0001628280-24-036336 | 10-Q | XBRL Viewer

Balance Sheet Components

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accrued Expenses and Other Current Liabilities

As of June 30, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued expenses	$	20,243	$	15,546
Accrued compensation	13,260		16,235
Accrued media costs	2,751		5,168
Accrued taxes	1,311		1,837
Operating lease liabilities, current	1,557		1,826
Contract liability due to the Series A Preferred Stockholder	17,496		17,496
Accrued expenses due to the Series A Preferred Stockholder	3,035		6,084
Accrued other	808		1,514
Total accrued expenses and other current liabilities	$	60,461	$	65,706

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
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

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (less than)	$ (37)	$ (65)	$ (6)	$ (96)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Section 50
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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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 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
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 85,151	$ 128,187
Accounts receivable, net (net of allowance for doubtful accounts of $8,091 and $8,544, respectively)	130,519	128,173
Other receivables	2,773	2,262
Prepaid expenses	8,727	6,007
Other current assets	2,644	3,178
Total current assets	229,814	267,807
Property and equipment, net	2,218	3,375
Other long-term assets	13,043	13,863
Intangible assets, net	123,308	136,552
Goodwill	191,819	192,037
Total assets	560,202	613,634
Current liabilities:
Accounts payable	48,102	45,388
Accrued expenses and other current liabilities (Note 3)	60,461	65,706
Deferred revenue	5,365	5,517
Total current liabilities	113,928	116,611
Warrant liabilities	1,398	403
Long-term debt	0	519
Other long-term liabilities	7,069	8,032
Total liabilities	122,395	125,565
Commitments and contingencies (Note 7)
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 June 30, 2024 and December 31, 2023	58,205	58,205
Stockholders’ equity:
Common stock $0.0001 par value; 600,000,000 and 600,000,000 shares authorized; 367,662,956 and 353,430,357 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	37	35
Additional paid-in capital	1,185,003	1,157,737
Accumulated other comprehensive loss	(2,645)	(2,263)
Accumulated deficit	(802,497)	(725,373)
Total Sharecare, Inc. stockholders’ equity	379,898	430,136
Noncontrolling interest in subsidiaries	(296)	(272)
Total stockholders’ equity	379,602	429,864
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	$ 560,202	$ 613,634

Nature of Business and Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Allowance for Doubtful Accounts

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Allowance for doubtful accounts – beginning balance	$	8,348	$	8,426	$	8,544	$	7,197
Provision for doubtful accounts	188		1,095		597		2,085
Amounts written off and other adjustments	(445)		(1,376)		(1,050)		(1,137)
Allowance for doubtful accounts – ending balance	$	8,091	$	8,145	$	8,091	$	8,145

Schedule of Revenues Disaggregated by Revenue Source

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Enterprise	$	46,176	$	64,052	$	93,135	$	134,244
Provider	30,675		29,191		59,102		58,165
Life Sciences	17,414		17,110		32,889		34,239
Total Revenue	$	94,265	$	110,353	$	185,126	$	226,648

Schedule of Other (Expense) Income

For the three and six months ended June 30, 2024 and 2023, other income consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Re-measurement of contingent consideration	$	(428)	$	770	$	(134)	$	908
Re-measurement of warrant liabilities	(1,080)		(866)		(995)		(866)
Other	(34)		(2,535)		(47)		(2,243)
Total other (expense) income	$	(1,542)	$	(2,631)	$	(1,176)	$	(2,201)

Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of June 30, 2024 were as follows (in thousands):


	June 30, 2024
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	57,315	$	(28,309)	$	29,006	7.4
Trade name	3,549		(2,202)		1,347		3.1
Customer relationships	77,849		(42,543)		35,306		8.0
Internal-use software	185,430		(143,340)		42,090		1.7
Total definite-lived, intangible assets	$	324,143	$	(216,394)	$	107,749

Intangible assets not subject to amortization
Internal-use software projects in process	$	10,529	$	—	$	10,529
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	15,559		—		15,559
Total intangible assets	$	339,702	$	(216,394)	$	123,308

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


December 31, 2023	$	192,037
Foreign currency translation adjustment	(218)
June 30, 2024	$	191,819

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 second quarter of 2024. The fair value of the reporting units for goodwill impairment testing was determined using both an income approach and market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration. For the market approach, we used both the guideline public company and similar transaction methods. The guideline public company method analyzes market multiples of revenue and EBITDA for a group of comparable public companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue and EBITDA data from target companies deemed similar to the reporting unit. As a result of the interim test, the fair values of each of our reporting units exceeded their respective book values in excess of approximately 23%, and the Company determined there was no impairment. An increase of 100 basis points in the weighted average cost of capital or a decrease of 100 basis points in annual

forecasted revenues would have resulted in a 3% and 11% decline in the fair value, respectively of our reporting units which would not have resulted in impairment.

During the second quarter of 2024, certain intellectual property was determined to be fully impaired due to the Company’s determination in early July 2024, that it would cease use of the intellectual property asset. The Company impaired the remaining net book value amount of the asset of $2.8 million, which was recorded to amortization expense in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of this intellectual property as of December 31, 2023 was $3.1 million as determined by using the relief from royalty method.

Amortization expense for intangible assets during the three months ended June 30, 2024 and 2023 totaled $15.7 million and $13.5 million, respectively. Amortization expense for intangible assets during the six months ended June 30, 2024 and 2023 totaled $28.4 million and $27.4 million, respectively. Amortization expense is included in depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss and inclusive of impairment amounts discussed above.

The following is a schedule of estimated future amortization expense for intangible assets as of June 30, 2024 (in thousands):


Year ending December 31:
Remainder of 2024	$	21,080
2025	31,135
2026	17,643
2027	10,015
2028	6,933
Thereafter	20,943
Total	$	107,749

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accrued Expense and Other Current Liabilities

As of June 30, 2024 and December 31, 2023, accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2024		December 31, 2023
Accrued expenses	$	20,243	$	15,546
Accrued compensation	13,260		16,235
Accrued media costs	2,751		5,168
Accrued taxes	1,311		1,837
Operating lease liabilities, current	1,557		1,826
Contract liability due to the Series A Preferred Stockholder	17,496		17,496
Accrued expenses due to the Series A Preferred Stockholder	3,035		6,084
Accrued other	808		1,514
Total accrued expenses and other current liabilities	$	60,461	$	65,706

Nature of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

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.

Proposed Transaction with Altaris

On June 21, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Impact Acquiror Inc., a Delaware corporation (“Parent”), Impact Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Altaris, LLC.

The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”); (ii) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) (other than (a) shares of Company Common Stock that, immediately prior to the Effective Time, are held by the Company and not held on behalf of third parties, immediately prior to the Effective Time, (b) shares of Company Common Stock that are owned by Parent or Merger Sub, in each case immediately prior to the Effective Time, (c) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, and (d) certain shares of Company Common Stock that are owned by Jeff Arnold, the Company’s Executive Chairman, and certain of his affiliates (together, the “Arnold Parties”), which shares are (1) contributed, transferred and assigned by the Arnold Parties to an affiliate of the Surviving Corporation in exchange for certain equity securities in such affiliate of the Surviving Corporation, and (2) contributed to Parent immediately prior to the Closing in each case pursuant to the terms of a certain rollover agreement by and among the Arnold Parties and certain affiliates of Parent entered into concurrently with the execution and delivery of the Merger Agreement) will be automatically converted into the right to receive $1.43 in cash, without interest (the “Merger Consideration”); and (iii) each share of Series A convertible preferred stock, par value $0.0001 per share (“Preferred Shares”), issued and outstanding immediately prior to the Effective Time will not be converted into the right to receive the Merger Consideration and will remain issued and outstanding following the Effective Time.

