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    MARTIN
                                            LIPTON

    HERBERT
    M. WACHTELL

    EDWARD
    D. HERLIHY

    DANIEL
    A. NEFF

    STEVEN
    A. ROSENBLUM

    JOHN
    F. SAVARESE

    SCOTT
    K. CHARLES

    JODI
    J. SCHWARTZ

    ADAM
    O. EMMERICH

    RALPH
    M. LEVENE

    RICHARD
    G. MASON

    ROBIN
    PANOVKA

    DAVID
    A. KATZ

    ILENE
    KNABLE GOTTS

    ANDREW
    J. NUSSBAUM

    RACHELLE
    SILVERBERG

    STEVEN
    A. COHEN

    DEBORAH
    L. PAUL

    DAVID
    C. KARP

    RICHARD
    K. KIM

    JOSHUA
    R. CAMMAKER

    MARK
    GORDON

    JEANNEMARIE
                                            O’BRIEN

    WAYNE
    M. CARLIN

    STEPHEN
    R. DiPRIMA

    NICHOLAS
    G. DEMMO

    IGOR
    KIRMAN

    JONATHAN
    M. MOSES

    T.
    EIKO STANGE

    WILLIAM
    SAVITT

    GREGORY
    E. OSTLING

    DAVID
    B. ANDERS

    ADAM
    J. SHAPIRO

    NELSON
    O. FITTS

    JOSHUA
    M. HOLMES

    DAVID
    E. SHAPIRO

    DAMIAN
    G. DIDDEN

    IAN
    BOCZKO

    MATTHEW
    M. GUEST

    DAVID
    E. KAHAN

    DAVID
    K. LAM

    BENJAMIN
    M. ROTH

    JOSHUA
    A. FELTMAN

    ELAINE
    P. GOLIN

    51
                                            WEST 52ND STREET

    NEW
    YORK, N.Y. 10019-6150

    TELEPHONE:
    (212) 403-1000

    FACSIMILE:
    (212) 403-2000

    EMIL
                                            A. KLEINHAUS

    KARESSA
    L. CAIN

    RONALD
    C. CHEN

    BRADLEY
    R. WILSON

    GRAHAM
    W. MELI

    GREGORY
    E. PESSIN

    CARRIE
    M. REILLY

    MARK
    F. VEBLEN

    SARAH
    K. EDDY

    VICTOR
    GOLDFELD

    RANDALL
    W. JACKSON

    BRANDON
    C. PRICE

    KEVIN
    S. SCHWARTZ

    MICHAEL
    S. BENN

    ALISON
    Z. PREISS

    TIJANA
    J. DVORNIC

    JENNA
    E. LEVINE

    RYAN
    A. McLEOD

    ANITHA
    REDDY

    JOHN
    L. ROBINSON

    JOHN
    R. SOBOLEWSKI

    STEVEN
    WINTER

    EMILY
                                            D. JOHNSON

    JACOB
    A. KLING

    RAAJ
    S. NARAYAN

    VIKTOR
    SAPEZHNIKOV

    MICHAEL
    J. SCHOBEL

    ELINA
    TETELBAUM

    ERICA
    E. AHO

    LAUREN
    M. KOFKE

    ZACHARY
    S. PODOLSKY

    RACHEL
    B. REISBERG

    MARK
    A. STAGLIANO

    CYNTHIA
    FERNANDEZ LUMERMANN

    CHRISTINA
    C. MA

    NOAH
    B. YAVITZ

    BENJAMIN
    S. ARFA

    NATHANIEL
    D. CULLERTON

    ERIC
    M. FEINSTEIN

    ADAM
    L. GOODMAN

    STEVEN
    R. GREEN

    MENG
    LU

    GEORGE
                                            A. KATZ (1965–1989)

    JAMES
    H. FOGELSON (1967–1991)

    LEONARD
    M. ROSEN (1965–2014)

    OF
    COUNSEL

    ANDREW
                                            R. BROWNSTEIN

    MICHAEL
    H. BYOWITZ

    KENNETH
    B. FORREST

    BEN
    M. GERMANA

    SELWYN
    B. GOLDBERG

    PETER
    C. HEIN

    JB
    KELLY

    JOSEPH
    D. LARSON

    LAWRENCE
    S. MAKOW

    PHILIP
    MINDLIN

    THEODORE
    N. MIRVIS

    DAVID
    S. NEILL

    TREVOR
                                            S. NORWITZ

    ERIC
    S. ROBINSON

    ERIC
    M. ROSOF

    MICHAEL
    J. SEGAL

    WON
    S. SHIN

    DAVID
    M. SILK

    ELLIOTT
    V. STEIN

    LEO
    E. STRINE, JR.*

    PAUL
    VIZCARRONDO, JR.

