,980
CareLinx Inc \| Stock options
Business Acquisition [Line Items]
Equity interest issuable (in shares)	295,758

Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Aug. 11, 2021	Feb. 22, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 191,817	$ 192,442			$ 75,736
doc.ai Incorporated
Business Acquisition [Line Items]
Cash and cash equivalents				$ 12,217
Prepaid expenses				244
Other current assets				400
Goodwill				85,811
Accounts payable and other accrued liabilities				(5,965)
Deferred revenue				(2,274)
Debt				(904)
Deferred tax liability				(1,688)
Other long-term liabilities				(302)
Total				120,596
doc.ai Incorporated \| Developed technology
Business Acquisition [Line Items]
Intangibles assets				15,668
doc.ai Incorporated \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets				$ 17,389
CareLinx Inc
Business Acquisition [Line Items]
Cash and cash equivalents			$ 445
Prepaid expenses			234
Other current assets			300
Accounts receivable			4,629
Other receivables			59
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 Inc \| Developed technology
Business Acquisition [Line Items]
Intangibles assets			14,800
CareLinx Inc \| Customer relationships
Business Acquisition [Line Items]
Intangibles assets			13,300
CareLinx Inc \| Trade name
Business Acquisition [Line Items]
Intangibles assets			$ 2,600

Leases - Narrative (Details) $ in Thousands	3 Months Ended		12 Months Ended
Leases - Narrative (Details) $ in Thousands	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) lease company	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
ROU assets	$ 0		$ 7,755
Operating lease liabilities			$ 8,293
Operating lease, right-of-use asset, statement of financial position			Other long-term assets (Note 4)
Operating lease, liability, current, statement of financial position			Accrued expenses and other current liabilities (Note 4)
Operating lease, liability, noncurrent, statement of financial position			Other long-term liabilities
Operating lease expense	$ 6,200	$ 6,400
Number of sub-lease agreements \| lease			3
Sublease income			$ 2,100
Future minimum rental payments to be received on subleases			$ 500
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

Leases - Effect of Adoption of ASU 2016-02 (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet
Prepaid expenses	$ 12,612	$ 8,819
Other long-term assets (Note 4)	20,362	12,173
Total assets	701,001	755,201
Accrued expenses and other current liabilities	81,627	51,653
Contract liabilities, current	1,535	4,597
Contract liabilities, noncurrent	0	1,745
Other long-term liabilities	16,723	24,116
Total liabilities	120,196	$ 132,160
ASU 2016-02 \| Financial position if ASU 2016-02 had not been adopted on January 1, 2022
Balance Sheet
Prepaid expenses	13,042
Other long-term assets (Note 4)	12,552
Total assets	693,621
Accrued expenses and other current liabilities	78,688
Contract liabilities, current	1,308
Contract liabilities, noncurrent	209
Other long-term liabilities	11,347
Total liabilities	111,863
ASU 2016-02 \| Cumulative effect adjustment
Balance Sheet
Prepaid expenses	(430)
Other long-term assets (Note 4)	7,810
Total assets	7,380
Accrued expenses and other current liabilities	2,939
Contract liabilities, current	227
Contract liabilities, noncurrent	(209)
Other long-term liabilities	5,376
Total liabilities	$ 8,333
Percent Change
Prepaid expenses, change (percent)	(3.00%)
Other long-term assets, change (percent)	62.00%
Total assets, change (percent)	1.00%
Accrued expenses, change (percent)	4.00%
Contract liabilities, current, change (percent)	17.00%
Contract liabilities, non-current, change (percent)	(100.00%)
Other long-term liabilities, change (percent)	47.00%
Total liabilities, change (percent)	7.00%

Leases - Lease Costs, Lease Term and Discount Rate (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2022 USD ($)
Lease, Cost [Abstract]
Operating lease costs	$ 6,225
Variable lease costs	2,010
Short-term lease expense	190
Total operating lease costs	$ 8,425
Weighted-average remaining lease term (years):
Operating leases	4 years 1 month 6 days
Weighted-average discount rate:
Operating leases	4.50%

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$ 6,798
Assets obtained in exchange for lease obligations:
Operating leases	$ 5,410