The completion of the Merger is subject to the fulfillment or waiver of certain customary mutual closing conditions, including, (i) the adoption of the Merger Agreement by holders of a majority of the aggregate voting power of the outstanding shares of Company Common Stock and Preferred Shares entitled to vote thereon, voting together as a single class, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) the absence of any law or order by a governmental authority enjoining or otherwise prohibiting consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned upon certain unilateral closing conditions, including the other party’s representations and warranties being accurate (subject to certain

customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The consummation of the Merger is not subject to any financing condition.

The Merger Agreement contains termination rights for each of Parent and the Company, including, among others, (i) if the consummation of the Merger does not occur on or before December 21, 2024, subject to one three-month extension if on such date all of the closing conditions in the Merger Agreement except for those relating to regulatory approvals have been satisfied or waived, (ii) if the approval of the Company’s stockholders is not obtained following the meeting of the Company’s stockholders for purposes of obtaining such approval and (iii) subject to certain conditions, (a) by Parent, if the Board or the Special Committee makes an adverse recommendation change with respect to the Merger or (b) by the Company, if the Company wishes to terminate the Merger Agreement to enter into a definitive contract with respect to a Superior Proposal (as defined by the Merger Agreement).

The Company would be required to pay a termination fee to Parent equal to approximately $17.7 million if the Merger Agreement is terminated in certain specified circumstances, including the termination by Parent in the event of a change of recommendation by the Board or the termination by the Company to enter into a contract with respect to a Superior Proposal.

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

Segment Information

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

Unaudited Interim Financial Information

The accompanying interim Consolidated Balance Sheet as of June 30, 2024 and the Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for each of the three month periods within the six months ended June 30, 2024 and 2023, and Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 are unaudited. These unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2024, the Company’s consolidated results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2023.

Use of Estimates

The preparation of these unaudited interim consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include goodwill, revenue recognition, 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 in the normal course of business and generally requires no collateral from its customers.

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 an 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 loss in the Consolidated Statements of Operations and Comprehensive Loss.

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):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Allowance for doubtful accounts – beginning balance	$	8,348	$	8,426	$	8,544	$	7,197
Provision for doubtful accounts	188		1,095		597		2,085
Amounts written off and other adjustments	(445)		(1,376)		(1,050)		(1,137)
Allowance for doubtful accounts – ending balance	$	8,091	$	8,145	$	8,091	$	8,145

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 was $0 and $0.5 million for three months ended June 30, 2024 and 2023, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $0 and $0.9 million for the six months ended June 30, 2024 and 2023, all of which was included within cost of revenues 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, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023.

Deferred Revenue

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

Deferred revenues arise from contracts that permit upfront billing and the collection of fees covering the entire contractual service period, which is generally six to twelve months and in advance of the satisfaction of the performance obligations identified within the related contract. As of June 30, 2024 and December 31, 2023, such fees were $5.4 million and $5.5 million, respectively. The Company recognized $0.7 million of revenue during the three months ended June 30, 2024 that was included in deferred revenue at December 31, 2023. The Company recognized $1.8 million of revenue during the six months ended June 30, 2024 that was included in deferred revenue at December 31, 2023.

Revenue Recognition

Performance-Based Revenue

Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some, or all, of a variable consideration amount only to the extent that it is not probable that a significant reversal in the amount of cumulative revenue recognized will 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: (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 June 30, 2024 and December 31, 2023, such fees included within deferred revenue were $4.5 million and $4.9 million, respectively.

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 $1.7 million and $1.0 million of revenues recognized during the three months ended June 30, 2024 and 2023, respectively, were performance-based. During the three months ended June 30, 2024, $0.6 million of revenue was recognized, which related to services provided prior to December 31, 2023.

Approximately $3.2 million and $2.1 million of revenues recognized during the six months ended June 30, 2024 and 2023, respectively, were performance-based. During the six months ended June 30, 2024, $1.3 million was recognized in revenue that related to services provided prior to December 31, 2023. As of June 30, 2024 and 2023, 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 $2.0 million and $4.4 million, respectively.

Remaining Performance Obligations

Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of June 30, 2024, 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 $51.2 million. As of June 30, 2024, the Company expects to recognize revenue on approximately 92% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.

Disaggregated Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Enterprise	$	46,176	$	64,052	$	93,135	$	134,244
Provider	30,675		29,191		59,102		58,165
Life Sciences	17,414		17,110		32,889		34,239
Total Revenue	$	94,265	$	110,353	$	185,126	$	226,648

Other (Expense) Income

For the three and six months ended June 30, 2024 and 2023, other income consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Re-measurement of contingent consideration	$	(428)	$	770	$	(134)	$	908
Re-measurement of warrant liabilities	(1,080)		(866)		(995)		(866)
Other	(34)		(2,535)		(47)		(2,243)
Total other (expense) income	$	(1,542)	$	(2,631)	$	(1,176)	$	(2,201)

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.

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new ASU requires public business entities, on an annual basis, to provide a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing

the reconciling items. For each annual period presented, the ASU requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The ASU requires that all reporting entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public entities for annual periods beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures.

Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update address the requirement for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the chief operating decision maker and is included in the measure of segment profit or loss. The disclosure of significant segment expenses is in addition to the current specifically-enumerated segment expenses required to be disclosed, such as depreciation and interest expense. If a public entity does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the chief operating decision maker to manage the segment's operations. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures as it pertains to the Company’s single reportable segment.

Common Stock and Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Common Stock and Stockholders' Equity

Common Stock and Stockholders’ Equity

Warrants

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

As of June 30, 2024, the following warrants to purchase common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,278,746	$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 the achievement of specified milestones. As of June 30, 2024, these agreements provide for the issuance of up to 3,238,675 shares of common stock and 7,025,257 warrants to purchase shares of common stock. With respect to these arrangements, there were 69,335 warrants earned but not issued as of June 30, 2024.

Share-based Payments

Stock option and restricted stock unit activity, prices, and values during the six months ended June 30, 2024 are as follows (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 (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Granted	—	—					46,358,913	$	0.88
Exercised/Released	(746,620)	$	0.68		$	499	(17,848,655)	$	1.73
Cancelled/Forfeited	(4,281,387)	$	2.12				(2,350,100)	$	1.81
Outstanding as of June 30, 2024	87,190,332	$	3.07	5.35	$	8,252	75,167,924	$	1.33
Vested and/or exercisable as of June 30, 2024	72,049,164	$	1.90	5.01	$	8,252	—	$	—
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256	—	$	—

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 June 30, 2024 and December 31, 2023 were immaterial.

