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CORRESP
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CORRESP

 August 7, 2023

VIA EDGAR

 Jeanne Baker

Terence O’Brien

 Securities and
Exchange Commission

 Division of Corporation Finance

Office of Industrial Applications and Services

 100 F Street,
N.E.

 Washington, DC 20549

Re:
 Sharecare, Inc.

Form 10-K filed March 31, 2023

File No. 001-39535

Ladies and Gentlemen:

 We have reviewed the comment letter dated
July 13, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) related to the Annual Report on Form 10-K of Sharecare, Inc. (the
“Company,” “we,” “our,” or “us”) for the year ended December 31, 2022, filed with the Commission on March 31, 2023 (the “Form 10-K”). In this letter,
we are providing a response to the Staff’s comments. To assist your review, we have included the text of the Staff’s comments below in italicized type followed by the Company’s response.

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

Non-GAAP Financial Measures, page 52

1.
 We note your presentation of Adjusted EBITDA, Adjusted Net Loss and Adjusted EPS and have the following
comments:

a)
 Please tell us and expand your disclosures to identify the nature of the contracts exited and the nature of
the costs incurred to exit such contracts;

b)
 You indicate that your non-operating,
non-recurring costs primarily represent the settlement of legal obligations, new business opportunities and lease terminations. Describe the legal obligations, new business opportunities and the nature of the
leases that were terminated. For each period presented, please tell us and expand your disclosures to (i) quantify the costs related to each of these categories, (ii) address the nature of the costs underlying these categories, and
(iii) quantify the material cost components underlying these categories;

c)
 You indicate that your reorganizational and severance costs primarily relate to globalizing a portion of the
workforce and severance. Separately quantify the costs incurred to globalize the workforce and the severance costs. Tell us and expand your disclosures to identify the nature of the costs underlying both categories and quantify material components;
and

d)
 Tell us and expand your disclosures to identify the nature of the acquisition-related costs incurred and
quantify the material underlying components for each period presented. Please explain why you had acquisition-related costs in 2022.

For each material cost identified in the above bullets, please tell us what consideration you gave to Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022, in determining it was appropriate to exclude these costs from your
non-GAAP measures.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises that it has considered the guidance set forth in Question 100.01 of
the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, as updated December 13, 2022 for each primary cost identified in the Staff’s comment as discussed in
each bullet below.

a)
 The line item “Net costs associated with exiting contracts” within the Company’s reconciliation
of Adjusted EBITDA and Adjusted Net Loss related only to 2022 with a cost of $3.8 million, which represents the negative gross margin (recorded in Revenue and Cost of revenue) of the Company’s Patient Centered Medical Home (PCMH) contract
with a single customer recorded in the Consolidated Statement of Operations and Comprehensive Loss. There are no other revenues, costs or charges associated with the contract that have been included in the Consolidated Statement of Operations and
Comprehensive Loss or in the reconciling item. The PCMH service involves the Company administering care plans for a health insurance payor customer’s members with chronic conditions, serious illnesses, or complex health care needs. The care
plans are administered by care managers, who are registered nurses, in coordination with and in support of the members’ primary care providers. The objective of care plan administration is to manage the chronic condition, serious illness or
other complex health care need in an effort to maintain or improve the member’s health, improve their quality of care, and mitigate future costs of care that would result absent the care plan intervention. In 2022, the Company recognized
revenue of $7.8 million under the aforementioned contract, which was offset by costs of $11.6 million, consisting primarily of care manager personnel salaries, wages, benefits and the related taxes.

During Q2 2022, the Company made the strategic decision to cease providing PCMH services to its current and all future potential customers as
discussed in its year end 2021, Q1 2022, and Q2 2022 earnings calls. Since making this decision, the Company has worked to wind down the care plan service volume and the resources needed to support the contract. At the start of the wind down in June
2022, the Company employed 107 care managers and by June 2023 that number had been reduced to 70 care managers. The Company continues to wind down the contract in a responsible way in light of considerations to patient health, and by
September 30, 2023, expects the quarterly impact to the reconciliation of Adjusted EBITDA and Adjusted Net Loss to be immaterial. The Company does not have any other contracts with customers for

PCMH services, and the Company is not seeking to provide PCMH services in their current form to other customers or potential customers. There were no material
one-time employee termination benefits charges incurred in connection with winding down the PCMH service offering.

