0001816233-24-000078 | 10-K | XBRL Viewer

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Common Stock and Stockholders’ Deficit - Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 48,566	$ 69,628	$ 46,780
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	723	410	44
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	5,851	3,755	1,835
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	6,220	3,687	12,502
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation	$ 35,772	$ 61,776	$ 32,399

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

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, 2023 (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

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 of April 7, 2021, 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.

Goodwill and Other Intangible Assets - Narrative (Details) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Percentage of fair value in excess of book value					10.00%
Basis point increase in weighted average cost of capital	100	100
Basis point decrease in annual forecasted revenues	100	100
Percentage of decline in fair value, in event increase in weighted average capital	5.00%	5.00%
Percentage of decline in fair value, in event of decrease in annual forecasted revenue	7.00%	7.00%
Impairment, intangible asset, finite-lived, statement of income or comprehensive income	Depreciation and amortization
Amortization expense for intangible assets		$ 58.3	$ 42.1	$ 29.9
Series A Preferred Stock Holder
Finite-Lived Intangible Assets [Line Items]
Intangible asset recognized	$ 3.1	$ 3.1	$ 7.9
Intellectual Property \| Series A Preferred Stock Holder
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 2.9

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

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

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Atlanta, Georgia
Auditor Firm ID	42

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue (inclusive of $55,688, $46,605, and $77,221 of related party revenue for the years ended December 31, 2023, 2022, and 2021, respectively)	$ 445,251	$ 442,415	$ 412,815
Costs of revenue (exclusive of depreciation and amortization; inclusive of $28,634, $18,010, and $0 of related party costs of revenue for the years ended December 31, 2023, 2022, and 2021, respectively)	254,545	238,293	203,218
Related Party
Revenue (inclusive of $55,688, $46,605, and $77,221 of related party revenue for the years ended December 31, 2023, 2022, and 2021, respectively)	55,688	46,605	77,221
Costs of revenue (exclusive of depreciation and amortization; inclusive of $28,634, $18,010, and $0 of related party costs of revenue for the years ended December 31, 2023, 2022, and 2021, respectively)	$ 28,634	$ 18,010	$ 0

- 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
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Nature of Business and Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total Revenue	$ 445,251	$ 442,415	$ 412,815
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	243,942	258,642	243,404
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	119,343	104,170	90,921
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 81,966	$ 79,603	$ 78,490

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Net Loss Per Share - Anti-dilutive Common Stock Equivalents (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	17,332,875	35,257,050	91,441,041
Convertible debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	0	18,796,999
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	12,332,875	30,145,693	61,896,591
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	0	5,665,985
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	5,000,000	5,000,000	3,544,003
Contingently issuable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	0	111,357	1,537,463

Common Stock and Stockholders’ Deficit

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Common Stock and Stockholders’ Deficit

As of December 31, 2023, 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. Warrants classified as liabilities 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 the date of issuance.

As of December 31, 2023, the following warrants were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,171,661	$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. As of December 31, 2023, these agreements provide for the issuance of up to 3,238,675 shares of common stock (including Earnout Shares in connection with the Business Combination) and 6,353,577 warrants to purchase shares of common stock. With respect to these arrangements, there were 107,085 warrants earned but not issued as of December 31, 2023.

Share-based Payments

In July 2021, the Sharecare Board 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, 2023 is 165,024,197 (including 144,295,240 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, 2023, the Company had approximately 20,728,957 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, 2023 and 2022 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, 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	103,557,246	$	2.88	6.88	$	25,753	16,050,794	$	3.21
Granted	—	$	—				46,634,902	$	1.70
Exercised / Released	(527,883)	$	0.99		$	88	(7,033,508)	$	2.46
Cancelled / Forfeited	(10,811,024)	$	2.31				(6,644,422)	$	2.66
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256
Vested and/or exercisable as of December 31, 2022	75,439,358	$	1.96	6.50	$	22,030

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, 2023 and 2022 are immaterial.

The table above includes restricted stock units of 70,950 and 25,873 granted to non-employees during the years ended December 31, 2023 and 2022, respectively. No options were granted to non-employees for either years ended December 31, 2023 and 2022.

There were no options granted during 2023. The weighted-average grant-date fair values of options granted during the years ended December 31, 2022 and 2021 were $2.50 and $3.15 per share, respectively.

During the years ended December 31, 2023, 2022 and 2021, the aggregate intrinsic value of stock options exercised was $0.1 million, $4.3 million and $54.4 million, respectively.

The total fair value of shares that vested during the years ended December 31, 2023, 2022 and 2021 was $9.7 million, $2.0 million and $0.1 million, 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 share-based compensation awards for the following periods:


	Years Ended December 31,
	2023	2022	2021
Expected volatility	88%	55%	55%
Expected term (in years)	5.5	5.0	5.0 - 10.0
Risk-free interest rate	3.94%	1.67%	0.40% – 1.54%
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, 2023, 2022 and 2021 (in thousands):


	Years Ended December 31,
	2023		2022		2021
Cost of revenues	$	723	$	410	$	44
Sales and marketing	5,851		3,755		1,835
Product and technology	6,220		3,687		12,502
General and administrative	35,772		61,776		32,399
Total share-based compensation	$	48,566	$	69,628	$	46,780

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, 2023, include approximately $1.6 million related to capitalizable internally-developed software activities, respectively.

The Company’s total unrecognized compensation cost related to options and restricted stock units as of December 31, 2023 was $11.0 million and $69.2 million, respectively, and is expected to be recognized over a weighted average vesting period of less than one and 2.35 years, respectively.

On May 31, 2023, each of the principal executive officer, principal financial officer, other named executive officers, and certain eligible employees of the Company voluntarily elected to forgo up to 25% of their cash base salary for the next 12 months, and in lieu thereof received restricted stock units (“RSUs”) with a value equal to the cash amount they elected to forego over the 12-month period. In consideration for forgoing guaranteed cash compensation, each individual will receive an additional number of RSUs with a value equal to 25% of the amount of cash salary they have elected to forgo. The RSUs were issued in June 2023 and will vest in four equal quarterly installments over the next 12 months, subject to the individual’s continued employment. The ability of the named executive officers and other eligible employees to make such election to forgo guaranteed cash compensation and receive RSUs in lieu thereof was approved by the Compensation and Human Capital Committee of Sharecare’s Board. The unvested RSUs are classified as a liability. As of December 31, 2023, there was $0.4 million of unvested RSUs classified as a liability and recorded to accrued expenses and other current liabilities in the Consolidated Balance Sheets. As such, share-based compensation costs reflected within additional paid-in capital in the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the year ended December 31, 2023 does not reflect the cost associated with these awards. Upon vesting of these RSUs, amounts will be reclassified from liability to equity.

Common Stock and Stockholders’ Deficit - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Options Outstanding - Number of Options
Outstanding, beginning (in shares)	103,557,246	116,623,461
Granted (in shares)	0	416,665
Exercised/Released (in shares)	(527,883)	(9,421,583)
Cancelled/Forfeited (in shares)	(10,811,024)	(4,061,296)
Outstanding, ending (in shares)	92,218,339	103,557,246	116,623,461
Vested and/or exercisable (in shares)	73,902,493	75,439,358
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share)	$ 2.88	$ 2.81
Granted (in USD per share)	0	2.85
Exercised/Released (in USD per share)	0.99	1.15
Cancelled/Forfeited (in USD per share)	2.31	3.83
Outstanding, ending (in USD per share)	3.01	2.88	$ 2.81
Vested and/or exercisable (in USD per share)	$ 1.89	$ 1.96
Options Outstanding - Additional Disclosures
Outstanding, Weighted average remaining contractual term	5 years 10 months 13 days	6 years 10 months 17 days	7 years 7 months 20 days
Vested and exercisable, Weighted average remaining contractual term	5 years 5 months 26 days	6 years 6 months
Outstanding, Aggregate intrinsic value	$ 1,256	$ 25,753	$ 300,125
Exercised, Aggregate intrinsic value	88	4,258	$ 54,400
Vested and/or exercisable, Aggregate intrinsic value	$ 1,256	$ 22,030

Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Definite-lived, intangible assets
Cost	$ 333,923	$ 306,142
Accumulated Amortization	(203,928)	(150,592)
Net	129,995	155,550
Intangible assets not subject to amortization
Intangible assets not subject to amortization	6,557	7,564
Total intangible assets
Total intangible assets, cost	340,480	313,706
Total intangible assets, accumulated amortization	(203,928)	(150,592)
Total intangible assets, net	136,552	163,114
Internal use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	1,527	2,534
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	65,905	68,083
Accumulated Amortization	(31,117)	(21,806)
Net	$ 34,788	$ 46,277
Weighted Average Remaining Life (in years)	8 years 9 months 18 days	7 years 9 months 18 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (31,117)	$ (21,806)
Trade name
Definite-lived, intangible assets
Cost	3,549	3,549
Accumulated Amortization	(1,979)	(1,534)
Net	$ 1,570	$ 2,015
Weighted Average Remaining Life (in years)	3 years 7 months 6 days	4 years 7 months 6 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (1,979)	$ (1,534)
Customer relationships
Definite-lived, intangible assets
Cost	77,849	77,849
Accumulated Amortization	(39,633)	(33,549)
Net	$ 38,216	$ 44,300
Weighted Average Remaining Life (in years)	8 years 9 months 18 days	9 years 1 month 6 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (39,633)	$ (33,549)
Internal use software
Definite-lived, intangible assets
Cost	186,620	156,661
Accumulated Amortization	(131,199)	(93,703)
Net	$ 55,421	$ 62,958
Weighted Average Remaining Life (in years)	1 year 10 months 24 days	2 years 1 month 6 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (131,199)	$ (93,703)

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($) sublease	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Leases [Abstract]
Operating lease, right-of-use asset, statement of financial position	Other long-term assets (Note 4)	Other long-term assets (Note 4)
Operating lease, liability, current, statement of financial position	Accounts payable, Accrued expenses and other current liabilities (Note 4)	Accounts payable, Accrued expenses and other current liabilities (Note 4)
Operating lease, liability, noncurrent, statement of financial position	Other long-term liabilities
Operating lease expense	$ 2.6	$ 6.2
Operating lease expense			$ 6.2
Number of sub-lease agreements \| sublease	1
Sublease income	$ 0.5

Nature of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

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. In January 2023, Sharecare 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.