Share-based compensation expense for employee and nonemployee options and restricted stock units included in the Consolidated Statements of Operations and Comprehensive Loss is as follows for the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenues	$	137	$	188	$	349	$	299
Sales and marketing	1,538		1,447		3,042		2,275
Product and technology	1,693		1,155		3,126		2,223
General and administrative	12,432		9,359		22,879		17,319
Total share-based compensation expense	$	15,800	$	12,149	$	29,396	$	22,116

Additionally, 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 three months ended June 30, 2024 and 2023, included approximately $0.3 million and $0.6 million related to capitalizable internally developed software activities, respectively. Share-based compensation, reflected within additional paid-in capital in the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) costs for the six months ended June 30, 2024 and 2023, included approximately $0.6 million and $1.1 million related to capitalizable internally developed software activities, 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 received an additional number of RSUs with a value equal to 25% of the amount of cash salary they elected to forgo. The RSUs were issued in June

2023 and vested 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 the Company’s board of directors. The unvested RSUs were classified as a liability. These RSU’s have fully vested as of May 15, 2024, and $0.4 million has been reclassified from liability to equity as of June 30, 2024. As such, all share-based compensation costs are reflected within additional paid-in capital in the Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) as of June 30, 2024.

Net Loss Per Share - Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	6,644,113	17,349,481	7,152,095	26,120,393
Stock options and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potential common stock equivalents (in shares)	1,644,113	12,349,481	2,152,095	21,120,393
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	5,000,000	5,000,000

Related-Party Transactions	6 Months Ended
Related-Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related-Party Transactions	Related-Party Transactions Sul América Serviços de Saúde S.A. (Sul América), is a customer of and owns a 49% interest in Sharecare Brasil Servicios de Consultoria, Ltda. As of the year ended December 31, 2023, the Company ended the services contract with this related party and ceased operations of Sharecare Brasil Servicios de Consultoria, Ltda. Revenues recognized for the three month period ended June 30, 2024 and 2023 from Sul América totaled $0.1 million and $1.4 million, respectively. Revenues recognized for the six month period ended June 30, 2024 and 2023 from Sul América totaled $0.4 million and $2.6 million, respectively. For the six-month period ended June 30, 2024, the revenues recognized represent variable termination fee revenue, which was previously constrained and for which uncertainty about the variable amount to be received was resolved. 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 for this customer for the three months ended June 30, 2023 totaled $4.7 million. Revenues recognized for this customer for the six months ended June 30, 2023 totaled $9.4 million. As of December 31, 2023, $13.0 million in receivables were outstanding from this 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 for this related party, revenues recognized related to these distinct services for the three and six months ended June 30, 2023, totaled $10.9 million and $23.0 million, respectively. Additionally, revenue for the three and six months ended June 30, 2023, included $0.4 million and $0.8 million of amortization of contract assets, respectively. For the three and six months ended June 30, 2023, cost of sales totaled $9.5 million and $20.4 million, 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 and $51.1 million in accounts payable and accrued expenses recorded in connection with these distinct agreements. 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 the intangible asset was $3.1 million as of December 31, 2023. 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 this related party and revenues recognized for the three and six months ended June 30, 2023 totaled $1.0 million and $1.8 million, respectively.

- 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/1943274/2147477968/946-235-50-2

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/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-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))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: 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)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-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/1943274/2147479134/946-220-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

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 05, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39535
Entity Registrant Name	SHARECARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1365053
Entity Address, Address Line One	255 East Paces Ferry Road NE,
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 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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		370,930,658
Entity Central Index Key	0001816233
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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

Common Stock and Stockholders' Equity - Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 15,800	$ 12,149	$ 29,396	$ 22,116
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	137	188	349	299
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,538	1,447	3,042	2,275
Product and technology
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,693	1,155	3,126	2,223
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 12,432	$ 9,359	$ 22,879	$ 17,319

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Cumulative effect of adopting ASU 2016-13	Redeemable Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Cumulative effect of adopting ASU 2016-13	Noncontrolling Interest
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2022			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Mar. 31, 2023			$ 58,205
Beginning balance (in shares) at Dec. 31, 2022				354,463,620
Beginning balance at Dec. 31, 2022	$ 522,600	$ (1,055)		$ 35	$ 1,120,024	$ (2,794)	$ (595,820)	$ (1,055)	$ 1,155
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				281,042
Stock options exercised	282				282
Common stock issued upon vesting of restricted stock units (in shares)				1,759,615
Issuance of warrants in connection with debt and revenue arrangements	14				14
Share-based compensation	10,406				10,406
Net income attributable to noncontrolling interest in subsidiaries	(346)								(346)
Currency translation adjustment	307					250			57
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units (in shares)				(214,984)
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units	(396)				(396)
Net loss attributable to Sharecare, Inc.	(34,659)						(34,659)
Other	(131)				(131)
Ending balance (in shares) at Mar. 31, 2023				356,289,293
Ending balance at Mar. 31, 2023	497,022			$ 35	1,130,199	(2,544)	(631,534)		866
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2022			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2022			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Jun. 30, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2023			$ 58,205
Beginning balance (in shares) at Dec. 31, 2022				354,463,620
Beginning balance at Dec. 31, 2022	522,600	$ (1,055)		$ 35	1,120,024	(2,794)	(595,820)	$ (1,055)	1,155
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income attributable to noncontrolling interest in subsidiaries	(850)
Currency translation adjustment	496
Net loss attributable to Sharecare, Inc.	(69,802)
Ending balance (in shares) at Jun. 30, 2023				356,593,964
Ending balance at Jun. 30, 2023	470,959			$ 35	1,139,594	(2,370)	(666,677)		377
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2023			5,000,000
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2023			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Jun. 30, 2023			5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2023			$ 58,205
Beginning balance (in shares) at Mar. 31, 2023				356,289,293
Beginning balance at Mar. 31, 2023	497,022			$ 35	1,130,199	(2,544)	(631,534)		866
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				188,023
Stock options exercised	170				170
Common stock issued upon vesting of restricted stock units (in shares)				2,013,098
Issuance of warrants in connection with debt and revenue arrangements	14				14
Share-based compensation	12,329				12,329
Net income attributable to noncontrolling interest in subsidiaries	(504)								(504)
Currency translation adjustment	189					174			15
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units (in shares)				(346,450)
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units	(511)				(511)
Shares repurchased (in shares)				(1,550,000)
Shares repurchased	(2,607)				(2,607)
Net loss attributable to Sharecare, Inc.	(35,143)						(35,143)
Ending balance (in shares) at Jun. 30, 2023				356,593,964
Ending balance at Jun. 30, 2023	470,959			$ 35	1,139,594	(2,370)	(666,677)		377
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2023			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2023	$ 58,205		$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Mar. 31, 2024			5,000,000
Redeemable convertible preferred stock, ending balance at Mar. 31, 2024			$ 58,205
Beginning balance (in shares) at Dec. 31, 2023	353,430,357			353,430,357
Beginning balance at Dec. 31, 2023	$ 429,864			$ 35	1,157,737	(2,263)	(725,373)		(272)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				40,278
Stock options exercised	24				24
Common stock issued upon vesting of restricted stock units (in shares)				7,674,863
Common stock issued upon vesting of restricted stock units	0			$ 1	(1)
Issuance of warrants in connection with debt and revenue arrangements	27				27
Share-based compensation	13,866				13,866
Net income attributable to noncontrolling interest in subsidiaries	(57)								(57)
Currency translation adjustment	(282)					(288)			6
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units (in shares)				(2,573,225)
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units	(2,784)				(2,784)
Net loss attributable to Sharecare, Inc.	(35,087)						(35,087)
Ending balance (in shares) at Mar. 31, 2024				358,572,273
Ending balance at Mar. 31, 2024	405,571			$ 36	1,168,869	(2,551)	(760,460)		(323)
Redeemable convertible preferred stock, beginning balance (in shares) at Dec. 31, 2023			5,000,000
Redeemable convertible preferred stock, beginning balance at Dec. 31, 2023	58,205		$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Jun. 30, 2024			5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2024	$ 58,205		$ 58,205
Beginning balance (in shares) at Dec. 31, 2023	353,430,357			353,430,357
Beginning balance at Dec. 31, 2023	$ 429,864			$ 35	1,157,737	(2,263)	(725,373)		(272)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)	746,620
Net income attributable to noncontrolling interest in subsidiaries	$ (41)
Currency translation adjustment	(365)
Net loss attributable to Sharecare, Inc.	$ (77,124)
Ending balance (in shares) at Jun. 30, 2024	367,662,956			367,662,956
Ending balance at Jun. 30, 2024	$ 379,602			$ 37	1,185,003	(2,645)	(802,497)		(296)
Redeemable convertible preferred stock, beginning balance (in shares) at Mar. 31, 2024			5,000,000
Redeemable convertible preferred stock, beginning balance at Mar. 31, 2024			$ 58,205
Redeemable convertible preferred stock, ending balance (in shares) at Jun. 30, 2024			5,000,000
Redeemable convertible preferred stock, ending balance at Jun. 30, 2024	58,205		$ 58,205
Beginning balance (in shares) at Mar. 31, 2024				358,572,273
Beginning balance at Mar. 31, 2024	405,571			$ 36	1,168,869	(2,551)	(760,460)		(323)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)				706,342
Stock options exercised	485				485
Common stock issued upon vesting of restricted stock units (in shares)				10,173,569
Common stock issued upon vesting of restricted stock units	0			$ 1	(1)
Issuance of warrants in connection with debt and revenue arrangements	9				9
Share-based compensation	16,516				16,516
Net income attributable to noncontrolling interest in subsidiaries	16								16
Currency translation adjustment	(83)					(94)			11
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units (in shares)				(1,789,228)
Common stock repurchased related to tax withholding for exercised employee stock options and vested restricted stock units	(875)				(875)
Net loss attributable to Sharecare, Inc.	$ (42,037)						(42,037)
Ending balance (in shares) at Jun. 30, 2024	367,662,956			367,662,956
Ending balance at Jun. 30, 2024	$ 379,602			$ 37	$ 1,185,003	$ (2,645)	$ (802,497)		$ (296)