Leases - Estimated Future Minimum Payment Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated Future Minimum Payment Obligations
2023	$ 3,282
2024	1,663
2025	1,245
2026	1,248
2027	1,212
Thereafter	457
Total undiscounted future cash flows	9,107
Less: Imputed interest	(814)
Present value of lease liabilities	8,293
Operating Lease Liabilities
Lease liabilities, current	2,941	$ 0
Lease liabilities, noncurrent	5,352
Present value of lease liabilities	$ 8,293

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Definite-lived, intangible assets
Cost	$ 306,142	$ 274,522
Accumulated Amortization	(150,592)	(128,730)
Net	155,550	145,792
Intangible assets not subject to amortization
Intangible assets not subject to amortization	7,564	9,294
Total intangible assets
Total intangible assets, cost	313,706	283,816
Total intangible assets, accumulated amortization	(150,592)	(128,730)
Total intangible assets, net	163,114	155,086
Internal use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	2,534	4,264
Trade name
Intangible assets not subject to amortization
Intangible assets not subject to amortization	5,030	5,030
Technology – features/content
Definite-lived, intangible assets
Cost	68,083	69,063
Accumulated Amortization	(21,806)	(24,950)
Net	$ 46,277	$ 44,113
Weighted Average Remaining Life	7 years 9 months 18 days	9 years 2 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (21,806)	$ (24,950)
Trade name
Definite-lived, intangible assets
Cost	3,549	6,392
Accumulated Amortization	(1,534)	(3,932)
Net	$ 2,015	$ 2,460
Weighted Average Remaining Life	4 years 7 months 6 days	5 years 6 months
Total intangible assets
Total intangible assets, accumulated amortization	$ (1,534)	$ (3,932)
Customer relationships
Definite-lived, intangible assets
Cost	77,849	77,849
Accumulated Amortization	(33,549)	(27,468)
Net	$ 44,300	$ 50,381
Weighted Average Remaining Life	9 years 1 month 6 days	9 years 10 months 24 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (33,549)	$ (27,468)
Internal use software
Definite-lived, intangible assets
Cost	156,661	121,218
Accumulated Amortization	(93,703)	(72,380)
Net	$ 62,958	$ 48,838
Weighted Average Remaining Life	2 years 1 month 6 days	2 years 4 months 24 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (93,703)	$ (72,380)

Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill
Beginning balance	$ 192,442	$ 75,736
Additions		117,320
Purchase accounting opening balance sheet adjustment	(161)
Foreign currency translation adjustment	(464)	(614)
Ending balance	$ 191,817	$ 192,442

- 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

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Percentage of fair value in excess of book value	10.00%
Basis point increase in weighted average cost of capital	100
Basis point decrease in annual forecasted revenues	100
Percentage of decline in fair value, in event increase in weighted average capital	3.00%
Percentage of decline in fair value, in event of decrease in annual forecasted revenue	4.00%
Amortization expense for intangible assets	$ 42.1	$ 29.9	$ 21.9

Goodwill and Other Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated future amortization expense:
2023	$ 46,210
2024	36,716
2025	20,870
2026	12,940
2027	11,164
Thereafter	27,650
Net	$ 155,550	$ 145,792

Debt - Narrative (Details) $ in Thousands		1 Months Ended	12 Months Ended
Debt - Narrative (Details) $ in Thousands	Jul. 01, 2021	Jul. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Settlement of debt		$ 178,400
Exchange ratio	71.26
Write-off of deferred beneficial conversion feature and warrant costs			$ 0	$ 12,063	$ 0
Loss on extinguishment of debt		1,100	0	1,148	$ 0
Senior Secured Credit Agreement, due February 2023 \| Secured debt
Debt Instrument [Line Items]
Available for borrowing			51,100
Borrowing capacity			$ 60,000
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Prime
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.00%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.75%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| LIBOR \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.75%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| LIBOR \| Maximum
Debt Instrument [Line Items]
Basis spread on variable interest rate			3.25%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Base Rate \| Minimum
Debt Instrument [Line Items]
Basis spread on variable interest rate			1.75%
Senior Secured Credit Agreement, due February 2023 \| Secured debt \| Base Rate \| Maximum
Debt Instrument [Line Items]
Basis spread on variable interest rate			2.25%
Series B, Series B-3 and Series B-4 Convertible Notes \| Convertible debt
Debt Instrument [Line Items]
Write-off of deferred beneficial conversion feature and warrant costs		$ 12,100
Series B, Series B-3 and Series B-4 Convertible Notes \| Convertible debt \| Common stock
Debt Instrument [Line Items]
Shares issued in debt conversion \| shares		37,695,910
Second Lien Credit Agreement, due May 2023 \| Secured debt
Debt Instrument [Line Items]
Long-Term Debt			$ 0	400
Second Lien Credit Agreement, due May 2023 \| Secured debt \| Other long term assets
Debt Instrument [Line Items]
Debt issuance fees			$ 0	$ 300