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.

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 98%, 97%, and 95% of total revenue during the years ended December 31, 2023, 2022 and 2021, respectively. For the years ended December 31, 2023 and 2022, no customer accounted for more than 10% of our total revenue. For the year ended December 31, 2021, one customer accounted for 11% of the Company’s total revenue.

As of December 31, 2023, there was one customer with whom we currently have active disputes, that individually accounted for 37% of the Company’s accounts receivable, net. For the years ended December 31, 2022 and 2021, no customer individually accounted for more than 10% 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, 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 (loss) 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, net, consists of trade accounts receivable which are due under normal trade terms requiring payment, typically within 45 days from the invoice date. The allowance for doubtful accounts is based on management's estimate for expected credit losses for outstanding trade accounts receivable and is recorded as an offset to accounts receivable. Changes in the allowance for doubtful accounts are classified as general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company determines expected credit losses based on historical write-off experience, an analysis of the aging of outstanding receivables, customer payment patterns, and adjusts based on expectations of changes in macro-economic conditions and customer-specific information that may impact the collectability of outstanding receivables. The Company reassesses the adequacy of the allowance for doubtful accounts each reporting period.

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


	Year Ended December 31,
	2023		2022
Allowance for doubtful accounts – beginning balance	$	7,197	$	6,212
Provision for doubtful accounts	3,023		3,210
Amounts written off and other adjustments	(1,676)		(2,225)
Allowance for doubtful accounts – ending balance	$	8,544	$	7,197

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. Repair 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, 2023 and 2022, other long-term assets included 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), operating lease right-of-use assets due to the adoption of ASC 842 (Note 6), and a contract asset that was deemed to be fully impaired in the fourth quarter of 2023 due to the cessation of services in connection with a revenue contract, pending the resolution of an active contractual dispute, and the uncertainty related to whether or when such services might resume (Note 14).

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.

In the fourth quarter of 2023, certain intellectual property was determined to be impaired due to a change in the timing and magnitude of cash flows expected to be generated using the intellectual property (Notes 7 and 14).

Intangible assets have useful lives within the following ranges:


Internal use software			3–5 years
Technology – features/content			5–15 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 of these contract liabilities for the year ended December 31, 2023 was $1.8 million and was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. 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 during the year ended December 31, 2021 was $5.6 million. Of that amount, $1.7 million was included within cost of revenues and $3.9 million was included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. Additionally, the Company has recognized certain contract liabilities due to a former related party in the amount of $17.5 million related to service agreements, the entirety of which is classified as current as of December 31, 2023 and recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Additionally, the prior year balances as of December 31, 2022 and December 31, 2021 included certain contract liabilities related to office lease agreements prior to the adoption of ASC 842.

Deferred Financing Fees, Net

In connection with obtaining loans in prior periods, 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, 2023, expense recognized in the Consolidated Statement of Operations and Comprehensive Loss related to deferred financing fees totaled less than $0.1 million, which represented the amortization of deferred financing fees. 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 primarily consisted of the loss on conversion of debt. 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 represented the amortization of deferred 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, which consist of deferred revenue and contract billings in excess of earned revenue, pursuant to ASC 606.

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, 2023 and 2022, such fees were $5.5 million and $9.0 million, respectively. The Company recognized $4.7 million of revenue during the year ended December 31, 2023 that was included in deferred revenue at December 31, 2022. 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.

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 to which the Company expects to be entitled 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 (business-to-consumer) and B2B2C (business-to-business-to-consumer) 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 over time 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, 2023 and 2022, such fees included within deferred revenue were $4.9 million and $4.4 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 $7.5 million, $7.7 million, and $10.0 million of revenues recognized during the years ended December 31, 2023, 2022 and 2021, respectively, were performance-based. As of December 31, 2023, 2022 and 2021, the cumulative amount of performance-based revenues that had met the criteria for recognition and had been recognized but had not yet been settled with customers, totaled $3.0 million, $6.3 million and $5.7 million, respectively, all of which were based on actual results. During the year ended December 31, 2023, $1.9 million was recognized in revenue that related to services provided prior to December 31, 2022.

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, 2023, 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 $70.1 million. As of December 31, 2023, the Company expects to recognize revenue on approximately 90% 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,
	2023		2022		2021
Enterprise	$	243,942	$	258,642	$	243,404
Provider	119,343		104,170		90,921
Life Sciences	81,966		79,603		78,490
Total Revenue	$	445,251	$	442,415	$	412,815

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the respective local currency. All asset and liability accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the Consolidated Statements of Operations and Comprehensive Loss. Equity transactions are translated using historical exchange rates. Revenue and 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. Foreign currency transaction gains (losses) during the years ended December 31, 2023, 2022 and 2021 were immaterial.

Advertising Expense

Advertising costs, which are expensed as incurred, totaled $10.5 million, $10.3 million and $8.8 million in 2023, 2022 and 2021, 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 Sharecare Board. The Company contributed $1.6 million, $2.0 million and $1.5 million during the years ended December 31, 2023, 2022 and 2021, 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, 2023, 2022, and 2021.

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, 2023, 2022, and 2021, other income (expense) consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022		2021
Re-measurement of contingent consideration	$	1,484	$	10,113	$	13,447
Re-measurement of warrant liabilities	2,037		8,379		12,676
Other	(2,303)		1,723		884
Total other income (expense)	$	1,218	$	20,215	$	27,007

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.

Recently Adopted Accounting Standards

Business Combination. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (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 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.

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 of recognition, 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 receivable 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 (accumulated deficit) in the period of adoption, to the extent applicable. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within the fiscal year. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption did not have a material impact on the Company’s unaudited interim consolidated financial statements, with the primary impact being the increase in allowance for doubtful accounts related to our trade accounts receivable. The adoption adjustment was recorded to accumulated deficit, as shown in the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit).

Nature of Business and Significant Accounting Policies - Other Income (Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ 1,484	$ 10,113	$ 13,447
Re-measurement of warrant liabilities	2,037	8,379	12,676
Other	(2,303)	1,723	884
Total other income (expense)	$ 1,218	$ 20,215	$ 27,007

Fair Value Measurements - Fair Value Hierarchy for Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities
Derivative liability, statement of financial position	Warrant liabilities	Warrant liabilities
Recurring
Cash equivalents
Total cash equivalents at fair value	$ 10,431	$ 10,526
Liabilities
Warrant liabilities	403	2,441
Contingent consideration - other liabilities	395	1,879
Total liabilities at fair value	798	4,320
Recurring \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,431	10,526
Recurring \| Level 1
Cash equivalents
Total cash equivalents at fair value	10,431	10,526
Liabilities
Warrant liabilities	403	2,441
Contingent consideration - other liabilities	0	0
Total liabilities at fair value	403	2,441
Recurring \| Level 1 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,431	10,526
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	395	1,879
Total liabilities at fair value	395	1,879
Recurring \| Level 3 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0	$ 0

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2023

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

Nature of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

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

Intangible Assets

Intangible assets have useful lives within the following ranges:


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

Contract Liabilities

Deferred Financing Fees, Net

Income Taxes

Deferred Revenue and Revenue Recognition

Deferred Revenue

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

Revenue Recognition

Enterprise Revenue

Provider Revenue

Life Sciences Revenue

Remaining Performance Obligations

Foreign Currency

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 $10.5 million, $10.3 million and $8.8 million in 2023, 2022 and 2021, respectively.

Employee Benefit Plan

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 - Other Long-Term Assets (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Tax credit term (in years)	3 years	3 years

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating losses	$ 119,160	$ 99,551
Share-based compensation expense	32,049	26,542
Accrued expenses	1,570	3,385
Property and equipment and internal use software	713	527
Contract liabilities	0	476
Interest expense	13,840	15,199
Tax credits	4,368	4,472
Deferred revenue	638	706
Intangible assets	20,298	10,117
Intangible assets (indefinite life)	816	816
Other	2,561	1,974
Valuation allowance	(178,038)	(148,366)	$ (112,146)
Total deferred tax assets	17,975	15,399
Deferred tax liabilities:
Intangible assets	(13,791)	(11,471)
Intangible assets (indefinite life)	(2,377)	(2,194)
Prepaid assets	(1,992)	(2,223)
Other	(633)	(514)
Total deferred tax liabilities	(18,793)	(16,402)
Net deferred tax liability	$ (818)	$ (1,003)

Noncontrolling Interests (Details) - Healthways Brazil	Dec. 31, 2023
Noncontrolling Interest [Line Items]
Controlling interest held by Company	51.00%
Noncontrolling interest	49.00%

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In accordance with ASC 855, Subsequent Events, the Company considered events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through March 29, 2024, the date the consolidated financial statements were issued, noting no such material events.