    JEFFREY
    M. WINTNER

    AMY
    R. WOLF

    MARC
    WOLINSKY

    *
                                            ADMITTED IN DELAWARE

    COUNSEL

    DAVID
                                            M. ADLERSTEIN

    SUMITA
    AHUJA

    FRANCO
    CASTELLI

    ANDREW
    J.H. CHEUNG

    PAMELA
    EHRENKRANZ

    ALINE
    R. FLODR

    KATHRYN
    GETTLES-ATWA

    LEDINA
    GOCAJ

    ADAM
    M. GOGOLAK

    ANGELA
    K. HERRING

    MICHAEL
                                            W. HOLT

    DONGHWA
    KIM

    MARK
    A. KOENIG

    CARMEN
    X.W. LU

    J.
    AUSTIN LYONS

    ALICIA
    C. McCARTHY

    JUSTIN
    R. ORR

    NEIL
    M. SNYDER

    JEFFREY
    A. WATIKER

September 9, 2024

Via EDGAR

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

United States Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20549

Re:          Sharecare, Inc.

Schedule 13E-3 filed August 5,
2024 by Sharecare, Inc. et al.

File No. 005-91710

Preliminary Proxy Statement filed
August 5, 2024 by Sharecare, Inc.

File No. 001-39535

Dear Mr. Grady:

On behalf of Sharecare, Inc. (the “Company”),
set forth below are the Company’s responses to the letter, dated August 29, 2024, containing the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
with respect to the above referenced Schedule 13E-3 filed by the Company on August 5, 2024 (the “Schedule 13E-3”)
and the Preliminary Proxy Statement filed by the Company on August 5, 2024 (the “Proxy Statement”).

September 9, 2024

Page 2

For your convenience, the Staff’s comments
are set forth in bold and numbered to correspond to the numbers in the Staff’s letter, followed by the response on behalf of the
Company. Unless otherwise specified, page references below refer to page numbers in the Proxy Statement.

In addition, the Company has revised each of the
Schedule 13E-3 and the Proxy Statement in response to the Staff’s comments and is filing an amendment to the Schedule 13E-3 and
a revised Preliminary Proxy Statement (the “Revised Proxy Statement”) concurrently with this letter, which reflect
these revisions. Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Revised Proxy Statement.

General

 1. We note your disclosure on page 68 that “[f]ollowing
                                            completion of the Merger, there will be no further market for the shares of Sharecare Common
                                            Stock and the public warrants and, as promptly as practicable following the Effective Time
                                            and in compliance with applicable law, Sharecare Common Stock and Sharecare’s public
                                            warrants will be delisted from Nasdaq and deregistered under the Exchange Act.” In
                                            this respect, we note that the Schedule 13E-3 was filed solely with respect to Sharecare
                                            Common Stock. Please advise why Rule 13e-3 is applicable with respect to Sharecare Common
                                            Stock but not with respect to the public warrants. Alternatively, please revise.

We respectfully submit to the Staff that Rule 13e-3
is not applicable with respect to the Sharecare public warrants because there is no Rule 13e-3 transaction occurring with respect
to Sharecare public warrants at the time of the Merger. In addition, Rule 13e-3(g)(4) would exempt the application of Rule 13e-3
to the Sharecare public warrants. Specifically, the Merger affects Sharecare public warrants solely through the provisions set forth
in the instrument governing the class of security, the Warrant Agreement, as further described below, and the holder of Sharecare public
warrants makes no new investment decision with respect to the Merger.

September 9, 2024

Page 3

Rule 13e-3 does not apply to redemptions, calls or
similar purchases of an equity security by an issuer pursuant to specific provisions of the security’s governing document pursuant
to Rule 13e-3(g)(4). Under Section 4.4 of the Warrant Agreement, upon a merger of Sharecare with or into another entity or
a tender, exchange or redemption offer, each outstanding Sharecare public warrant will, automatically and without any required action
on the part of the holder, cease to represent a Sharecare public warrant exercisable for Sharecare Common Stock and will instead represent
only the right to receive an amount of cash equal to the Merger Consideration that a Sharecare public warrant holder would have received
if such Sharecare public warrant was exercised immediately prior to such merger, tender, exchange or redemption offer made to Sharecare
Common Stock holders. Therefore, as a result of Section 4.4 of the Warrant Agreement, the Sharecare public warrant is effectively
redeemed, automatically and without any required action on the part of the holder, in connection with the Merger for a right to receive
an amount in cash calculated in accordance with Warrant Agreement. Accordingly, we respectfully submit to the Staff that the exception
contained in Rule 13e-3(g)(4) is available with respect to the Sharecare public warrants and Rule 13e-3 is not applicable
with respect to the Sharecare public warrants. We have added disclosure on pages 6-7, 72, and 103-104 of the Revised Proxy Statement
describing the treatment of the public warrants pursuant to the Warrant Agreement.

 2. Please correct the cross references in the Schedule 13E-3 to
                                            a section of the proxy statement titled “Purposes and Reasons of the Purchaser Filing
                                            Parties,” which section is not in the proxy statement.

We have corrected the cross references in the Schedule
13E-3 to “Purposes and Reasons of Parent and the Altaris Filing Parties” in response to the Staff’s comment.