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current expense (benefit):
Foreign	$ (47)	$ 133	$ 0
Federal	56	0	0
State	12	42	47
Current income tax expense (benefit)	21	175	47
Deferred expense (benefit):
Foreign	764	(84)	154
Federal	(308)	(1,469)	(1,404)
State	(683)	(643)	(354)
Deferred income tax expense (benefit)	(227)	(2,196)	(1,604)
Total income tax expense (benefit)	$ (206)	$ (2,021)	$ (1,557)

Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Effective Income Tax Rate
Income tax benefit at the federal statutory rate	21.00%	21.00%	21.00%
Change in valuation allowance	(30.29%)	(22.43%)	(23.36%)
State income tax	8.50%	10.43%	5.60%
Permanent: fair market value adjustments	3.25%	6.29%	(3.05%)
Permanent: compensation	1.07%	(0.83%)	0.12%
Deferred: stock compensation	(2.19%)	(12.65%)	0.00%
Transaction costs	0.00%	1.80%	0.00%
Research and development credits	(0.12%)	1.20%	0.00%
Legal settlement	0.00%	(1.20%)	0.00%
Other	(1.05%)	(1.29%)	2.37%
Effective income tax rate	0.17%	2.32%	2.68%

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating losses	$ 99,551	$ 82,115
Share-based compensation expense	26,542	10,798
Accrued expenses	3,385	2,787
Property and equipment and internal use software	527	515
Contract liabilities	476	1,705
Interest expense	15,199	14,999
Tax credits	4,472	4,518
Deferred revenue	706	814
Intangible assets	10,117	12,961
Intangible assets (indefinite life)	816	816
Other	1,974	3,522
Valuation allowance	(148,366)	(112,146)	$ (90,010)
Total deferred tax assets	15,399	23,404
Deferred tax liabilities:
Intangible assets	(11,471)	(19,762)
Intangible assets (indefinite life)	(2,194)	(1,953)
Beneficial conversion feature	0	0
Prepaid assets	(2,223)	0
Other	(514)	(1,929)
Total deferred tax liabilities	(16,402)	(23,644)
Net deferred tax liability	$ (1,003)	$ (240)

Income Taxes - Loss from Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of Loss from Operations Before Income Taxes
Domestic	$ (120,766)	$ (91,261)	$ (55,889)
Foreign	1,075	4,111	(2,227)
Loss before income tax benefit and loss from equity method investment	$ (119,691)	$ (87,150)	$ (58,116)

Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2021
Operating Loss Carryforwards [Line Items]
Total net operating losses	$ 701,529	$ 583,480	$ 371,800
Net Operating Losses – Federal
Operating Loss Carryforwards [Line Items]
Total net operating losses	371,836	310,429
Net Operating Losses – State
Operating Loss Carryforwards [Line Items]
Total net operating losses	325,409	269,521
Net Operating Losses – International
Operating Loss Carryforwards [Line Items]
Total net operating losses	$ 4,284	$ 3,530

Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Changes in Valuation Allowances for Deferred Tax Assets
Valuation allowance as of beginning of the year	$ 112,146	$ 90,010
Increases to valuation allowance during the year	36,220	22,136
Valuation allowance as of end of year	$ 148,366	$ 112,146

