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United States securities and exchange commission logo
July 13, 2023
Justin Ferrero
Chief Financial Officer
Sharecare, Inc.
255 East Paces Ferry Road NE, Suite 700
Atlanta, Georgia 30305
Re: Sharecare, Inc.
Form 10-K filed
March 31, 2023
File No. 001-39535
Dear Justin Ferrero:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Non-GAAP Financial Measures, page 52
1. We note your
presentation of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS
and have the following
comments:
Please tell us and
expand your disclosures to identify the nature of the contracts
exited and the
nature of the costs incurred to exit such contracts;
You indicate that
your non-operating, non-recurring costs primarily represent the
settlement of legal
obligations, new business opportunities and lease
terminations.
Describe the legal obligations, new business opportunities and the
nature of the
leases that were terminated. For each period presented, please tell us
and expand your
disclosures to (i) quantify the costs related to each of these
categories, (ii)
address the nature of the costs underlying these categories, and (iii)
quantify the
material cost components underlying these categories;
You indicate that
your reorganizational and severance costs primarily relate to
globalizing a
portion of the workforce and severance. Separately quantify the costs
Justin Ferrero
Sharecare, Inc.
July 13, 2023
Page 2
incurred to globalize the workforce and the severance costs. Tell
us and expand your
disclosures to identify the nature of the costs underlying both
categories and quantify
material components; and
Tell us and expand your disclosures to identify the nature of the
acquisition-related
costs incurred and quantify the material underlying components
for each period
presented. Please explain why you had acquisition-related costs
in 2022.
For each material cost identified in the above bullets, please tell us
what consideration you
gave to Question 100.01 of the Non-GAAP Financial Measures Compliance
& Disclosure
Interpretations, as updated December 13, 2022, in determining it was
appropriate to
exclude these costs from your non-GAAP measures.
2. We noted little to no discussion of the costs associated with exiting
contracts, settlement
of legal obligations, costs associated with new business
opportunities, lease terminations,
reorganizational or severance costs related to globalizing a portion
of the workforce and
severance within Management's Discussion and Analysis. Please explain
what expense
line items these adjustments relate to and tell us how you will revise
future discussions to
address the material costs incurred in each period presented.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-
3355 with any questions.
Sincerely,
FirstName LastNameJustin Ferrero
Division of
Corporation Finance
Comapany NameSharecare, Inc.
Office of
Industrial Applications and
July 13, 2023 Page 2 Services
FirstName LastName