Nature of Business and Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions	Jun. 30, 2024 $ / shares	Jun. 21, 2024 USD ($) extension_option $ / shares	Dec. 31, 2023 $ / shares
Disaggregation of Revenue [Line Items]
Common stock, par value (in USD per share)	$ 0.0001		$ 0.0001
Impact Merger Sub Inc.
Disaggregation of Revenue [Line Items]
Common stock, par value (in USD per share)		$ 0.0001
Share price (in USD per share)		$ 1.43
Number of extension options \| extension_option		1
Extension period		3 months
Termination fee \| $		$ 17.7
Impact Merger Sub Inc. \| Series A Preferred Stock
Disaggregation of Revenue [Line Items]
Preferred stock, par value (in USD per share)		$ 0.0001

- 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

Nature of Business and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Unaudited Interim Financial Information	Basis of Presentation and Consolidation Policy The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Unaudited Interim Financial Information The accompanying interim Consolidated Balance Sheet as of June 30, 2024 and the Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023, Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for each of the three month periods within the six months ended June 30, 2024 and 2023, and Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 are unaudited. These unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the SEC and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2024, the Company’s consolidated results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year or any other future interim or annual periods. The information contained within the unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s annual financial statements for the year ended December 31, 2023.
Consolidation	The consolidated financial statements include the accounts of Sharecare, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Segment Information	Segment Information The Company operates as a single operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources for the entire company.
Use of Estimates	Use of Estimates The preparation of these unaudited interim consolidated financial statements in conformity with GAAP requires the use of management estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include goodwill, revenue recognition, 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	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 in the normal course of business and generally requires no collateral from its customers.
Fair Value Measurements	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 an 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 loss in the Consolidated Statements of Operations and Comprehensive Loss.
Accounts Receivable and Allowance for Doubtful Accounts	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.
Contract Liabilities	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 was $0 and $0.5 million for three months ended June 30, 2024 and 2023, all of which was included within cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Amortization of these contract liabilities was $0 and $0.9 million for the six months ended June 30, 2024 and 2023, all of which was included within cost of revenues 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, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023.
Deferred Revenue and Revenue Recognition	Deferred Revenue The Company records contract liabilities pursuant to ASC 606 which consist of deferred revenue and contract billings in excess of earned revenue. 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 June 30, 2024 and December 31, 2023, such fees were $5.4 million and $5.5 million, respectively. The Company recognized $0.7 million of revenue during the three months ended June 30, 2024 that was included in deferred revenue at December 31, 2023. The Company recognized $1.8 million of revenue during the six months ended June 30, 2024 that was included in deferred revenue at December 31, 2023. Revenue Recognition Performance-Based Revenue Certain contracts place a portion of fees at risk based on achieving certain performance metrics, such as customer cost savings, and/or clinical outcomes improvements (performance-based). The Company uses the most likely amount method to estimate variable consideration for these performance guarantees. The Company includes in the transaction price some, or all, of a variable consideration amount only to the extent that it is not probable that a significant reversal in the amount of cumulative revenue recognized will 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: (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 June 30, 2024 and December 31, 2023, such fees included within deferred revenue were $4.5 million and $4.9 million, respectively. 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 $1.7 million and $1.0 million of revenues recognized during the three months ended June 30, 2024 and 2023, respectively, were performance-based. During the three months ended June 30, 2024, $0.6 million of revenue was recognized, which related to services provided prior to December 31, 2023. Approximately $3.2 million and $2.1 million of revenues recognized during the six months ended June 30, 2024 and 2023, respectively, were performance-based. During the six months ended June 30, 2024, $1.3 million was recognized in revenue that related to services provided prior to December 31, 2023. As of June 30, 2024 and 2023, 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 $2.0 million and $4.4 million, respectively. Remaining Performance Obligations Remaining performance obligations represent contracted revenues that are non-cancellable and have not yet been recognized due to unsatisfied or partially satisfied performance obligations. This includes deferred revenues and amounts that will be invoiced and recognized as revenues in future periods. As of June 30, 2024, 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 $51.2 million. As of June 30, 2024, the Company expects to recognize revenue on approximately 92% of these unsatisfied performance obligations over the following 24 months and the remainder thereafter.
Accounting Standards Not Yet Adopted	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. Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The new ASU requires public business entities, on an annual basis, to provide a tabular rate reconciliation (using both percentages and reporting currency amounts) of (1) the reported income tax expense (or benefit) from continuing operations, to (2) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal (national) income tax rate of the jurisdiction (country) of domicile using specific categories and separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. For each annual period presented, the ASU requires all reporting entities to disclose the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign. It also requires additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The ASU requires that all reporting entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public entities for annual periods beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures. Segment Reporting. In November 2023, the FASB issued ASU No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments in this update address the requirement for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the chief operating decision maker and is included in the measure of segment profit or loss. The disclosure of significant segment expenses is in addition to the current specifically-enumerated segment expenses required to be disclosed, such as depreciation and interest expense. If a public entity does not disclose any significant segment expenses for a reportable segment, it is required to disclose narratively the nature of the expenses used by the chief operating decision maker to manage the segment's operations. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. We are still evaluating the impact on our financial statement disclosures as it pertains to the Company’s single reportable segment.