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 01, 2021
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 701,529,000	$ 583,480,000		$ 371,800,000
Valuation allowance increase	36,200,000
GILTI tax	0
Income taxes paid	24,000	52,000	$ 162,000
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	371,836,000	310,429,000
Net operating losses not subject to expiration	161,700,000
Net operating losses, available for use	223,200,000
Net operating losses, Section 382 limited	279,600,000
Net operating losses limited indefinitely	1,500,000
Net operating loss, 382 limited and will become available	54,900,000
Income taxes paid	$ 0	$ 0	$ 0

Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares and Amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Net carrying amount	$ 58,205	$ 58,205
Series A Preferred Stock
Temporary Equity [Line Items]
Shares authorized	5,000,000	5,000,000
Shares issued	5,000,000	5,000,000
Shares outstanding	5,000,000	5,000,000
Net carrying amount	$ 58,205
Aggregate liquidation preference	$ 50,000	$ 50,000

- Definition

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

+ References + Details

Redeemable Convertible Preferred Stock - Narrative (Details) $ in Thousands			6 Months Ended	12 Months Ended
	Jul. 01, 2021 shares	Apr. 07, 2021 USD ($) shares	Dec. 31, 2021 day	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Temporary Equity [Line Items]
Aggregate purchase price received				$ 0	$ 50,000	$ 6,774
Exchange ratio	71.26
Series D Preferred Stock
Temporary Equity [Line Items]
Issuance of shares \| shares		62,500
Aggregate purchase price received		$ 50,000
Issuance of Series D stock		51,800
Contingent consideration related to anti-dilution provision		6,400
Non-cash payment for up front research and development costs		$ 8,200
Series A Preferred Stock
Temporary Equity [Line Items]
Stock issued upon conversion of convertible securities (in shares) \| shares	5,000,000
Number of shares issued upon conversion \| shares				1
Period until entitlement of forced conversion option			3 years
Conversion metric, common stock closing price as percentage of issue price			130.00%
Conversion metric, threshold trading days \| day			20
Conversion metric, threshold consecutive trading days \| day			30
Common stock
Temporary Equity [Line Items]
Stock issued upon conversion of convertible securities (in shares) \| shares	63,885,490

Common Stock and Stockholders’ Deficit - Narrative (Details) $ in Thousands		12 Months Ended
	Jul. 01, 2021 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Common stock authorized (in shares)	600,000,000	600,000,000	600,000,000
Warrants
Exchange ratio	71.26
Share-based Payments
Number of shares authorized for awards		155,959,042
Common stock issuable upon the exercise of outstanding options or settlement of restricted stock units (in shares)		119,765,404
Awards maximum life (in years)		10 years
Number of shares available for stock option grants		36,193,638
Stock options granted (in shares)		416,665	27,779,908
Compensation expense \| $		$ 69,628	$ 46,780	$ 19,160
Unrecognized compensation cost \| $		32,700
Compensation costs related to share-based payment awards reflected within additional paid-in capital related to capitalizable internally developed software activities \| $		$ 2,400
Common stock
Warrants
Stock issued upon conversion of convertible securities (in shares)	63,885,490
Convertible warrants \| Common stock
Warrants
Stock issued upon conversion of convertible securities (in shares)	10,921,334
Liability warrants
Warrants
Warrants expiration period (in years)		7 years
Warrants vesting period (in years)		3 years
Equity warrants
Warrants
Warrants expiration period (in years)		7 years
Contractual and earnout arrangements
Warrants
Common stock reserved for future issuance (in shares)		6,173,886
Warrants reserved for future issuance (in shares)		9,008,594
Warrants earned but not issued (in shares)		167,107
Non-employees
Share-based Payments
Stock options granted (in shares)		0	1,744,046
Recognition period for unrecognized compensation cost (in years)		1 month 9 days
Unrecognized compensation cost \| $		$ 400
Stock options
Share-based Payments
Service-based awards vesting period (in years)		4 years
Expected dividend yield (percent)		0.00%	0.00%	0.00%
Recognition period for unrecognized compensation cost (in years)		1 year 3 months 21 days
Stock options \| Non-employees
Share-based Payments
Expected term (in years)		10 years	10 years	10 years
Restricted stock units
Share-based Payments
Granted (in shares)		17,206,322	2,492,323
Unrecognized compensation cost \| $		$ 39,200
Recognition period for unrecognized compensation cost (in years)		2 years 10 months 2 days
Restricted stock units \| Non-employees
Share-based Payments
Granted (in shares)		25,873	0
Earnout Shares
Share-based Payments
Compensation expense \| $			$ 800

