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                              September 6, 2023

       Justin Ferrero
       Chief Financial Officer
       Sharecare, Inc.
       255 East Paces Ferry Road NE, Suite 700
       Atlanta, Georgia 30305

                                                        Re: Sharecare, Inc.
                                                            Form 10-K filed
March 31, 2023
                                                            Response dated
August 7, 2023
                                                            File No. 001-39535

       Dear Justin Ferrero:

              We have reviewed your August 7, 2023 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       July 13, 2023 letter.

       Form 10-K for the Year Ended December 31, 2022

       Non-GAAP Measures, page 52

   1.                                                   We note your response
to prior comment 1 as well as the additional information you
                                                        provided us in our
August 30, 2022 conference call. Please ensure that when presenting
                                                        non-GAAP measure
adjustments, you provide accurate line item headings and sufficiently
                                                        detailed disclosures
regarding the nature of each material adjustment. We also have the
                                                        below comments on
certain of your adjustments presented in your presentation of
                                                        Adjusted EBITDA,
Adjusted Net Loss and Adjusted EPS.
   2.                                                   We note that the line
item "Net costs associated with exiting contracts" represents the
                                                        negative gross margin
of your PCMH contract in periods subsequent to your decision to
                                                        cease providing PCMH
services. Notwithstanding the fact that the Company will no
                                                        longer provide these
services, this contract was entered into as part of your normal course
 Justin Ferrero
FirstName   LastNameJustin Ferrero
Sharecare, Inc.
Comapany 6,
September   NameSharecare,
               2023        Inc.
September
Page  2     6, 2023 Page 2
FirstName LastName
         of business and therefore the gross margin losses incurred as you
winddown the contract
         would not be considered nonrecurring or outside the normal course of
your operations.
         Please confirm that you will no longer exclude these negative gross
margin losses from
         your non-GAAP measures. Please note that if you choose to discuss the
impact of this
         contract on your results of operations, ensure that you (i) accurately
address the nature of
         impact (e.g., the adjustment, as presented, is gross margin losses
rather than the "net costs
         associated with exiting contracts" and (ii) present the impact of the
PCHM contract gross
         margins on each period presented.
3.       We note that your lease termination adjustment included within your
non-operating, non-
         recurring adjustment relates to the rent expense of the underutilized
portion of the
         Company's Franklin, TN office lease. We do not believe it is
appropriate to exclude
         estimated costs associated with the underutilized portion of this
lease. Refer to questions
         100.01 and 100.04 of the Non-GAAP Compliance & Disclosure
Interpretations. Please
         confirm that you will no longer exclude these expenses from your
non-GAAP measures.
4.       We note that your reorganizational and severance costs are due to
efforts to globalize and
         centralize the Company's workforce that will be implemented in 2023.
$12.5 million of
         these costs represent employee costs related to employees that have
not yet been notified
         of their termination and $1.2 million of severance costs represents
costs of employees for
         when the required services to the Company has ceased. Please address
the following:
             Quantify the amounts expensed in your sales and marketing, product
and technology
              and general and administrative line items;
             Separately quantify the material components of the $12.5 million,
including salary,
              benefits, equity and bonus compensation, and other employee
costs;
             Quantify the normal periodic employee costs, including normal
equity and bonus
              compensation, included in the $12.5 million reorganizational
costs. Please note that
              your normal periodic employee costs are viewed as part of your
current normal
              operations and therefore inconsistent with Question 100.01 of the
Compliance and
              Disclosure Interpretation on Non-GAAP measures (C&DI);
             Tell us the basis for bonus payments, how you determined who would
receive such
              payments, how amounts were calculated, and how you determined
that such
              payments are incremental to your normal operations;
             Address whether or not the $12.5 million includes one-time
employee termination
              benefits as defined by ASC 420. If so, tell us how you applied
the guidance in ASC
              420-10-25-4 through 25-10. Address the need to provide the
disclosures required by
              ASC 420-50-1;
             Quantify any other costs included in the $12.5 million
reorganizational costs and tell
              us the nature of those costs and your underlying accounting; and
             You indicate that the $1.2 million of severance costs represents
costs of employees
              for when the required services to the Company has ceased. Please
confirm these
              costs do not include the normal periodic employees costs during
the period for which
              the employee provided services. As noted in the first bullet, an
adjustment for
              normal period employee costs would be inconsistent with our C&DI.
 Justin Ferrero
Sharecare, Inc.
September 6, 2023
Page 3
5.       We refer to the non-GAAP adjustment relating to advance payments made
to a financially
         distressed vendor in early 2022. Please tell us in more detail about
your relationship with
         this vendor and why these payments were made. We note that you
expected these
         payments to be applied as a credit against any pending and future
invoices payable by the
         Company. In this regard, please help us better understand why the
prepayments were
         written off in the second quarter of fiscal year 2022 and not applied
to invoices for
         services they provided to you through the second quarter of 2023.
Also, quantify the
         amount of prepayments made through the beginning of the second quarter
of 2022 and
         any subsequent additional payments made in excess of the actual cost
of your vendor's
         services. Finally, it is not clear to us why it is appropriate to
exclude these payments from
         your non-GAAP performance measures. Please more fully explain.
       You may contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters.



                                                               Sincerely,
FirstName LastNameJustin Ferrero
                                                               Division of
Corporation Finance
Comapany NameSharecare, Inc.
                                                               Office of
Industrial Applications and
September 6, 2023 Page 3                                       Services
FirstName LastName