Upon reaching this decision in Q2 2022, the value of the gross margin losses of the PCMH contract were included as an adjustment in arriving
at Adjusted EBITDA and Adjusted Net Loss as such losses no longer related to our business strategy. While there have only been gross margin losses associated with this contract since the Company began adjusting for the activity in Q2 2022, had there
been any positive gross margins associated with the contract, we would have commensurately reduced such margins from Adjusted EBITDA and Adjusted Net Loss. Because the PCMH gross margin losses are associated with a service that will no longer be
offered and is not part of the Company’s business strategy, the Company does not consider them to be normal, recurring, cash operating expenses necessary to operate the Company’s lines of business and services.

Consistent with the information provided above, we will enhance our disclosures in the Non-GAAP
Financial Measures section of the Management’s Discussion and Analysis item of our Form 10-K and 10-Q filings to identify the nature of the contract exited,
the nature of the costs incurred to exit such contract, and explain the financial statement expense line items to which this adjustment relates. Additionally, in the Components of Our Results of Operations section of the Management’s Discussion
and Analysis item of our Form 10-K and 10-Q filings, we will further address the amounts and financial statement line items to which this adjustment relates, based on
the magnitude of impact to those specific line items.

 Furthermore, we will also provide additional details of the cost components and our
rationale as to why we excluded these costs from our non-GAAP measures in consideration of Question 100.01 of the Non-GAAP Financial Measures Compliance &
Disclosure Interpretations, as updated December 13, 2022.

 Additionally, for this category we will change the line item caption to
“Net costs associated with exiting a contract” to clarify that this adjustment relates to a singular contract rather than what could have been historically interpreted as pertaining to multiple contracts. Further, we will update our
footnotes to the Non-GAAP Financial Measures tables to quantify the costs related to revenue and cost of revenue as shown below, using 2022 as an example.

For 2022, represents revenue of $7.8 million and costs of revenue of $11.6 million.

b)
 The amounts recorded for the primary categories within the line item
“Non-operating, non-recurring costs” for the years ended 2022, 2021, and 2020 are as follows:

 ($ in thousands)

2022

2021

2020

 Settlement of legal obligations

$
3,474

$
9,107

$
1,765

 New business opportunities

$
2,581

—

—

 Lease terminations

$
3,247

—

—

 ERP implementation

$
1,497

—

—

•

 Settlement of legal obligations – The reconciling item Settlement of legal obligations includes
various legal and unusual customer matters such as settlement of litigation and vendor financial distress.

•

 2022 – Settlement of legal obligations with a cost of $3.5 million was primarily driven by one
cost component of $2.4 million which was recorded in cost of revenue in the Consolidated Statement of Operations and Comprehensive Loss and is described below.

•

 Financially Distressed Vendor – In early 2022, the Company became aware of the financial difficulties
of a vendor. Without financial support from the Company, it became apparent that the vendor’s financial difficulties may result in an interruption of the Company’s service to its customers. Because the Company is committed to providing
uninterrupted service to its customers, and to minimizing the risk of such a disruption during the period, the Company began making additional, advance payments to the vendor (beyond those that were due to the vendor in association with the
Company’s service delivery to its customers). These additional payments, which were expected to be applied as a credit against any pending and future invoices payable by the Company for future services, were initially recorded as prepaid
expenses on the Company’s Consolidated Balance Sheet. Beginning in Q2 2022, the Company determined that the ongoing financial difficulties of the vendor warranted an impairment of the related prepaid assets, and all future payments were
recorded directly to expense as they were incurred. The Company ceased procuring services from the vendor in Q2 2023 and subsequent to that period no further amounts were paid. The Company has not historically had, nor does it expect to have in the
future, other vendors experiencing financial difficulties that would necessitate similar financial support. Because the costs of the additional payments made to the vendor were incremental to the costs incurred by the Company to deliver service to
its customers, the Company does not consider them to be normal, recurring, cash operating expenses necessary to operate the Company’s business.