Income Taxes - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Total net operating losses	$ 859,863	$ 701,529
Net operating losses – Federal
Operating Loss Carryforwards [Line Items]
Total net operating losses	438,959	371,836
Net operating losses – State
Operating Loss Carryforwards [Line Items]
Total net operating losses	418,199	325,409
Net operating losses – International
Operating Loss Carryforwards [Line Items]
Total net operating losses	$ 2,705	$ 4,284

Business Combination

12 Months Ended

Dec. 31, 2023

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, 2023. 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. 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 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

Income Taxes - Loss from Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Components of Loss from Operations Before Income Taxes
Domestic	$ (126,556)	$ (120,766)	$ (91,261)
Foreign	(3,665)	1,075	4,111
Loss before income tax benefit	$ (130,221)	$ (119,691)	$ (87,150)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Nature of Business and Significant Accounting Policies - SPAC Transaction and Basis of Presentation (Details) $ / shares in Units, $ in Thousands	Jul. 01, 2021 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / 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
Exchange ratio	71.26

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, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator
Net loss	$ (130,012)	$ (119,485)	$ (85,129)
Less: Net loss attributable to noncontrolling interests in subsidiaries	1,514	778	129
Net loss available to common stockholders, basic	(128,498)	(118,707)	(85,000)
Net loss available to common stockholders, diluted	$ (128,498)	$ (118,707)	$ (85,000)
Denominator
Weighted-average common shares outstanding, basic (in shares)	352,076,785	348,103,491	281,026,365
Weighted-average common shares outstanding, diluted (in shares)	352,076,785	348,103,491	281,026,365
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.36)	$ (0.34)	$ (0.30)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.36)	$ (0.34)	$ (0.30)

Business Combination - Reconciliation of Number Shares of Common Stock (Details) - shares	Jul. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2021
Schedule of Reverse Recapitalization [Line Items]
Common stock outstanding	337,088,179	353,430,357	354,463,620
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
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

Nature of Business and Significant Accounting Policies - Revenue Recognition (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) performance_obligation	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 4.9	$ 4.4
Performance-based revenue recognized	7.5	7.7	$ 10.0
Performance-based revenue recognized but not yet settled with customers	3.0	$ 6.3	$ 5.7
Revenue recognized related to services provided in prior period	$ 1.9
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

Business Combination - Net Proceeds from Reverse Recapitalization with FCAC (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 01, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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	$ 0	$ 426,240

Net Loss Per Share

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021
Numerator
Net loss	$	(130,012)	$	(119,485)	$	(85,129)
Less: Net loss attributable to noncontrolling interests in subsidiaries	1,514		778		129
Net loss available to common stockholders	$	(128,498)	$	(118,707)	$	(85,000)

Denominator
Weighted-average common shares outstanding, basic and diluted	352,076,785		348,103,491		281,026,365
Net loss per share attributable to common stockholders, basic and diluted	$	(0.36)	$	(0.34)	$	(0.30)

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, 2023, 2022, and 2021, as they are anti-dilutive and the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common share equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Years Ended December 31,
	2023	2022	2021
Convertible debt	—	—	18,796,999
Stock options and restricted stock units	12,332,875	30,145,693	61,896,591
Warrants to purchase common stock	—	—	5,665,985
Redeemable convertible preferred stock	5,000,000	5,000,000	3,544,003
Contingently issuable shares	—	111,357	1,537,463
Total	17,332,875	35,257,050	91,441,041

Common Stock and Stockholders’ Deficit - Warrants (Details)	Dec. 31, 2023 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	1,171,661
Equity \| Minimum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 4.21
Equity \| Maximum
Class of Warrant or Right [Line Items]
Exercise price per share (in USD per share)	$ 5.61
Liability
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	17,433,334
Exercise price per share (in USD per share)	$ 11.50

Acquisitions - Preliminary Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 11, 2021	Feb. 22, 2021
Business Acquisition [Line Items]
Goodwill	$ 192,037	$ 191,817	$ 192,442
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

Consolidated Statements of Redeemable Noncontrolling Interest, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Cumulative effect adjustment	doc.ai Incorporated	CareLinx Inc	Convertible debt	Convertible warrants	Common Stock	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 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 convertible preferred stock
Redeemable noncontrolling interest, starting balance at Dec. 31, 2020	$ 4,000
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, beginning balance (in shares) at Dec. 31, 2020																					0
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2020																					$ 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
Beginning balance (in shares) at Dec. 31, 2020							217,106,957
Beginning balance at Dec. 31, 2020	(13,456)	$ 593					$ 22					$ 377,134					$ (702)	$ (392,113)	$ 593	$ 2,203
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)							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 WhitehatAI earnout	595											595
Common stock issued upon vesting of restricted stock units (in shares)							31,250
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
Repurchased shares of common stock related to exercise of stock options (in shares)							(6,002,255)
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
Other (in shares)							66,555
Other	(988)											(988)
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 stock options	(29,772)						$ (1)					(29,771)
Net loss attributable to non-controlling interest in subsidiaries	(129)																(18)			(111)
Net income (loss) attributable to Sharecare, Inc.	(85,593)																	(85,593)
Net income (loss) attributable to Sharecare, Inc.	(85,000)
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
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
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
Common stock issued upon vesting of restricted stock units (in shares)							857,343
Issuance of warrants in connection with debt and revenue arrangements	62											62
Repurchased shares of common stock related to exercise of stock options (in shares)							(2,166,093)
Share-based compensation	72,011											72,011
Other (in shares)							(5,097)
Currency translation adjustment	(611)																(733)			122
Repurchased shares of common stock related to exercise of employee stock options (in shares)							(2,166,093)
Repurchased shares of common stock related to exercise of stock options	(4,135)											(4,135)
Shares repurchased (in shares)							(150,602)
Shares repurchased	(249)											(249)
Net loss attributable to non-controlling interest in subsidiaries	(778)																			(778)
Net income (loss) attributable to Sharecare, Inc.	(118,707)																	(118,707)
Ending balance at Dec. 31, 2022	$ 522,600	$ (1,055)					$ 35					1,120,024					(2,794)	(595,820)	$ (1,055)	1,155
Ending balance (in shares) at Dec. 31, 2022	354,463,620						354,463,620
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting standards update	Accounting Standards Update 2016-13 [Member]
Redeemable noncontrolling interest, ending balance at Dec. 31, 2023	$ 0
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2023																					5,000,000
Redeemable convertible preferred stock, ending balance at Dec. 31, 2023	$ 58,205																				$ 58,205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	527,883						523,585
Stock options exercised	$ 518											518
Common stock issued upon vesting of restricted stock units (in shares)							7,033,508
Common stock issued upon vesting of restricted stock units	0						$ 1					(1)
Issuance of warrants in connection with debt and revenue arrangements	38											38
Repurchased shares of common stock related to exercise of stock options (in shares)							(1,147,321)
Share-based compensation	48,147											48,147
Other	(131)											(131)
Currency translation adjustment	618																531			87
Repurchased shares of common stock related to exercise of employee stock options (in shares)							(1,147,321)
Repurchased shares of common stock related to exercise of stock options	(1,615)											(1,615)
Shares repurchased (in shares)							(7,443,035)
Shares repurchased	(9,244)						$ (1)					(9,243)
Net loss attributable to non-controlling interest in subsidiaries	(1,514)																			(1,514)
Net income (loss) attributable to Sharecare, Inc.	(128,498)																	(128,498)
Ending balance at Dec. 31, 2023	$ 429,864						$ 35					$ 1,157,737					$ (2,263)	$ (725,373)		$ (272)
Ending balance (in shares) at Dec. 31, 2023	353,430,357						353,430,357

Nature of Business and Significant Accounting Policies - Contract Liabilities, Deferred Financing Fees, and Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 1,804	$ 4,380	$ 5,616
Accrued expenses and other current liabilities	65,706	81,627
Amortization of deferred financing fees and beneficial conversion features (less than in 2023)	100	300	15,500
Deferred revenue	5,517	9,032
Revenue recognized that was previously in deferred revenue	4,700	6,400
Related Party
Disaggregation of Revenue [Line Items]
Accrued expenses and other current liabilities	$ 17,500
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
General and administrative
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities		$ 2,600	$ 3,900

Redeemable Convertible Preferred Stock - Narrative (Details) - Series A Preferred Stock	12 Months Ended
	Dec. 31, 2023 day shares
Temporary Equity [Line Items]
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	20
Conversion metric, threshold consecutive trading days	30

Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net
Property and equipment, gross	$ 13,845	$ 13,720
Less: accumulated depreciation	(10,470)	(8,638)
Property and equipment, net	3,375	5,082
Computer hardware
Property and Equipment, Net
Property and equipment, gross	$ 9,408	10,171
Estimated useful life (years)	3 years
Furniture/fixtures
Property and Equipment, Net
Property and equipment, gross	$ 1,666	1,345
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	$ 2,771	$ 2,204
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

Income Taxes - Changes in Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Changes in Valuation Allowances for Deferred Tax Assets
Valuation allowance as of beginning of the year	$ 148,366	$ 112,146
Increases to valuation allowance during the year	29,672	36,220
Valuation allowance as of end of year	$ 178,038	$ 148,366

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2021-08 [Member]

- Definition

Indicates amendment to accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 55: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 56: http://www.xbrl.org/2003/role/disclosureRef
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Reference 57: http://www.xbrl.org/2003/role/disclosureRef
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Reference 58: http://www.xbrl.org/2003/role/disclosureRef
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Reference 59: http://www.xbrl.org/2003/role/disclosureRef
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Reference 60: http://www.xbrl.org/2003/role/disclosureRef
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Reference 61: http://www.xbrl.org/2003/role/disclosureRef
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Reference 62: http://www.xbrl.org/2003/role/disclosureRef
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Reference 63: http://www.xbrl.org/2003/role/disclosureRef
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Reference 64: http://www.xbrl.org/2003/role/disclosureRef
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Reference 68: http://www.xbrl.org/2003/role/disclosureRef
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Reference 69: http://www.xbrl.org/2003/role/disclosureRef
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Reference 70: http://www.xbrl.org/2003/role/disclosureRef
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Reference 72: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