Common Stock and Stockholders’ Deficit - Warrants (Details)	Dec. 31, 2022 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	1,038,678,000
Equity \| Maximum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 5.61
Equity \| Minimum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 4.21
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

Common Stock and Stockholders’ Deficit - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Options Outstanding - Number of Options
Outstanding, beginning (in shares)	116,623,461	107,824,289
Granted (in shares)	416,665	27,779,908
Exercised/Released (in shares)	(9,421,583)	(15,788,241)
Cancelled/Forfeited (in shares)	(4,061,296)	(3,192,495)
Outstanding, ending (in shares)	103,557,247	116,623,461	107,824,289
Vested and exercisable (in shares)	75,439,358	73,712,795
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share)	$ 2.81	$ 1.25
Granted (in USD per share)	2.85	7.85
Exercised/Released (in USD per share)	1.15	1.04
Cancelled/Forfeited (in USD per share)	3.83	2.51
Outstanding, ending (in USD per share)	2.88	2.81	$ 1.25
Vested and exercisable (in USD per share)	$ 1.96	$ 1.33
Options Outstanding - Additional Disclosures
Outstanding, Weighted average remaining contractual term	6 years 10 months 17 days	7 years 7 months 20 days	7 years 3 months 18 days
Vested and exercisable, Weighted average remaining contractual term	6 years 6 months	6 years 10 months 28 days
Outstanding, Aggregate intrinsic value	$ 25,753	$ 300,125	$ 341,623
Exercised, Aggregate intrinsic value	4,258	54,446
Vested and exercisable, Aggregate intrinsic value	$ 22,030	$ 233,440

Common Stock and Stockholders’ Deficit - Restricted Stock Units (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	2,179,941	0
Granted (in shares)	17,206,322	2,492,323
Released (in shares)	(857,423)	(31,250)
Cancelled/Forfeited (in shares)	(2,478,046)	(281,132)
Outstanding, ending (in shares)	16,050,794	2,179,941
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Granted (in USD per share)	$ 2.88	$ 7.39
Released (in USD per share)	5.82	7.42
Cancelled/Forfeited (in USD per share)	4.25	7.39
Outstanding (in USD per share)	$ 3.21	$ 7.39	$ 0

Common Stock and Stockholders’ Deficit - Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Value Assumptions
Expected volatility, minimum (percent)			55.00%
Expected volatility, maximum (percent)			57.00%
Stock options
Value Assumptions
Expected volatility (percent)	55.00%	55.00%
Risk-free interest rate	1.67%
Risk-free interest rate, minimum (percent)		0.40%	0.27%
Risk-free interest rate, maximum (percent)		1.54%	0.61%
Expected dividend yield (percent)	0.00%	0.00%	0.00%
Stock options \| Minimum
Value Assumptions
Expected term (in years)	5 years	5 years	5 years
Stock options \| Maximum
Value Assumptions
Expected term (in years)		10 years	7 years

Common Stock and Stockholders’ Deficit - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 69,628	$ 46,780	$ 19,160
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	410	44	30
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	3,755	1,835	484
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	3,687	12,502	431
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 61,776	$ 32,399	$ 18,215

Noncontrolling Interests (Details) - Healthways Brazil	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Controlling interest held by Company	51.00%
Noncontrolling interest	49.00%

Commitments and Contingencies - Future Non-cancellable Purchase Obligations (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Future Non-cancellable Purchase Obligations
2023	$ 8,112
2024	5,055
2025	4,037
2026	3,091
2027	3,139
Thereafter	6,688
Future non-cancellable purchase obligations	$ 30,122

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Capitalized implementation costs	$ 2.0	$ 1.1
Outstanding letters of credit	$ 8.9