•

 2021 – Settlement of legal obligations with a cost of $9.1 million was primarily driven by two
charges:

•

 Post-Acquisition Contract Termination – This settlement with a cost of $3.3 million was recorded
in “Product and technology” operating expenses in the Consolidated Statement of Operations and Comprehensive Loss and is related to the termination of a contract in connection with integration activities from a prior acquisition. Following
the acquisition, the Company determined that the acquired contract was unnecessary for the continued operation of the acquired business due to insourcing by the Company of the applicable services. Therefore, the underlying services of this contract
were deemed unnecessary for the Company’s business in the post-acquisition period and the Company took steps to exit the contract. The Company’s exiting of this contract resulted in the counterparty’s claim of breach of contract for
alleged non-payment of fees owed in connection with such exit. The Company ultimately resolved this case through legal settlement without admission of liability. Given this settlement related to a contract
assumed in an acquisition and exited in connection with integration activities as it was not necessary for the Company’s operations post-acquisition, this settlement does not represent recurring costs for the Company’s operations. The
Company does not consider these expenses to be normal, recurring, cash operating expenses necessary to operate the Company’s business.

•

 Sponsorship agreement settlement – This settlement with a cost of $5.0 million was recorded in
“General and administrative” operating expenses in the Consolidated Statement of Operations and Comprehensive Loss and related to the settlement of a threatened legal matter that arose from a change of control provision contained in a
sponsorship agreement in connection with the Business Combination (as defined in the Company’s 2022 Form 10-K). This matter had unique facts and circumstances that are not tied to the Company’s
operations. Specifically, as previously disclosed in the Company’s Registration Statement on Form S-4 filed in connection with the Business Combination, the contract contained a provision that required
payment to the counterparty upon certain qualifying liquidity events such as a change of control. While the Company did not believe the Business Combination trigged the provision, the counterparty disputed this position. In order to resolve the
dispute, the Company and the counterparty agreed to settle the matter for $5.0 million. As this dispute was triggered by the Business Combination and the Company received no additional services for this payment, this is a one-time event, and the settlement does not represent a recurring cost for the Company’s operations. The Company does not consider these expenses to be normal, recurring, cash operating expenses necessary to
operate the Company’s business.

•

 2020 Settlement of legal obligations with a cost of $1.8 million. The main driver of the cost
component was one settlement:

•

 Class action litigation – This obligation with a cost of $0.9 million was
recorded in “General and administrative” operating expenses in the Consolidated Statement of Operations and Comprehensive Loss and is related to a class action lawsuit that became the Company’s responsibility from an acquisition.
Sharecare’s management team was not in a decision-making or strategic capacity at the time of the circumstances that gave rise to the lawsuit occurred, nor at the time that the lawsuit was filed, all of which occurred prior to Sharecare’s
acquisition. In addition, the Company is subject to class action lawsuits infrequently and the facts and circumstances with respect to this particular class action case were unique and not attendant to the Company’s normal and continued
business activity. As such, this settlement does not represent recurring legal activities for the Company’s operations. The Company does not consider these expenses to be normal, recurring, cash operating expenses necessary to operate the
Company’s business.

 Additionally, for this category we will change the line item caption to “Settlement of
legal and contractual obligations” to clarify the nature of this adjustment to the reconciliation of Adjusted EBITDA and Adjusted Net Loss for future filings.

•

 New business opportunities – New business opportunities expense related only to 2022 with a cost of
$2.6 million, all of which was recorded in “General and administrative” operating expenses in the Consolidated Statement of Operations and Comprehensive Loss. This expense was driven by the Company’s strategic review process as
announced in the Q2 2022 earnings release. The Company announced the decision to conduct a strategic review of its business and various components thereof, including extensive work with financial and other advisers to evaluate all potential options
to maximize shareholder value including mergers and acquisitions, divestitures, new lines of business, etc. These costs consisted of fees incurred from consulting firms engaged to conduct a strategic review with respect to the Company’s
businesses, including the opportunities for possible substantial shifts in strategy and revised business plans. The strategic review process was completed