+ Details

Fair Value Measurements - Narrative (Details) - Private warrants	Dec. 31, 2023 $ / 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

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company’s financial instruments consist of cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrant liabilities, and contingent consideration 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, 2023 and 2022 (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,431	$	—	$	—	$	10,431
Total cash equivalents at fair value	$	10,431	$	—	$	—	$	10,431

Liabilities
Warrant liabilities	$	403	$	—	$	—	$	403
Contingent consideration - other liabilities	—		—		395		395
Total liabilities at fair value	$	403	$	—	$	395	$	798


	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

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 the 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, 2021	$	13,897
Settlement of contingent consideration for HDS retained shares	(1,905)
Re-measurement of contingent consideration (other (income) expense)	(10,113)
December 31, 2022	1,879
Re-measurement of contingent consideration (other (income) expense)	(1,484)
December 31, 2023	$	395

- 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

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 were as follows (in thousands):


	December 31, 2023
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life (in years)
Definite-lived, intangible assets
Technology – features/content	$	65,905	$	(31,117)	$	34,788	8.8
Trade name	3,549		(1,979)		1,570		3.6
Customer relationships	77,849		(39,633)		38,216		8.8
Internal use software	186,620		(131,199)		55,421		1.9
Total definite-lived, intangible assets	$	333,923	$	(203,928)	$	129,995

Intangible assets not subject to amortization
Internal use software projects in process	$	1,527	$	—	$	1,527
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	6,557	$	—	$	6,557
Total intangible assets	$	340,480	$	(203,928)	$	136,552


	December 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life (in years)
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

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, 2023 and 2022 were as follows (in thousands):


	December 31, 2023
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life (in years)
Definite-lived, intangible assets
Technology – features/content	$	65,905	$	(31,117)	$	34,788	8.8
Trade name	3,549		(1,979)		1,570		3.6
Customer relationships	77,849		(39,633)		38,216		8.8
Internal use software	186,620		(131,199)		55,421		1.9
Total definite-lived, intangible assets	$	333,923	$	(203,928)	$	129,995

Intangible assets not subject to amortization
Internal use software projects in process	$	1,527	$	—	$	1,527
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	6,557	$	—	$	6,557
Total intangible assets	$	340,480	$	(203,928)	$	136,552


	December 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life (in years)
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

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, 2023 and 2022 (in thousands):


December 31, 2021	$	192,442
Purchase accounting opening balance sheet adjustment	(161)
Foreign currency translation adjustment	(464)
December 31, 2022	191,817
Foreign currency translation adjustment	220
December 31, 2023	$	192,037

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, 2023 (in thousands):


Year ending December 31:
2024	$	45,340
2025	30,227
2026	16,569
2027	10,004
2028	6,922
Thereafter	20,933
Total	$	129,995

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of property and equipment

As of December 31, 2023 and 2022, property and equipment, net consisted of the following (in thousands):


	Estimated Useful Lives (Years)	2023		2022
Computer hardware	3	$	9,408	$	10,171
Furniture/fixtures	5–7	1,666		1,345
Leasehold improvements	1–5	2,771		2,204
Property and equipment, gross		13,845		13,720
Less: accumulated depreciation		(10,470)		(8,638)
Property and equipment, net		$	3,375	$	5,082

Schedule of long term assets

As of December 31, 2023 and 2022, long-term assets consisted of the following (in thousands):


	2023		2022
Security deposits	$	541	$	572
Foreign tax credits	2,139		1,811
Acquisition related assets	1,400		1,770
Operating lease right-of-use assets	6,844		7,755
Related party contract asset	—		5,802
Other	2,939		2,652
Total long-term assets	$	13,863	$	20,362

Schedule of accrued expense and other current liabilities

As of December 31, 2023 and 2022, accrued expenses and other current liabilities consisted of the following (in thousands):


	2023		2022
Accrued expenses	$	15,546	$	18,526
Accrued compensation	16,235		23,762
Accrued media costs	5,168		4,515
Accrued taxes	1,837		1,602
Operating lease liabilities, current	1,826		2,941
Contract liabilities due to a related party, current	17,496		10,000
Accrued expenses due to a related party	6,084		18,011
Accrued other	1,514		2,270
Total accrued expenses and other current liabilities	$	65,706	$	81,627

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Remaining performance obligations	$ 70,100
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue	$ 445,251	$ 442,415	$ 412,815
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	90.00%
Unsatisfied performance obligations expected recognition period	24 months

- Definition

+ References

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of operating lease costs, lease term and discount rate

Other information related to operating leases for the year ended December 31, 2023 is as follows (in thousands):


Supplemental Cash Flows Information	Year Ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	3,231
Assets obtained in exchange for lease obligations:
Operating leases	$	2,084

Weighted-average remaining lease term (years):
Operating leases	4.8

Weighted-average discount rate:
Operating leases	5.5		%

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, 2023 (in thousands):


Leases:	Operating Leases
2024	$	2,129
2025	1,794
2026	1,805
2027	1,716
2028	889
Thereafter	634
Total undiscounted future cash flows	8,967
Less: Imputed interest	(1,113)
Present value of lease liabilities	$	7,854

Lease liabilities, current	1,826
Lease liabilities, noncurrent	6,028
Present value of lease liabilities	$	7,854

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Components of the income tax expense (benefit) during the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	2023		2022		2021
Current expense (benefit):
Foreign	$	(31)	$	(47)	$	133

Federal	—		56		—
State	9		12		42
	(22)		21		175
Deferred expense (benefit):
Foreign	11		764		(84)
Federal	(213)		(308)		(1,469)
State	15		(683)		(643)
	(187)		(227)		(2,196)
Total income tax expense (benefit)	$	(209)	$	(206)	$	(2,021)

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:


	2023		2022		2021
Income tax benefit at the federal statutory rate	21.00	%	21.00	%	21.00	%
Change in valuation allowance	(22.74)	%	(30.29)	%	(22.43)	%

State income tax	5.80	%	8.50	%	10.43	%
Permanent: fair market value adjustments	0.57	%	3.25	%	6.29	%
Permanent: compensation	0.02	%	1.07	%	(0.83)	%
Deferred: stock compensation	(3.68)	%	(2.19)	%	(12.65)	%
Transaction costs	—	%	—	%	1.80	%
Research and development credits	—	%	(0.12)	%	1.20	%
Legal settlement	—	%	—	%	(1.20)	%
Other	(0.81)	%	(1.05)	%	(1.29)	%
Effective income tax rate	0.16	%	0.17	%	2.32	%

The components of the deferred tax assets and liabilities recognized in the Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows (in thousands):


	2023		2022
Deferred tax assets:
Net operating losses	$	119,160	$	99,551
Share-based compensation expense	32,049		26,542
Accrued expenses	1,570		3,385
Property and equipment and internal use software	713		527
Contract liabilities	—		476
Interest expense	13,840		15,199
Tax credits	4,368		4,472
Deferred revenue	638		706
Intangible assets	20,298		10,117
Intangible assets (indefinite life)	816		816
Other	2,561		1,974
Valuation allowance	(178,038)		(148,366)
Total deferred tax assets	17,975		15,399

Deferred tax liabilities:
Intangible assets	(13,791)		(11,471)
Intangible assets (indefinite life)	(2,377)		(2,194)
Prepaid assets	(1,992)		(2,223)
Other	(633)		(514)
Total deferred tax liabilities	(18,793)		(16,402)
Net deferred tax liability	$	(818)	$	(1,003)

The components of (loss) income before income tax benefit, are as follows (in thousands):


	2023		2022		2021
Domestic	$	(126,556)	$	(120,766)	$	(91,261)
Foreign	(3,665)		1,075		4,111
Loss before income tax benefit	$	(130,221)	$	(119,691)	$	(87,150)

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 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, 2023, 2022 and 2021.

As of December 31, 2023 and 2022, net operating loss carryforwards are as follows (in thousands):


	2023		2022
Net operating losses – Federal	$	438,959	$	371,836
Net operating losses – State	418,199		325,409
Net operating losses – International	2,705		4,284
Total net operating losses	$	859,863	$	701,529

The state and pre-2018 federal net operating loss carryforwards started to expire in 2023 (through 2037), while the foreign and post-2017 federal net operating loss carryforwards are indefinite. Of the estimated $439.0 million in federal net operating losses that existed on December 31, 2023, $229.1 million were generated after 2017 and will not expire. The realization of the Company’s existing federal 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 $439.0 million in net operating losses that existed as of December 31, 2023, $279.6 million were subject to Section 382 limitations at various points in time, some dating back to January 2012. Of the 382 limited federal NOLs, $232.4 million are now available for use, $1.5 million will be limited indefinitely, and the remaining $45.7 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 $29.7 million during the year ended December 31, 2023.

Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023 and 2022 are as follows (in thousands):


	2023		2022
Valuation allowance as of beginning of the year	$	148,366	$	112,146
Increases to valuation allowance during the year	29,672		36,220
Valuation allowance as of end of year	$	178,038	$	148,366

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 and 2023.