Nature of Business and Significant Accounting Policies - Remaining Performance Obligations (Narrative) (Details) $ in Millions	Jun. 30, 2024 USD ($)
Accounting Policies [Abstract]
Remaining performance obligations	$ 51.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations percentage to be recognized	92.00%
Unsatisfied performance obligations expected recognition period	24 months

Nature of Business and Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Allowance for Doubtful Accounts
Allowance for doubtful accounts – beginning balance	$ 8,348	$ 8,426	$ 8,544	$ 7,197
Provision for doubtful accounts	188	1,095	597	2,085
Amounts written off and other adjustments	(445)	(1,376)	(1,050)	(1,137)
Allowance for doubtful accounts – ending balance	$ 8,091	$ 8,145	$ 8,091	$ 8,145

Goodwill and Other Intangible Assets - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Definite-lived, intangible assets
Cost	$ 324,143
Accumulated Amortization	(216,394)
Net	107,749
Intangible assets not subject to amortization
Intangible assets not subject to amortization	15,559
Total intangible assets
Total intangible assets, cost	339,702
Total intangible assets, accumulated amortization	(216,394)
Total intangible assets, net	123,308	$ 136,552
Internal-use software projects in process
Intangible assets not subject to amortization
Intangible assets not subject to amortization	10,529
Indefinite-lived, trade names
Intangible assets not subject to amortization
Intangible assets not subject to amortization	5,030
Technology – features/content
Definite-lived, intangible assets
Cost	57,315
Accumulated Amortization	(28,309)
Net	$ 29,006
Weighted Average Remaining Life	7 years 4 months 24 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (28,309)
Indefinite-lived, trade names
Definite-lived, intangible assets
Cost	3,549
Accumulated Amortization	(2,202)
Net	$ 1,347
Weighted Average Remaining Life	3 years 1 month 6 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (2,202)
Customer relationships
Definite-lived, intangible assets
Cost	77,849
Accumulated Amortization	(42,543)
Net	$ 35,306
Weighted Average Remaining Life	8 years
Total intangible assets
Total intangible assets, accumulated amortization	$ (42,543)
Internal-use software
Definite-lived, intangible assets
Cost	185,430
Accumulated Amortization	(143,340)
Net	$ 42,090
Weighted Average Remaining Life	1 year 8 months 12 days
Total intangible assets
Total intangible assets, accumulated amortization	$ (143,340)

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 15.7	$ 13.5	$ 28.4	$ 27.4
Finite-Lived Intangible Assets [Line Items]
Percentage of fair value in excess of book value	23.00%		23.00%
Basis point increase in weighted average cost of capital	1.00%		1.00%
Basis point decrease in annual forecasted revenues	1.00%		1.00%
Percentage of decline in fair value, in event increase in weighted average capital	3.00%		3.00%
Percentage of decline in fair value, in event of decrease in annual forecasted revenue	11.00%		11.00%
Amortization expense for intangible assets	$ 15.7	$ 13.5	$ 28.4	$ 27.4
Series A Preferred Stock Holder
Finite-Lived Intangible Assets [Line Items]
Intangible asset recognized					$ 3.1
Intellectual Property \| Series A Preferred Stock Holder
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 2.8

Nature of Business and Significant Accounting Policies - Schedule of Other Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Re-measurement of contingent consideration	$ (428)	$ 770	$ (134)	$ 908
Re-measurement of warrant liabilities	(1,080)	(866)	(995)	(866)
Other	(34)	(2,535)	(47)	(2,243)
Total other (expense) income	$ (1,542)	$ (2,631)	$ (1,176)	$ (2,201)

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company considers events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued, to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through August 9, 2024, the date on which the consolidated financial statements were available to be issued, noting no such material events.

Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of June 30, 2024 were as follows (in thousands):


	June 30, 2024
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	57,315	$	(28,309)	$	29,006	7.4
Trade name	3,549		(2,202)		1,347		3.1
Customer relationships	77,849		(42,543)		35,306		8.0
Internal-use software	185,430		(143,340)		42,090		1.7
Total definite-lived, intangible assets	$	324,143	$	(216,394)	$	107,749

Intangible assets not subject to amortization
Internal-use software projects in process	$	10,529	$	—	$	10,529
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	15,559		—		15,559
Total intangible assets	$	339,702	$	(216,394)	$	123,308

Schedule of Indefinite-Lived Intangible Assets

Intangible assets and the related accumulated amortization for each class of intangible asset as of June 30, 2024 were as follows (in thousands):


	June 30, 2024
	Cost		Accumulated Amortization		Net		Weighted Average Remaining Life
Definite-lived, intangible assets
Technology – features/content	$	57,315	$	(28,309)	$	29,006	7.4
Trade name	3,549		(2,202)		1,347		3.1
Customer relationships	77,849		(42,543)		35,306		8.0
Internal-use software	185,430		(143,340)		42,090		1.7
Total definite-lived, intangible assets	$	324,143	$	(216,394)	$	107,749

Intangible assets not subject to amortization
Internal-use software projects in process	$	10,529	$	—	$	10,529
Indefinite-lived, trade names	5,030		—		5,030
Total intangible assets not subject to amortization	15,559		—		15,559
Total intangible assets	$	339,702	$	(216,394)	$	123,308

Schedule of Carrying Amount of Goodwill

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


December 31, 2023	$	192,037
Foreign currency translation adjustment	(218)
June 30, 2024	$	191,819

Schedule of Estimated Future Amortization Expense for Intangible Assets

The following is a schedule of estimated future amortization expense for intangible assets as of June 30, 2024 (in thousands):


Year ending December 31:
Remainder of 2024	$	21,080
2025	31,135
2026	17,643
2027	10,015
2028	6,933
Thereafter	20,943
Total	$	107,749