 3. All filers of the Schedule 13E-3 must sign the Schedule 13E-3.
                                            Please revise accordingly.

We have added signatures to the Schedule 13E-3 for all
filers in response to the Staff’s comment.

 4. Please revise the form of proxy to clearly mark it as a “Preliminary
                                            Copy.” Refer to Rule 14a-6(e)(1).

We have revised the form of proxy to clearly mark it as
a Preliminary Proxy Card in response to the Staff’s comment.

 5. Houlihan Lokey’s opinion states that the “Opinion
                                            is furnished for the use of the Committee (in its capacity as such) and, at the request of
                                            the Committee, the Board (in its capacity as such) in connection with their evaluation of
                                            the Merger and may not be used for any other purpose without our prior written consent.”
                                            Please disclose in the Schedule 13E-3, if true, that Houlihan Lokey has consented to use
                                            of its materials in the filing.

We have added disclosure on page 46 of the Revised
Proxy Statement stating that Houlihan Lokey has consented to the use of its opinion in the filing in response to the Staff’s comment.

Questions and Answers, page 15

September 9, 202

Page 4

 6. Disclosure on page 17 states that “[w]ith respect
                                            to the Compensation Proposal and the Adjournment Proposal, if you abstain from voting …
                                            such abstention will not have any effect on the outcome of the vote on the Compensation Proposal
                                            or the Adjournment Proposal (assuming a quorum is present).” However, disclosure on
                                            page 95 states that “[i]f a stockholder abstains from voting on the … Compensation
                                            Proposal or Adjournment Proposal that abstention will have the same effect as if the stockholder
                                            voted ‘AGAINST’ such proposal.” Please revise to address this apparent
                                            discrepancy.

We have revised the disclosure on page 97 of the Revised
Proxy Statement in response to the Staff’s comment to state that abstention from voting on the Compensation Proposal or the Adjournment
proposal will not have any effect on the outcome of the vote on such proposals, consistent with the disclosure on page 17 (page 18
of the Revised Proxy Statement).

Position of the Altaris Filing Parties and Parent Entities as
to the Fairness of the Merger, page 63

 7. Please revise the sentence in this section which states that
                                            “[u]nder a possible interpretation of the SEC rules governing ‘going private’
                                            transactions, each Altaris Filing Party and Parent Entity may be deemed to be an affiliate
                                            of Sharecare...” Similar disclosure appears on page 67. Given the filing persons’
                                            determination to file a Schedule 13E-3, it is inappropriate to disclaim the underlying conclusions
                                            reached by each such filing person in making the filing.

We have revised the disclosure on pages 64-65 of the
Revised Proxy Statement to state that “Under the SEC rules governing ‘going private’ transactions, each Altaris
Filing Party and Parent Entity is required to express its belief as to the fairness of the proposed Merger…” and the disclosure
on page 68 of the Revised Proxy Statement to state that “Under the SEC rules governing ‘going private’ transactions,
each of the Rollover Filing Parties is required to express its belief as to the fairness of the proposed Merger…” in response
to the Staff’s comment.

Purposes and Reasons of Parent and the Altaris Filing Parties,
page 69

 8. Refer to the disclosure on page 69 that “Parent and
                                            the Altaris Filing Parties determined to undertake the Merger at this time because Parent
                                            and the Altaris Filing Parties believe that, as a private company, Sharecare will be able
                                            to improve its ability to execute initiatives that over time will create additional enterprise
                                            value for Sharecare.” Please revise to specify the Parent and the Altaris Filing Parties’
                                            reasons for undertaking the transaction at this time, as opposed to at any other time. Refer
                                            to Item 1013(c) of Regulation M-A.

We have revised the disclosure on page 70 of the Revised
Proxy Statement to specify the reasons of Parent and the Altaris Filing Parties for undertaking the transaction at this time.

September 9, 2024

Page 5

Financing of the Merger, page 88

 9. We note your disclosure on page 88 that “Parent and
                                            Merger Sub have obtained committed financing consisting of equity financing to be provided
                                            by the Equity Investors pursuant to the terms and conditions of the Equity Commitment Letter.”
                                            In this respect, we note that the Equity Investors are themselves filers of the Schedule
                                            13E-3. Provide the disclosure required by Item 1007(a) of Regulation M-A with respect
                                            to such filers.

We have revised the disclosure on page 89 of the Revised
Proxy Statement in response to the Staff’s comment.

Selected Historical Consolidated Financial Data, page 124

 10. Consolidated financial data provided in response to Item 1010(c) of
                                            Regulation M-A must be provided for the same periods specified in paragraphs (a) and
                                            (b) of Item 1010. Please revise the Summary Consolidated Statements of Operations and
                                            Comprehensive Income (Loss) on page 125 accordingly.

We have revised the Summary Consolidated Statements of
Operations and Comprehensive Income (Loss) in response to the Staff’s comment to include