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, 2023, 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 2023, 2022 and 2021.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Balance Sheet Components - Long-term Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Security deposits	$ 541	$ 572
Foreign tax credits	2,139	1,811
Acquisition related assets	1,400	1,770
Operating lease right-of-use assets	6,844	7,755
Related party contract asset	0	5,802
Other	2,939	2,652
Total long-term assets	$ 13,863	$ 20,362

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue (inclusive of $55,688, $46,605, and $77,221 of related party revenue for the years ended December 31, 2023, 2022, and 2021, respectively)	$ 445,251	$ 442,415	$ 412,815
Costs and operating expenses:
Costs of revenue (exclusive of depreciation and amortization; inclusive of $28,634, $18,010, and $0 of related party costs of revenue for the years ended December 31, 2023, 2022, and 2021, respectively)	254,545	238,293	203,218
Sales and marketing	57,420	55,870	51,407
Product and technology	70,046	70,527	74,438
General and administrative	138,008	171,811	136,594
Depreciation and amortization	61,207	45,256	32,601
Total costs and operating expenses	581,226	581,757	498,258
Loss from operations	(135,975)	(139,342)	(85,443)
Other income (expense):
Interest income	6,296	1,867	96
Interest expense	(1,760)	(2,431)	(27,662)
Loss on extinguishment of debt	0	0	(1,148)
Other income	1,218	20,215	27,007
Total other income (expense)	5,754	19,651	(1,707)
Loss before income tax benefit	(130,221)	(119,691)	(87,150)
Income tax benefit	209	206	2,021
Net loss	(130,012)	(119,485)	(85,129)
Net loss attributable to non-controlling interest in subsidiaries	(1,514)	(778)	(129)
Net loss attributable to Sharecare, Inc.	$ (128,498)	$ (118,707)	$ (85,000)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.36)	$ (0.34)	$ (0.30)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.36)	$ (0.34)	$ (0.30)
Weighted-average common shares outstanding, basic (in shares)	352,076,785	348,103,491	281,026,365
Weighted-average common shares outstanding, diluted (in shares)	352,076,785	348,103,491	281,026,365
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (130,012)	$ (119,485)	$ (85,129)
Foreign currency translation	618	(611)	(1,486)
Comprehensive loss	(129,394)	(120,096)	(86,615)
Comprehensive loss attributable to non-controlling interest in subsidiaries	(1,427)	(656)	(256)
Comprehensive loss attributable to Sharecare, Inc.	$ (127,967)	$ (119,440)	$ (86,359)

Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 2.9	$ 3.2	$ 2.7

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Capitalized implementation costs	$ 1.9	$ 2.0
Outstanding letters of credit	$ 5.2

Nature of Business and Significant Accounting Policies - Accounts Receivable and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Allowance for Doubtful Accounts
Allowance for doubtful accounts – beginning balance	$ 7,197	$ 6,212
Provision for doubtful accounts	3,023	3,210
Amounts written off and other adjustments	(1,676)	(2,225)
Allowance for doubtful accounts – ending balance	$ 8,544	$ 7,197

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,431	$	—	$	—	$	10,431
Total cash equivalents at fair value	$	10,431	$	—	$	—	$	10,431

Liabilities
Warrant liabilities	$	403	$	—	$	—	$	403
Contingent consideration - other liabilities	—		—		395		395
Total liabilities at fair value	$	403	$	—	$	395	$	798


	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

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, 2021	$	13,897
Settlement of contingent consideration for HDS retained shares	(1,905)
Re-measurement of contingent consideration (other (income) expense)	(10,113)
December 31, 2022	1,879
Re-measurement of contingent consideration (other (income) expense)	(1,484)
December 31, 2023	$	395

Nature of Business and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023		2022
Allowance for doubtful accounts – beginning balance	$	7,197	$	6,212
Provision for doubtful accounts	3,023		3,210
Amounts written off and other adjustments	(1,676)		(2,225)
Allowance for doubtful accounts – ending balance	$	8,544	$	7,197

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			5–15 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,
	2023		2022		2021
Enterprise	$	243,942	$	258,642	$	243,404
Provider	119,343		104,170		90,921
Life Sciences	81,966		79,603		78,490
Total Revenue	$	445,251	$	442,415	$	412,815

Schedule of other income (expense)

For the years ended December 31, 2023, 2022, and 2021, other income (expense) consisted of the following (in thousands):


	Year Ended December 31,
	2023		2022		2021
Re-measurement of contingent consideration	$	1,484	$	10,113	$	13,447
Re-measurement of warrant liabilities	2,037		8,379		12,676
Other	(2,303)		1,723		884
Total other income (expense)	$	1,218	$	20,215	$	27,007

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (130,012)	$ (119,485)	$ (85,129)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization expense	61,207	45,256	32,601
Non-cash interest expense	549	967	4,680
Write-off of deferred financing fees and debt discount	0	0	12,063
Loss on extinguishment of debt	0	0	1,148
Amortization of contract liabilities	(1,804)	(4,380)	(5,616)
Accretion of contract liabilities	272	880	1,561
Lease right-of-use asset expense	3,163	5,911	0
Amortization of non-cash payment for research and development	4,760	2,459	1,236
Change in fair value of warrant liability and contingent consideration	(3,521)	(18,492)	(26,123)
Share-based compensation	46,945	69,628	46,780
Deferred income taxes	(187)	(227)	(2,196)
Payment of PIK interest	0	(1,106)	(8,717)
Other	3,623	2,324	1,034
Changes in operating assets and liabilities:
Accounts receivable, net and other receivables	(15,186)	(16,188)	(31,469)
Prepaid expenses and other assets	7,319	(3,926)	(4,810)
Accounts payable and accrued expense	13,238	(8,904)	9,381
Operating lease liabilities	(825)	(1,751)	0
Deferred revenue	(3,515)	(2,623)	(527)
Net cash used in operating activities	(13,974)	(49,657)	(54,103)
Cash flows from investing activities:
Acquisition of CareLinx	0	0	(54,774)
Acquisition of doc.ai	0	0	(16,784)
Purchases of property and equipment	(1,627)	(3,687)	(2,423)
Capitalized internal-use software costs	(27,148)	(40,667)	(38,406)
Net cash used in investing activities	(28,775)	(44,354)	(112,387)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock and warrants, net of issuance costs	0	0	50,000
Proceeds from issuance of debt	0	0	20,000
Repayment of debt	0	0	(66,350)
Net proceeds from Reverse Recapitalization with Falcon Capital Acquisition Corp.	0	0	426,240
Proceeds from exercise of common stock options	518	6,692	5,964
Repurchased shares of common stock related to exercise of employee stock options	0	0	(19,581)
Payments for shares repurchased	(10,975)	(250)	0
Payments on financing lease obligations	(1,270)	(931)	(1,053)
Net cash (used in) provided by financing activities	(11,727)	5,511	415,220
Effect of exchange rates on cash and cash equivalents	155	(97)	(228)
Net (decrease) increase in cash and cash equivalents	(54,321)	(88,597)	248,502
Cash and cash equivalents at beginning of period	182,508	271,105	22,603
Cash and cash equivalents at end of period	128,187	182,508	271,105
Supplemental disclosure of cash flow information:
Cash paid for interest	674	1,112	19,946
Cash paid for income taxes	34	24	52
Noncash financing activities:
CareLinx working capital adjustment	$ 0	$ 659	$ 0

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 15,546	$ 18,526
Accrued compensation	16,235	23,762
Accrued media costs	5,168	4,515
Accrued taxes	1,837	1,602
Operating lease liabilities, current	1,826	2,941
Contract liabilities due to a related party, current	17,496	10,000
Accrued expenses due to a related party	6,084	18,011
Accrued other	1,514	2,270
Total accrued expenses and other current liabilities	$ 65,706	$ 81,627

Business Combination (Tables)

12 Months Ended

Dec. 31, 2023

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

Commitments and Contingencies - Future Non-cancellable Purchase Obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Future Non-cancellable Purchase Obligations
2024	$ 6,840
2025	5,821
2026	4,876
2027	3,139
2028	2,688
Thereafter	4,000
Future non-cancellable purchase obligations	$ 27,364

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

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 (in thousands):


Year ending December 31:
2024	$	6,840
2025	5,821
2026	4,876
2027	3,139
2028	2,688
Thereafter	4,000
	$	27,364

Cloud Computing Service Arrangements

As of December 31, 2023 and 2022, the Company capitalized $1.9 million and $2.0 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 arrangements are amortized on a straight-line basis to operating expense in the Consolidated Statements of Operations and Comprehensive Loss over the term of the associated hosting arrangements.

Letters of Credit

As of December 31, 2023, the Company had outstanding letters of credit totaling $5.2 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, for which adverse outcomes are reasonably possible, but at this time, we cannot estimate a loss or range of losses.

Noncontrolling Interests	12 Months Ended
Noncontrolling Interests	Dec. 31, 2023
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. As of the year ended December 31, 2023, the Company has ceased operations of Sharecare Brasil Servicios de Consultoria, Ltda.

Related-Party Transactions (Details) - USD ($)	3 Months Ended	12 Months Ended
Related-Party Transactions (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2021
Related Party Transaction [Line Items]
Revenue		$ 445,251,000	$ 442,415,000	$ 412,815,000
Other receivables	$ 2,262,000	2,262,000	4,114,000
Current assets	267,807,000	267,807,000	320,626,000
Cost of sales		254,545,000	238,293,000	203,218,000
Accrued expenses	65,706,000	65,706,000	81,627,000
Other long-term liabilities	$ 8,032,000	8,032,000	16,723,000
Sales and sales support services
Related Party Transaction [Line Items]
Related party transaction payments				100,000
Administration fee and stop loss coverage
Related Party Transaction [Line Items]
Related party transaction payments		$ 0	2,000,000	1,800,000
Sharecare Brasil Servicios de Consultoria, Ltda \| Sul América Serviços de Saúde S.A. (Sul América)
Related Party Transaction [Line Items]
Noncontrolling interest	49.00%	49.00%
Largest customer and investor in convertible notes
Related Party Transaction [Line Items]
Related party investment in convertible notes					$ 20,000,000
Revenue				48,000,000
Customer \| Sul América Serviços de Saúde S.A. (Sul América)
Related Party Transaction [Line Items]
Revenue		$ 5,000,000	8,900,000	11,600,000
Other receivables	$ 0	0	1,400,000
Related Party
Related Party Transaction [Line Items]
Revenue		55,688,000	46,605,000	77,221,000
Cost of sales		28,634,000	18,010,000	0
Accrued expenses	17,500,000	17,500,000
Related Party \| Sales and sales support services
Related Party Transaction [Line Items]
Revenue		0	0	300,000
Board of Directors related customer
Related Party Transaction [Line Items]
Revenue		18,900,000	20,300,000	$ 17,300,000
Other receivables	13,000,000	13,000,000	3,100,000
Current assets	0	0	4,800,000
Series A Preferred Stock Holder
Related Party Transaction [Line Items]
Revenue		27,900,000	17,400,000
Other receivables	34,300,000	34,300,000	18,100,000
Long-term contract asset, impairment		6,200,000
Cost of sales		28,600,000	18,000,000
Current contract assets	0	0	1,700,000
Long-term asset related to non-cash payment for upfront research and development costs			5,800,000
Accrued expenses	51,100,000	51,100,000	28,000,000
Other long-term liabilities	0	0	6,900,000
Amortization of contract assets		7,500,000	600,000
Intangible asset recognized	3,100,000	3,100,000	$ 7,900,000
Series A Preferred Stock Holder \| Intellectual Property
Related Party Transaction [Line Items]
Impairment of intangible assets	2,900,000
Director affiliated customer
Related Party Transaction [Line Items]
Revenue		3,900,000
Other receivables	$ 1,000,000	$ 1,000,000