- 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
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-Name Accounting Standards Codification
-Section 55
-Paragraph 24
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Common Stock and Stockholders' Equity - Schedule of Stock Options (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Options Outstanding - Number of Options
Outstanding, beginning (in shares) \| shares	92,218,339
Granted (in shares) \| shares	0
Exercised/released (in shares) \| shares	(746,620)
Cancelled/forfeited (in shares) \| shares	(4,281,387)
Outstanding, ending (in shares) \| shares	87,190,332	92,218,339
Vested and exercisable (in shares) \| shares	72,049,164	73,902,493
Options Outstanding - Weighted Average Exercise Price
Outstanding, beginning (in USD per share) \| $ / shares	$ 3.01
Granted (in USD per share) \| $ / shares	0
Exercised/released (in USD per share) \| $ / shares	0.68
Cancelled/forfeited (in USD per share) \| $ / shares	2.12
Outstanding, ending (in USD per share) \| $ / shares	3.07	$ 3.01
Vested and exercisable (in USD per share) \| $ / shares	$ 1.90	$ 1.89
Weighted Average Remaining Contractual Term (Years)
Outstanding, weighted average remaining contractual term	5 years 4 months 6 days	5 years 10 months 13 days
Vested and exercisable, weighted average remaining contractual term	5 years 3 days	5 years 5 months 26 days
Outstanding, aggregate intrinsic value \| $	$ 8,252	$ 1,256
Exercised, aggregate intrinsic value \| $	499
Vested and exercisable, aggregate intrinsic value \| $	$ 8,252	$ 1,256

Common Stock and Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Warrants Issued and Outstanding

As of June 30, 2024, the following warrants to purchase common stock were issued and outstanding:


Classification	Warrants Outstanding	Exercise Price per Share
Equity	1,278,746	$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 six months ended June 30, 2024 are as follows (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 (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Granted	—	—					46,358,913	$	0.88
Exercised/Released	(746,620)	$	0.68		$	499	(17,848,655)	$	1.73
Cancelled/Forfeited	(4,281,387)	$	2.12				(2,350,100)	$	1.81
Outstanding as of June 30, 2024	87,190,332	$	3.07	5.35	$	8,252	75,167,924	$	1.33
Vested and/or exercisable as of June 30, 2024	72,049,164	$	1.90	5.01	$	8,252	—	$	—
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256	—	$	—

Schedule of Restricted Stock Unit Activity

Stock option and restricted stock unit activity, prices, and values during the six months ended June 30, 2024 are as follows (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 (in thousands)		Number of Plan shares outstanding	Weighted-Average Grant Date Fair Value per share
Outstanding as of December 31, 2023	92,218,339	$	3.01	5.87	$	1,256	49,007,766	$	1.93
Granted	—	—					46,358,913	$	0.88
Exercised/Released	(746,620)	$	0.68		$	499	(17,848,655)	$	1.73
Cancelled/Forfeited	(4,281,387)	$	2.12				(2,350,100)	$	1.81
Outstanding as of June 30, 2024	87,190,332	$	3.07	5.35	$	8,252	75,167,924	$	1.33
Vested and/or exercisable as of June 30, 2024	72,049,164	$	1.90	5.01	$	8,252	—	$	—
Vested and/or exercisable as of December 31, 2023	73,902,493	$	1.89	5.49	$	1,256	—	$	—

Schedule of Share-Based Compensation Expense for Employee and Nonemployee Options


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenues	$	137	$	188	$	349	$	299
Sales and marketing	1,538		1,447		3,042		2,275
Product and technology	1,693		1,155		3,126		2,223
General and administrative	12,432		9,359		22,879		17,319
Total share-based compensation expense	$	15,800	$	12,149	$	29,396	$	22,116

Goodwill and Other Intangible Assets - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 192,037
Foreign currency translation adjustment	(218)
Ending balance	$ 191,819

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
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-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

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-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 100
-Subparagraph (d)
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Matters From time to time, the Company is subject to litigation in the normal course of business. The Company is of the opinion that, based on the information presently available, the resolution of any such legal matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. The Company has accrued for losses that are both probable and estimable. We are also party to investigations and legal disputes and losses related to certain matters that are reasonably possible, but at this time, we cannot estimate a loss or range of losses.

Balance Sheet Components (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued Expenses and Other Current Liabilities
Accrued expenses	$ 20,243	$ 15,546
Accrued compensation	13,260	16,235
Accrued media costs	2,751	5,168
Accrued taxes	1,311	1,837
Operating lease liabilities, current	1,557	1,826
Contract liability due to the Series A Preferred Stockholder	17,496	17,496
Accrued expenses due to the Series A Preferred Stockholder	3,035	6,084
Accrued other	808	1,514
Total accrued expenses and other current liabilities	$ 60,461	$ 65,706

Fair Value Measurements - Schedule of Changes to the Warrant Liability and Contingent Consideration (Details) - Contingent Consideration $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Changes in liability
Beginning balance	$ 395
Re-measurement of contingent consideration	134
Ending balance	$ 529

Related-Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Revenue	$ 94,265	$ 110,353	$ 185,126	$ 226,648
Other receivables	2,773		2,773		$ 2,262
Costs of revenue	51,150	62,948	102,270	130,840
Accrued liabilities and other liabilities	60,461		60,461		65,706
Board of Directors Related Customer
Related Party Transaction [Line Items]
Revenue		4,700		9,400
Other receivables					13,000
Series A Preferred Stock Holder
Related Party Transaction [Line Items]
Revenue		10,900		23,000
Other receivables					34,300
Share-based compensation		400		800
Costs of revenue		9,500		20,400
Accrued liabilities and other liabilities					51,100
Intangible asset recognized					3,100
Director Affiliated Customer
Related Party Transaction [Line Items]
Revenue		1,000		1,800
Other receivables					$ 1,000
Sul América \| Customer
Related Party Transaction [Line Items]
Revenue	$ 100	$ 1,400	$ 400	$ 2,600
Sharecare Brasil Servicios de Consultoria, Ltda \| Sul América
Related Party Transaction [Line Items]
Noncontrolling interest	49.00%		49.00%

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 8,091	$ 8,544
Stockholders’ equity:
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares, issued (in shares)	367,662,956	353,430,357
Common stock, shares, outstanding (in shares)	367,662,956	353,430,357
Series A Preferred Stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Redeemable convertible preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Redeemable convertible preferred stock, shares issued (in shares)	5,000,000	5,000,000
Redeemable convertible preferred stock, shares outstanding (in shares)	5,000,000	5,000,000
Redeemable convertible preferred stock, aggregate liquidation preference	$ 50,000	$ 50,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (77,165)	$ (70,652)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	29,611	28,965
Non-cash interest expense	0	394
Amortization of contract liabilities	0	(902)
Accretion of contract liabilities	0	136
Lease right-of-use assets expense	1,103	1,885
Change in fair value of warrant liability and contingent consideration	1,129	(42)
Share-based compensation	29,396	21,667
Deferred income taxes	(7)	58
Payment of PIK Interest	(519)	0
Other	988	4,338
Changes in operating assets and liabilities:
Accounts receivable, net	(3,284)	(9,883)
Prepaid expenses and other assets	(3,010)	(2,235)
Accounts payable and accrued expenses	(474)	6,888
Operating lease liabilities	(1,212)	244
Deferred revenue	(152)	(2,101)
Net cash used in operating activities	(23,596)	(21,240)
Cash flows from investing activities:
Purchases of property and equipment	(104)	(1,063)
Capitalized internal-use software costs	(15,641)	(14,119)
Net cash used in investing activities	(15,745)	(15,182)
Cash flows from financing activities:
Proceeds from issuance of debt	22,000	0
Repayment of debt	(22,000)	0
Payments for shares repurchased	(3,660)	(2,723)
Proceeds from exercise of common stock options	509	1,372
Payments on financing lease obligations	(464)	(710)
Net cash used in financing activities	(3,615)	(2,061)
Effect of exchange rates on cash and cash equivalents	(80)	137
Net decrease in cash and cash equivalents	(43,036)	(38,346)
Cash and cash equivalents at beginning of period	128,187	182,508
Cash and cash equivalents at end of period	85,151	144,162
Supplemental disclosure of cash flow information:
Cash paid for interest	1,114	517
Cash paid for income taxes	0	32
Supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities	1,206	2,047
Assets obtained in exchange for lease obligations	$ 0	$ 1,812