Related-Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 01, 2021	Dec. 31, 2016
HICCH-SCL
Related Party Transaction [Line Items]
Equity method investment ownership (percent)						50.00%
Equity method investment impairment	$ 3,900
Equity method investment impairment, investment component	1,200
Equity method investment impairment, short-term receivable component	$ 2,700
Sharecare Brasil Servicios de Consultoria, Ltda \| Sul América
Related Party Transaction [Line Items]
Noncontrolling interest		49.00%
Largest customer and investor in convertible notes
Related Party Transaction [Line Items]
Related party investment in convertible notes					$ 20,000
Revenue from related parties			$ 48,000	$ 54,000
Accounts receivable, related parties			$ 11,500
Warrants earned but not issued during period (in shares)			0	6,185
Reduction to revenue for warrants earned but not issued			$ 0	$ 1,100
Dr. Ornish, MD \| Royalty agreement
Related Party Transaction [Line Items]
Royal fee guaranteed amount		$ 1,200
Royal fee guaranteed percentage of revenue		15.00%
Expenses, related party transactions				1,200
Sul América
Related Party Transaction [Line Items]
Revenue from related parties		$ 8,900	11,600	12,800
Accounts receivable, related parties		1,400	2,000
Sales and sales support services entity
Related Party Transaction [Line Items]
Revenue from related parties		0	300	3,500
Sales and sales support services entity \| Sales and sales support services
Related Party Transaction [Line Items]
Expenses, related party transactions		0	100	300
Board of Directors related customer
Related Party Transaction [Line Items]
Revenue from related parties		20,300	17,300	3,900
Accounts receivable, related parties		3,100	5,000
Long-term asset related to non-cash payment for upfront research and development costs		0	5,500
Short-term asset related to non-cash payment for upfront research and development costs		4,800	1,700
Board of Directors related customer \| Administration fee and stop loss coverage
Related Party Transaction [Line Items]
Expenses, related party transactions		2,000	$ 1,800	$ 1,300
Series A Preferred Stock Holder
Related Party Transaction [Line Items]
Revenue from related parties		17,400
Accounts receivable, related parties		18,100
Long-term asset related to non-cash payment for upfront research and development costs		5,800
Due to related party		28,000
Long term liabilities		6,900
Current contract assets		1,700
Amortization of contract assets		600
Intangible asset recognized		7,900
Series A Preferred Stock Holder \| Administration fee and stop loss coverage
Related Party Transaction [Line Items]
Expenses, related party transactions		$ 18,000

Net Loss Per Share - Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net loss	$ (119,485)	$ (85,129)	$ (60,461)
Less: Redeemable noncontrolling interest remeasurement	0	0	(804)
Less: Net loss attributable to noncontrolling interests in subsidiaries	778	129	443
Net loss available to common stockholders, basic	(118,707)	(85,000)	(60,822)
Net loss available to common stockholders, diluted	$ (118,707)	$ (85,000)	$ (60,822)
Denominator
Weighted-average common shares outstanding, basic (in shares)	348,103,491	281,026,365	215,094,037
Weighted-average common shares outstanding, diluted (in shares)	348,103,491	281,026,365	215,094,037
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.34)	$ (0.30)	$ (0.28)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.34)	$ (0.30)	$ (0.28)

Net Loss Per Share - Anti-dilutive Common Stock Equivalents (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	35,257,050	91,441,041	127,710,803
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	18,796,999	35,783,839
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	30,145,693	61,896,591	82,154,207
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	5,665,985	8,507,552
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	5,000,000	3,544,003	0
Contingently issuable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	111,357	1,537,463	1,265,205

Subsequent Events (Details) - Senior Secured Credit Agreement, due February 2023 - USD ($) $ in Millions	Feb. 10, 2023	Feb. 09, 2023	Dec. 31, 2022
Secured debt
Subsequent Event [Line Items]
Borrowing capacity			$ 60.0
Subsequent event \| Letter of Credit
Subsequent Event [Line Items]
Borrowing capacity	$ 15.0	$ 10.0
Subsequent event \| Secured debt
Subsequent Event [Line Items]
Borrowing capacity	$ 60.0
Subsequent event \| Secured debt \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable interest rate	0.75%
Subsequent event \| Secured debt \| SOFR
Subsequent Event [Line Items]
Basis spread on variable interest rate	1.75%