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current expense (benefit):
Foreign	$ (31)	$ (47)	$ 133
Federal	0	56	0
State	9	12	42
Current income tax expense (benefit)	(22)	21	175
Deferred expense (benefit):
Foreign	11	764	(84)
Federal	(213)	(308)	(1,469)
State	15	(683)	(643)
Deferred income tax expense (benefit)	(187)	(227)	(2,196)
Total income tax expense (benefit)	$ (209)	$ (206)	$ (2,021)

Goodwill and Other Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Estimated future amortization expense:
2024	$ 45,340
2025	30,227
2026	16,569
2027	10,004
2028	6,922
Thereafter	20,933
Net	$ 129,995	$ 155,550

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 859,863,000	$ 701,529,000
Valuation allowance increase	29,700,000
GILTI tax	0	0
Income taxes paid	34,000	24,000	$ 52,000
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	438,959,000	371,836,000
Net operating losses not subject to expiration	229,100,000
Net operating losses, Section 382 limited	279,600,000
Net operating losses, available for use	232,400,000
Net operating losses limited indefinitely	1,500,000
Net operating loss, 382 limited and will become available	45,700,000
Income taxes paid	$ 0	$ 0	$ 0

Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill
Beginning balance	$ 191,817	$ 192,442
Purchase accounting opening balance sheet adjustment		(161)
Foreign currency translation adjustment	220	(464)
Ending balance	$ 192,037	$ 191,817

- 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

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 22, 2024	Jun. 30, 2023
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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,
Entity Address, Address Line Two	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	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 624,039,437
Entity Common Stock, Shares Outstanding		358,572,273
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Entity Central Index Key	0001816233
Document Fiscal Year Focus	2023
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

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

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,
	2023		2022		2021
Numerator
Net loss	$	(130,012)	$	(119,485)	$	(85,129)
Less: Net loss attributable to noncontrolling interests in subsidiaries	1,514		778		129
Net loss available to common stockholders	$	(128,498)	$	(118,707)	$	(85,000)

Denominator
Weighted-average common shares outstanding, basic and diluted	352,076,785		348,103,491		281,026,365
Net loss per share attributable to common stockholders, basic and diluted	$	(0.36)	$	(0.34)	$	(0.30)

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,
	2023	2022	2021
Convertible debt	—	—	18,796,999
Stock options and restricted stock units	12,332,875	30,145,693	61,896,591
Warrants to purchase common stock	—	—	5,665,985
Redeemable convertible preferred stock	5,000,000	5,000,000	3,544,003
Contingently issuable shares	—	111,357	1,537,463
Total	17,332,875	35,257,050	91,441,041

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 128,187	$ 182,508
Accounts receivable, net (net of allowance for doubtful accounts of $8,544 and $7,197, respectively)	128,173	116,877
Other receivables	2,262	4,114
Prepaid expenses	6,007	12,612
Other current assets	3,178	4,515
Total current assets	267,807	320,626
Property and equipment, net	3,375	5,082
Other long-term assets (Note 4)	13,863	20,362
Intangible assets, net	136,552	163,114
Goodwill	192,037	191,817
Total assets	613,634	701,001
Current liabilities:
Accounts payable	45,388	8,838
Accrued expenses and other current liabilities (Note 4)	65,706	81,627
Deferred revenue	5,517	9,032
Contract liabilities, current	0	1,535
Total current liabilities	116,611	101,032
Warrant liabilities	403	2,441
Long-term debt (Note 8)	519	0
Other long-term liabilities	8,032	16,723
Total liabilities	125,565	120,196
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, 2023 and 2022	58,205	58,205
Stockholders’ equity:
Common stock, $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 353,430,357 and 354,463,620 shares issued and outstanding as of December 31, 2023 and 2022, respectively	35	35
Additional paid-in capital	1,157,737	1,120,024
Accumulated other comprehensive loss	(2,263)	(2,794)
Accumulated deficit	(725,373)	(595,820)
Total Sharecare, Inc. stockholders’ equity	430,136	521,445
Noncontrolling interest in subsidiaries	(272)	1,155
Total stockholders’ equity	429,864	522,600
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 613,634	$ 701,001

Nature of Business and Significant Accounting Policies - Intangible Assets (Details)	Dec. 31, 2023
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)	5 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

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 8,544	$ 7,197
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	353,430,357	354,463,620
Common stock, shares outstanding	353,430,357	354,463,620
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

Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Effective Income Tax Rate
Income tax benefit at the federal statutory rate	21.00%	21.00%	21.00%
Change in valuation allowance	(22.74%)	(30.29%)	(22.43%)
State income tax	5.80%	8.50%	10.43%
Permanent: fair market value adjustments	0.57%	3.25%	6.29%
Permanent: compensation	0.02%	1.07%	(0.83%)
Deferred: stock compensation	(3.68%)	(2.19%)	(12.65%)
Transaction costs	0.00%	0.00%	1.80%
Research and development credits	0.00%	(0.12%)	1.20%
Legal settlement	0.00%	0.00%	(1.20%)
Other	(0.81%)	(1.05%)	(1.29%)
Effective income tax rate	0.16%	0.17%	2.32%

Common Stock and Stockholders’ Deficit - Restricted Stock Units (Details) - Restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	16,050,794	2,179,941
Granted (in shares)	46,634,902	17,206,322
Exercised/Released (in shares)	(7,033,508)	(857,423)
Cancelled/Forfeited (in shares)	(6,644,422)	(2,478,046)
Outstanding, ending (in shares)	49,007,766	16,050,794
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Outstanding, beginning (in USD per share)	$ 3.21	$ 7.39
Granted (in USD per share)	1.70	2.88
Exercised/Released (in USD per share)	2.46	5.82
Cancelled/Forfeited (in USD per share)	2.66	4.25
Outstanding, ending (in USD per share)	$ 1.93	$ 3.21

Nature of Business and Significant Accounting Policies - Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Defined contribution plan tax status	Qualified Plan [Member]
Contributions	$ 1.6	$ 2.0	$ 1.5

Debt - Narrative (Details) - Secured debt - USD ($)	Feb. 10, 2023	Dec. 31, 2023	Feb. 09, 2023	Dec. 31, 2022
Second Lien Credit Agreement, due May 2023
Debt Instrument [Line Items]
Outstanding borrowings		$ 500,000		$ 0
Senior Secured Credit Agreement, due February 2023
Debt Instrument [Line Items]
Borrowing capacity	$ 60,000,000
Available for borrowing		$ 54,300,000
Senior Secured Credit Agreement, due February 2023 \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable interest rate	0.75%
Senior Secured Credit Agreement, due February 2023 \| SOFR
Debt Instrument [Line Items]
Basis spread on variable interest rate	1.75%
Senior Secured Credit Agreement, due February 2023 \| Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity	$ 15,000,000		$ 10,000,000

Balance Sheet Components

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Property and Equipment

As of December 31, 2023 and 2022, property and equipment, net consisted of the following (in thousands):


	Estimated Useful Lives (Years)	2023		2022
Computer hardware	3	$	9,408	$	10,171
Furniture/fixtures	5–7	1,666		1,345
Leasehold improvements	1–5	2,771		2,204
Property and equipment, gross		13,845		13,720
Less: accumulated depreciation		(10,470)		(8,638)
Property and equipment, net		$	3,375	$	5,082

Depreciation expense during the years ended December 31, 2023, 2022, and 2021 totaled $2.9 million, $3.2 million, and $2.7 million, respectively.