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets, with the exception of its German and French operations. For the three and six months ended June 30, 2024, the Company recognized income tax expense of less than $0.1 million, primarily due to state income tax. For the three and six months ended June 30, 2023, the Company recognized income tax expense of less than $0.1 million, primarily due to state income tax.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 12B
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: 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/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-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 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator
Net loss	$	(42,021)	$	(35,647)	$	(77,165)	$	(70,652)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries	16		(504)		(41)		(850)
Net loss available to common stockholders	$	(42,037)	$	(35,143)	$	(77,124)	$	(69,802)

Denominator
Weighted-average common shares outstanding, basic and diluted	360,401,283		354,049,808		357,315,727		353,490,234
Net loss per share attributable to common stockholders, basic and diluted	$	(0.12)	$	(0.10)	$	(0.22)	$	(0.20)

Schedule of Potential Common Shares Equivalents Excluded from Computation of Diluted Net Loss Per Share

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Stock options and restricted stock units	1,644,113	12,349,481	2,152,095	21,120,393
Redeemable convertible preferred stock	5,000,000	5,000,000	5,000,000	5,000,000
Total	6,644,113	17,349,481	7,152,095	26,120,393

Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value (Details) - Recurring $ in Thousands	Jun. 30, 2024 USD ($)
Cash equivalents
Total cash equivalents at fair value	$ 10,530
Liabilities
Warrant liabilities	1,398
Contingent consideration – other liabilities	529
Total liabilities at fair value	1,927
Money market funds
Cash equivalents
Total cash equivalents at fair value	10,530
Level 1
Cash equivalents
Total cash equivalents at fair value	10,530
Liabilities
Warrant liabilities	1,398
Contingent consideration – other liabilities	0
Total liabilities at fair value	1,398
Level 1 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	10,530
Level 2
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	0
Total liabilities at fair value	0
Level 2 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	0
Level 3
Cash equivalents
Total cash equivalents at fair value	0
Liabilities
Warrant liabilities	0
Contingent consideration – other liabilities	529
Total liabilities at fair value	529
Level 3 \| Money market funds
Cash equivalents
Total cash equivalents at fair value	$ 0

Common Stock and Stockholders' Equity - Narrative (Details) $ in Millions		2 Months Ended	3 Months Ended		6 Months Ended
	May 31, 2023 installment	Jun. 30, 2024 USD ($) shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)
Class of Stock [Line Items]
Compensation costs related to share-based payment awards reflected within additional paid-in capital related to capitalizable internally developed software activities \| $			$ 0.3	$ 0.6	$ 0.6	$ 1.1
RSUs
Class of Stock [Line Items]
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
Vested amount reclassified from liability to equity \| $		$ 0.4
Contractual and Earnout Arrangements
Class of Stock [Line Items]
Common stock reserved for future issuance (in shares)		3,238,675	3,238,675		3,238,675
Warrants reserved for future issuance (in shares)		7,025,257	7,025,257		7,025,257
Warrants earned but not issued (in shares)		69,335	69,335		69,335
Liability Warrants
Class of Stock [Line Items]
Warrants expiration period (in years)		7 years	7 years		7 years
Equity Warrants
Class of Stock [Line Items]
Warrants expiration period (in years)		7 years	7 years		7 years
Warrants vesting period (in years)					3 years

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator
Net loss	$	(42,021)	$	(35,647)	$	(77,165)	$	(70,652)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries	16		(504)		(41)		(850)
Net loss available to common stockholders	$	(42,037)	$	(35,143)	$	(77,124)	$	(69,802)

Denominator
Weighted-average common shares outstanding, basic and diluted	360,401,283		354,049,808		357,315,727		353,490,234
Net loss per share attributable to common stockholders, basic and diluted	$	(0.12)	$	(0.10)	$	(0.22)	$	(0.20)

The Company’s potential dilutive securities, which include stock options and restricted stock units, redeemable convertible preferred stock, and contingently issuable shares, have been excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2024 and 2023, as they are anti-dilutive and the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common share equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Stock options and restricted stock units	1,644,113	12,349,481	2,152,095	21,120,393
Redeemable convertible preferred stock	5,000,000	5,000,000	5,000,000	5,000,000
Total	6,644,113	17,349,481	7,152,095	26,120,393

Additionally, stock options of 87.1 million that have exercise prices in excess of the average market price of common shares for the three months ended June 30, 2024 and restricted stock units of 73.7 million as of June 30, 2024 are not included in the calculation of potentially dilutive securities, but could become dilutive in future periods. Stock options of 86.9 million that have exercise prices in excess of the average market price of common shares for the six months ended June 30, 2024 and restricted stock units of 73.3 million as of June 30, 2024 are not included in the calculation of potentially dilutive securities, but could become dilutive in future periods.

For the prior period, stock options of 91.9 million that have exercise prices in excess of the average market price of common shares for the three months ended June 30, 2023 and restricted stock units of 46.0 million as of June 30, 2023 are not included in the calculation of potentially dilutive securities. Stock options of 83.8 million that have exercise prices in excess of the average market price of common shares for the six months ended June 30, 2023 and restricted stock units of 45.3 million as of June 30, 2023 are not included in the calculation of potentially dilutive securities.

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30, 2024 (in thousands):


	June 30, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,530	$	—	$	—	$	10,530
Total cash equivalents at fair value	$	10,530	$	—	$	—	$	10,530

Liabilities
Warrant liabilities	$	1,398	$	—	$	—	$	1,398
Contingent consideration – other liabilities	—		—		529		529
Total liabilities at fair value	$	1,398	$	—	$	529	$	1,927

Schedule of Changes to the Warrant Liability 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, 2023	$	395
Re-measurement of contingent consideration	134
June 30, 2024	$	529

Nature of Business and Significant Accounting Policies - Schedule of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 94,265	$ 110,353	$ 185,126	$ 226,648
Enterprise
Disaggregation of Revenue [Line Items]
Total Revenue	46,176	64,052	93,135	134,244
Provider
Disaggregation of Revenue [Line Items]
Total Revenue	30,675	29,191	59,102	58,165
Life Sciences
Disaggregation of Revenue [Line Items]
Total Revenue	$ 17,414	$ 17,110	$ 32,889	$ 34,239

- 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

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

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+ Details

Common Stock and Stockholders' Equity - Schedule of Warrants Issued and Outstanding (Details)	Jun. 30, 2024 $ / shares shares
Equity
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares	1,278,746
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

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]

- Definition

Indicates amendment to accounting standards.