Long-term Assets

As of December 31, 2023 and 2022, long-term assets consisted of the following (in thousands):


	2023		2022
Security deposits	$	541	$	572
Foreign tax credits	2,139		1,811
Acquisition related assets	1,400		1,770
Operating lease right-of-use assets	6,844		7,755
Related party contract asset	—		5,802
Other	2,939		2,652
Total long-term assets	$	13,863	$	20,362

Accrued Expenses and Other Current Liabilities

As of December 31, 2023 and 2022, accrued expenses and other current liabilities consisted of the following (in thousands):


	2023		2022
Accrued expenses	$	15,546	$	18,526
Accrued compensation	16,235		23,762
Accrued media costs	5,168		4,515
Accrued taxes	1,837		1,602
Operating lease liabilities, current	1,826		2,941
Contract liabilities due to a related party, current	17,496		10,000
Accrued expenses due to a related party	6,084		18,011
Accrued other	1,514		2,270
Total accrued expenses and other current liabilities	$	65,706	$	81,627

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands	Jul. 01, 2021 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / 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

Leases - Estimated Future Minimum Payment Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Estimated Future Minimum Payment Obligations
2024	$ 2,129
2025	1,794
2026	1,805
2027	1,716
2028	889
Thereafter	634
Total undiscounted future cash flows	8,967
Less: Imputed interest	(1,113)
Present value of lease liabilities	7,854
Operating Lease Liabilities
Lease liabilities, current	1,826	$ 2,941
Lease liabilities, noncurrent	6,028
Present value of lease liabilities	$ 7,854

Common Stock and Stockholders’ Deficit - Valuation Assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Value Assumptions
Expected volatility (percent)	88.00%	55.00%	55.00%
Expected term (in years)	5 years 6 months	5 years
Risk-free interest rate	3.94%	1.67%
Risk-free interest rate, minimum (percent)			0.40%
Risk-free interest rate, maximum (percent)			1.54%
Expected dividend yield (percent)	0.00%	0.00%	0.00%
Minimum
Value Assumptions
Expected term (in years)			5 years
Maximum
Value Assumptions
Expected term (in years)			10 years

Debt	12 Months Ended
Debt	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt	Debt As of December 31, 2023 and 2022, debt was comprised of outstanding borrowings of $0.5 million and $0, respectively, under the Company’s senior secured revolving credit facility (the “Revolving Facility”). 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. 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 Company entered into Amendment Number Nine to the Senior Secured Credit Agreement (the “Ninth Amendment”) which extended the maturity date of the Senior Secured Credit Agreement to February 10, 2026. The total commitments under the Revolving Facility remained unchanged at $60.0 million as a result of the Ninth Amendment but the sub-limit for letters of credit was 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 amended other terms of the existing Senior Secured Credit Agreement, including eliminating minimum liquidity and minimum EBITDA covenants, increased thresholds for certain permitted transactions, modifications to reporting and other changes. The Senior Secured Credit Agreement contains a number of customary affirmative and negative covenants and the Company is in compliance with those covenants as of December 31, 2023. As of December 31, 2023, $54.3 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
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-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Fair Value Measurements - Changes to Private Warrant Liability and Contingent Consideration (Details) - Contingent consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Changes in liability
Beginning balance	$ 1,879	$ 13,897
Settlement of contingent consideration for HDS retained shares		(1,905)
Re-measurement of contingent consideration (other (income) expense)	(1,484)	(10,113)
Ending balance	$ 395	$ 1,879

Acquisitions - Narrative (Details) - USD ($) $ in Thousands			12 Months Ended
Acquisitions - Narrative (Details) - USD ($) $ in Thousands	Aug. 11, 2021	Feb. 22, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Compensation expense			$ 48,566	$ 69,628	$ 46,780
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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Common Stock and Stockholders’ Deficit - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	May 31, 2023 installment	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Jul. 01, 2021 shares
Class of Stock [Line Items]
Common stock, shares authorized		600,000,000	600,000,000		600,000,000
Number of shares authorized for awards		165,024,197
Common stock issuable upon the exercise of outstanding options or settlement of restricted stock units (in shares)		144,295,240
Awards maximum life (in years)		10 years
Number of shares available for stock option grants		20,728,957
Stock options granted (in shares)		0	416,665
Weighted-average grant date fair value of options granted (in USD per share) \| $ / shares			$ 2.50	$ 3.15
Exercised, aggregate intrinsic value \| $		$ 88	$ 4,258	$ 54,400
Fair value of shares vested \| $		9,700	$ 2,000	$ 100
Compensation costs related to share-based payment awards reflected within additional paid-in capital related to capitalizable internally developed software activities \| $		1,600
Unrecognized compensation cost \| $		$ 11,000
Non-employees
Class of Stock [Line Items]
Stock options granted (in shares)		0	0
Stock options
Class of Stock [Line Items]
Service-based awards vesting period (in years)		4 years
Expected term (in years)		5 years 6 months	5 years
Expected dividend yield (percent)		0.00%	0.00%	0.00%
Recognition period for unrecognized compensation cost (in years)		1 year
Stock options \| Non-employees
Class of Stock [Line Items]
Expected term (in years)		10 years	10 years	10 years
Restricted stock units
Class of Stock [Line Items]
Granted (in shares)		46,634,902	17,206,322
Unrecognized compensation cost \| $		$ 69,200
Recognition period for unrecognized compensation cost (in years)		2 years 4 months 6 days
Share-based compensation arrangement by share-based payment award, voluntarily elected to forgo, cash base salary, percentage	0.25
Share-based compensation arrangement by share-based payment award, voluntarily elected to forgo, cash base salary	12 months
Number of quarterly installments \| installment	4
Unvested liability \| $		$ 400
Restricted stock units \| Non-employees
Class of Stock [Line Items]
Granted (in shares)		70,950	25,873
Contractual and earnout arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)		3,238,675
Warrants reserved for future issuance (in shares)		6,353,577
Warrants earned but not issued (in shares)		107,085
Liability
Class of Stock [Line Items]
Warrants expiration period (in years)		7 years
Equity
Class of Stock [Line Items]
Warrants expiration period (in years)		7 years
Warrants vesting period (in years)		3 years

Common Stock and Stockholders’ Deficit (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of warrants issued and outstanding

As of December 31, 2023, the following warrants were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,171,661	$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, 2023 and 2022 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, 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	103,557,246	$	2.88	6.88	$	25,753	16,050,794	$	3.21
Granted	—	$	—				46,634,902	$	1.70
Exercised / Released	(527,883)	$	0.99		$	88	(7,033,508)	$	2.46
Cancelled / Forfeited	(10,811,024)	$	2.31				(6,644,422)	$	2.66
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256
Vested and/or exercisable as of December 31, 2022	75,439,358	$	1.96	6.50	$	22,030

Schedule of restricted stock unit activity

Stock option and restricted stock unit activity, prices, and values during the years ended December 31, 2023 and 2022 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, 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	103,557,246	$	2.88	6.88	$	25,753	16,050,794	$	3.21
Granted	—	$	—				46,634,902	$	1.70
Exercised / Released	(527,883)	$	0.99		$	88	(7,033,508)	$	2.46
Cancelled / Forfeited	(10,811,024)	$	2.31				(6,644,422)	$	2.66
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256
Vested and/or exercisable as of December 31, 2022	75,439,358	$	1.96	6.50	$	22,030

Schedule of assumptions used to calculate fair value of share-based compensation awards

The following assumptions were used to calculate the fair value of share-based compensation awards for the following periods:


	Years Ended December 31,
	2023	2022	2021
Expected volatility	88%	55%	55%
Expected term (in years)	5.5	5.0	5.0 - 10.0
Risk-free interest rate	3.94%	1.67%	0.40% – 1.54%
Expected dividend yield	—%	—%	—%

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


	Years Ended December 31,
	2023		2022		2021
Cost of revenues	$	723	$	410	$	44
Sales and marketing	5,851		3,755		1,835
Product and technology	6,220		3,687		12,502
General and administrative	35,772		61,776		32,399
Total share-based compensation	$	48,566	$	69,628	$	46,780

Redeemable Convertible Preferred Stock - Authorized, Issued and Outstanding Shares and Amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Net carrying value	$ 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 value	$ 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2023

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 Statements 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, 2023

Leases [Abstract]

Leases

Under Topic 842, the Company determines if an arrangement is a lease at contract inception. Operating lease right-of-use (ROU) assets and liabilities are included in other long-term assets, accounts payable and accrued expenses, 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 accrued expenses, and other long-term liabilities in the Consolidated Balance Sheets.

Operating lease 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 generally uses 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. 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 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.

Operating lease expense was $2.6 million, $6.2 million, $6.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company is the lessor in one non-cancelable sub-lease agreement for the CareLinx office space in California. Sublease income for year ended December 31, 2023 was $0.5 million.

Other information related to operating leases for the year ended December 31, 2023 is as follows (in thousands):


Supplemental Cash Flows Information	Year Ended December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$	3,231
Assets obtained in exchange for lease obligations:
Operating leases	$	2,084

Weighted-average remaining lease term (years):
Operating leases	4.8

Weighted-average discount rate:
Operating leases	5.5		%

Estimated future minimum payment obligations for non-cancelable operating leases are as follows as of December 31, 2023 (in thousands):


Leases:	Operating Leases
2024	$	2,129
2025	1,794
2026	1,805
2027	1,716
2028	889
Thereafter	634
Total undiscounted future cash flows	8,967
Less: Imputed interest	(1,113)
Present value of lease liabilities	$	7,854

Lease liabilities, current	1,826
Lease liabilities, noncurrent	6,028
Present value of lease liabilities	$	7,854

Related-Party Transactions	12 Months Ended
Related-Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions 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 during the year ended December 31, 2021. 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 the year ended December 31, 2023, the Company ended the contract with this related party and ceased operations of Sharecare Brasil Servicios de Consultoria, Ltda. As of December 31, 2023 and 2022, $0 and $1.4 million, respectively, in notes receivable were outstanding with Sul América. Revenues recognized from Sul América during the years ended December 31, 2023, 2022 and 2021 totaled $5.0 million, $8.9 million and $11.6 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. No revenue was recognized for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, $0.3 million revenue was recognized. The Company paid less than $0.1 million in 2021 in connection with these services. The Series A Preferred Stock is held by a customer that also had an employee serving on the Sharecare Board. During the three month period ended June 30, 2023, the board member ceased employment with the customer. Subsequent to the board member’s termination of employment with the customer, this customer was no longer considered a related party. Revenues recognized from the customer during the years ended December 31, 2023, 2022, and 2021 totaled, $18.9 million, $20.3 million, and $17.3 million, respectively. As of December 31, 2023 and 2022, $13.0 million and $3.1 million, respectively, in receivables were outstanding from this former related party. Additionally, as of December 31, 2023 and 2022, current assets included $0 and $4.8 million, respectively, associated with this related party. 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, 2023, 2022, and 2021, the Company paid $0, $2.0 million, and $1.8 million related to administration fees and stop-loss coverage for employee health insurance to this former related party. During the third quarter of 2022, we entered into a revenue contract with the Series A Preferred Stockholder to provide patient advocacy services. We also entered into separate agreements to purchase distinct goods and services. These agreements are now subject to a dispute. Separate from the above disclosed amounts, revenues recognized related to these distinct services for the year ended December 31, 2023 and 2022 totaled $27.9 million and $17.4 million, respectively. For the year ended December 31, 2023, the $27.9 million of revenue recognized includes the effects of the $6.2 million contract asset impairment, which was recorded as a reduction to revenue, as described below. Cost of sales totaled $28.6 million and $18.0 million for the year ended December 31, 2023 and 2022, respectively. Amounts paid under the agreements that were not determined to be distinct were recorded as a reduction of revenues. As of December 31, 2023, there were $34.3 million in receivables, $0 of current and long-term contract assets, $51.1 million in accounts payable and accrued expenses, and $0 of long-term liabilities recorded in connection with these distinct agreements. As of December 31, 2022, there were $18.1 million in receivables, $1.7 million of current contract assets, $5.8 million in long-term contract assets, $28.0 million in accrued expenses, and $6.9 million of long-term liabilities recorded in connection with these distinct agreements. The contract assets are being amortized as a reduction of revenue over the contract term. Revenue for the year ended December 31, 2023 and 2022, included $7.5 million and $0.6 million of amortization of such contract assets, respectively. Additionally, in 2022 the Company acquired certain intellectual property which was determined to be distinct and recorded an intangible asset, which is being amortized over its estimated useful life. The unamortized balance of intangible asset was of $3.1 million and $7.9 million, as of December 31, 2023 and December 31, 2022, respectively. In October 2023, the Company ceased providing patient advocacy services in accordance with the revenue contract with the Series A Preferred Stockholder, pending the resolution of certain contractual matters in dispute. Because the services ceased and it is uncertain as to whether or when the services might resume, the Company assessed the related contract asset, which was recognized at the inception of the contract, for impairment using the relief from royalty method. As a result, the Company recognized an impairment to the contract asset in the amount of $6.2 million, which was recorded as a reduction of revenue in the fourth quarter of 2023. Separately, the Company performed an impairment assessment of certain intellectual property, which was recognized at the inception of the revenue contract, using the relief from royalty method. The acquired intellectual property was determined to be impaired due to a change in the timing and magnitude of the cash flows expected to be generated using the intellectual property. An impairment loss of $2.9 million was recorded to amortization expense in the Consolidated Statements of Operations and Comprehensive Loss. The Company has a customer that was a related party for the year ended December 31, 2023 due to an affiliation with a member of the Sharecare Board. This member was nominated during the first quarter of 2023 and has subsequently ceased employment with the customer. This customer is no longer considered a related party as of December 31, 2023. As of December 31, 2023, $1.0 million in receivables were outstanding from the customer and revenues recognized for the year ended December 31, 2023 totaled $3.9 million.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Nature of Business and Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Advertising costs	$ 10.5	$ 10.3	$ 8.8

Leases - Lease Costs, Lease Term and Discount Rate (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases included in cash from operating activities	$ 3,231
Assets obtained in exchange for lease obligations:
Operating leases	$ 2,084
Weighted-average remaining lease term (years):
Operating leases	4 years 9 months 18 days
Weighted-average discount rate:
Operating leases	5.50%

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net income (loss) attributable to Sharecare, Inc.	$ (128,498)	$ (118,707)	$ (85,000)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Nature of Business and Significant Accounting Policies - Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue \| Geographic concentration risk \| Domestic
Concentration Risk [Line Items]
Concentration risk (percent)	98.00%	97.00%	95.00%
Revenue \| Customer concentration risk \| One customer
Concentration Risk [Line Items]
Concentration risk (percent)			11.00%
Accounts receivable \| Credit concentration risk \| One customer
Concentration Risk [Line Items]
Concentration risk (percent)	37.00%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

Components of the income tax expense (benefit) during the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	2023		2022		2021
Current expense (benefit):
Foreign	$	(31)	$	(47)	$	133

Federal	—		56		—
State	9		12		42
	(22)		21		175
Deferred expense (benefit):
Foreign	11		764		(84)
Federal	(213)		(308)		(1,469)
State	15		(683)		(643)
	(187)		(227)		(2,196)
Total income tax expense (benefit)	$	(209)	$	(206)	$	(2,021)

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:


	2023		2022		2021
Income tax benefit at the federal statutory rate	21.00	%	21.00	%	21.00	%
Change in valuation allowance	(22.74)	%	(30.29)	%	(22.43)	%

State income tax	5.80	%	8.50	%	10.43	%
Permanent: fair market value adjustments	0.57	%	3.25	%	6.29	%
Permanent: compensation	0.02	%	1.07	%	(0.83)	%
Deferred: stock compensation	(3.68)	%	(2.19)	%	(12.65)	%
Transaction costs	—	%	—	%	1.80	%
Research and development credits	—	%	(0.12)	%	1.20	%
Legal settlement	—	%	—	%	(1.20)	%
Other	(0.81)	%	(1.05)	%	(1.29)	%
Effective income tax rate	0.16	%	0.17	%	2.32	%

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, 2023 and 2022 were as follows (in thousands):


	2023		2022
Deferred tax assets:
Net operating losses	$	119,160	$	99,551
Share-based compensation expense	32,049		26,542
Accrued expenses	1,570		3,385
Property and equipment and internal use software	713		527
Contract liabilities	—		476
Interest expense	13,840		15,199
Tax credits	4,368		4,472
Deferred revenue	638		706
Intangible assets	20,298		10,117
Intangible assets (indefinite life)	816		816
Other	2,561		1,974
Valuation allowance	(178,038)		(148,366)
Total deferred tax assets	17,975		15,399

Deferred tax liabilities:
Intangible assets	(13,791)		(11,471)
Intangible assets (indefinite life)	(2,377)		(2,194)
Prepaid assets	(1,992)		(2,223)
Other	(633)		(514)
Total deferred tax liabilities	(18,793)		(16,402)
Net deferred tax liability	$	(818)	$	(1,003)

Schedule of components of (loss) income from operations before income tax benefit

The components of (loss) income before income tax benefit, are as follows (in thousands):


	2023		2022		2021
Domestic	$	(126,556)	$	(120,766)	$	(91,261)
Foreign	(3,665)		1,075		4,111
Loss before income tax benefit	$	(130,221)	$	(119,691)	$	(87,150)

Summary of net operating loss carryforwards

As of December 31, 2023 and 2022, net operating loss carryforwards are as follows (in thousands):


	2023		2022
Net operating losses – Federal	$	438,959	$	371,836
Net operating losses – State	418,199		325,409
Net operating losses – International	2,705		4,284
Total net operating losses	$	859,863	$	701,529

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, 2023 and 2022 are as follows (in thousands):


	2023		2022
Valuation allowance as of beginning of the year	$	148,366	$	112,146
Increases to valuation allowance during the year	29,672		36,220
Valuation allowance as of end of year	$	178,038	$	148,366

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

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 (in thousands):


Year ending December 31:
2024	$	6,840
2025	5,821
2026	4,876
2027	3,139
2028	2,688
Thereafter	4,000
	$	27,364

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 were as follows (in thousands):


	December 31, 2023
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life (in years)
Definite-lived, intangible assets
Technology – features/content	$	65,905	$	(31,117)	$	34,788	8.8
Trade name	3,549		(1,979)		1,570		3.6
Customer relationships	77,849		(39,633)		38,216		8.8
Internal use software	186,620		(131,199)		55,421		1.9
Total definite-lived, intangible assets	$	333,923	$	(203,928)	$	129,995

Intangible assets not subject to amortization
Internal use software projects in process	$	1,527	$	—	$	1,527
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	$	6,557	$	—	$	6,557
Total intangible assets	$	340,480	$	(203,928)	$	136,552


	December 31, 2022
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life (in years)
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

The following tables set forth the changes in the carrying amount of the Company’s goodwill during the years ended December 31, 2023 and 2022 (in thousands):


December 31, 2021	$	192,442
Purchase accounting opening balance sheet adjustment	(161)
Foreign currency translation adjustment	(464)
December 31, 2022	191,817
Foreign currency translation adjustment	220
December 31, 2023	$	192,037

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.

As a result of the sustained decline in the Company’s stock price and associated market capitalization, the Company performed an impairment test during the third quarter of 2023. 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 both the interim and annual tests, the Company determined the fair values of each of our reporting units exceeded their respective book values in excess of approximately 10% and there was no impairment. There were no other impairment indicators during the year ended December 31, 2023.

For the most recent annual impairment test, 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 5% and 7% decline in the fair value, respectively, of our reporting units which would not have resulted in impairment.

During the fourth quarter of 2023, certain intellectual property was determined to be impaired due to a change in the timing and magnitude of cash flows expected to be generated using the intellectual property. The resulting impairment loss of $2.9 million (Note 14) was recorded to amortization expense in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of the intellectual property was determined using the relief from royalty method and the remaining balance as of December 31, 2023 was $3.1 million.

Amortization expense on intangible assets totaled $58.3 million, $42.1 million and $29.9 million for the years ended December 31, 2023, 2022 and 2021, 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, 2023 (in thousands):


Year ending December 31:
2024	$	45,340
2025	30,227
2026	16,569
2027	10,004
2028	6,922
Thereafter	20,933
Total	$	129,995