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+ Details

Nature of Business and Significant Accounting Policies - Performance-Based Revenue (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Performance-based fees not recognized as revenue	$ 4.5		$ 4.5		$ 4.9
Performance-based revenue recognized	1.7	$ 1.0	3.2	$ 2.1
Revenue recognized related to services provided in prior period	0.6		1.3
Performance-based revenue recognized but not yet settled with customers	$ 2.0	$ 4.4	$ 2.0	$ 4.4
Enterprise
Disaggregation of Revenue [Line Items]
Measurement period			1 year
Enterprise \| Minimum
Disaggregation of Revenue [Line Items]
Settlement process term			6 months
Enterprise \| Maximum
Disaggregation of Revenue [Line Items]
Settlement process term			8 months

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

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 are recorded at estimated fair value.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value as of June 30, 2024 (in thousands):


	June 30, 2024
	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents
Money market funds	$	10,530	$	—	$	—	$	10,530
Total cash equivalents at fair value	$	10,530	$	—	$	—	$	10,530

Liabilities
Warrant liabilities	$	1,398	$	—	$	—	$	1,398
Contingent consideration – other liabilities	—		—		529		529
Total liabilities at fair value	$	1,398	$	—	$	529	$	1,927

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

Contingent consideration was classified within Level 3 as it was valued using certain unobservable inputs. The fair value of the contingent consideration is estimated based on the Company’s stock price and number of shares expected to be issued related to acquisitions in prior years 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, 2023	$	395
Re-measurement of contingent consideration	134
June 30, 2024	$	529

- 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.

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+ Details

Fair Value Measurements - Narrative (Details) - Warrants	Jun. 30, 2024 $ / 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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net loss attributable to Sharecare, Inc.	$ (42,037)	$ (35,087)	$ (35,143)	$ (34,659)	$ (77,124)	$ (69,802)

- Definition

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

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Reference 31: 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

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: 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(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net loss	$ (42,021)		$ (35,647)		$ (77,165)	$ (70,652)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries	16	$ (57)	(504)	$ (346)	(41)	(850)
Net loss available to common stockholders, basic	(42,037)		(35,143)		(77,124)	(69,802)
Net loss available to common stockholders, diluted	$ (42,037)		$ (35,143)		$ (77,124)	$ (69,802)
Denominator
Weighted-average common shares outstanding, basic (in shares)	360,401,283		354,049,808		357,315,727	353,490,234
Weighted-average common shares outstanding, diluted (in shares)	360,401,283		354,049,808		357,315,727	353,490,234
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.12)		$ (0.10)		$ (0.22)	$ (0.20)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.12)		$ (0.10)		$ (0.22)	$ (0.20)

Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Estimated future amortization expense:
Remainder of 2024	$ 21,080
2025	31,135
2026	17,643
2027	10,015
2028	6,933
Thereafter	20,943
Net	$ 107,749

Nature of Business and Significant Accounting Policies - Contract Liabilities and Deferred Revenue (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Amortization of contract liabilities	$ 0	$ 500	$ 0	$ 902
Accrued liabilities and other liabilities	60,461		60,461		$ 65,706
Deferred revenue	5,365		5,365		$ 5,517
Revenue recognized that was previously in deferred revenue	700		1,800
Related Party
Disaggregation of Revenue [Line Items]
Accrued liabilities and other liabilities	$ 17,500		$ 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

- 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

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 94,265	$ 110,353	$ 185,126	$ 226,648
Costs and operating expenses:
Costs of revenue	51,150	62,948	102,270	130,840
Sales and marketing	13,586	14,959	27,144	30,309
Product and technology	14,714	17,035	29,258	37,843
General and administrative	39,688	35,371	74,595	69,490
Depreciation and amortization	16,280	14,184	29,611	28,965
Total costs and operating expenses	135,418	144,497	262,878	297,447
Loss from operations	(41,153)	(34,144)	(77,752)	(70,799)
Other income (expense):
Interest income	1,023	1,646	2,297	3,326
Interest expense	(312)	(453)	(528)	(882)
Other expense	(1,542)	(2,631)	(1,176)	(2,201)
Total other (expense) income	(831)	(1,438)	593	243
Loss before income tax expense	(41,984)	(35,582)	(77,159)	(70,556)
Income tax expense	(37)	(65)	(6)	(96)
Net loss	(42,021)	(35,647)	(77,165)	(70,652)
Net income (loss) attributable to noncontrolling interest in subsidiaries	16	(504)	(41)	(850)
Net loss attributable to Sharecare, Inc.	$ (42,037)	$ (35,143)	$ (77,124)	$ (69,802)
Net Loss per Share
Net loss per share attributable to common stockholders, basic (in USD per share)	$ (0.12)	$ (0.10)	$ (0.22)	$ (0.20)
Net loss per share attributable to common stockholders, diluted (in USD per share)	$ (0.12)	$ (0.10)	$ (0.22)	$ (0.20)
Weighted-average common shares outstanding, basic (in shares)	360,401,283	354,049,808	357,315,727	353,490,234
Weighted-average common shares outstanding, diluted (in shares)	360,401,283	354,049,808	357,315,727	353,490,234
Comprehensive loss attributable to Sharecare, Inc.
Net loss	$ (42,021)	$ (35,647)	$ (77,165)	$ (70,652)
Foreign currency translation	(83)	189	(365)	496
Comprehensive loss	(42,104)	(35,458)	(77,530)	(70,156)
Comprehensive income (loss) attributable to noncontrolling interest in subsidiaries	27	(489)	(24)	(778)
Comprehensive loss attributable to Sharecare, Inc.	$ (42,131)	$ (34,969)	$ (77,506)	$ (69,378)

Common Stock and Stockholders' Equity - Schedule of Restricted Stock Units (Details) - Restricted Stock Units - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Restricted Stock Units - Number of Plan shares outstanding
Outstanding, beginning (in shares)	49,007,766
Granted (in shares)	46,358,913
Exercised/released (in shares)	(17,848,655)
Cancelled/forfeited (in shares)	(2,350,100)
Outstanding, ending (in shares)	75,167,924
Vested and exercisable (in shares)	0	0
Restricted Stock Units - Weighted-Average Grant Date Fair Value per share
Outstanding, beginning (in USD per share)	$ 1.93
Granted (in USD per share)	0.88
Exercised/released (in USD per share)	1.73
Cancelled/forfeited (in USD per share)	1.81
Outstanding, ending (in USD per share)	1.33
Vested and exercisable (in USD per share)	$ 0	$ 0

Net Loss Per Share - Narrative (Details) - shares	3 Months Ended		6 Months Ended
Net Loss Per Share - Narrative (Details) - shares	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities (in shares)	6,644,113	17,349,481	7,152,095	26,120,393
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities (in shares)	87,100,000	91,900,000	86,900,000	83,800,000
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities (in shares)	73,700,000	46,000,000.0	73,300,000	45,300,000