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CORRESP
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CORRESP

 September 29, 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
September 6, 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 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.

We acknowledge the Staff’s comment, and we will ensure to provide accurate line-item headings and sufficiently detailed disclosures
regarding the nature of each material adjustment for non-GAAP measure adjustments in future filings.

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
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.

 In
response to the Staff’s comment, while the Company continues to believe that the exclusion of “Net costs associated with exiting a contract” (negative gross margin) of our PCMH contract from the calculation of Adjusted EBITDA and
Adjusted Net Loss is beneficial to investors’ understanding of the Company’s business and results of operations, the Company will revise its disclosure going forward in future filings in order to remove the addback for “Net costs
associated with exiting a contract” (i.e. gross margin losses) from its presentation of Adjusted EBITDA and Adjusted Net Loss. Furthermore, any discussion of the impact of this contract on our results of operations will accurately address the
nature of the impact and present the impact of the contract on gross margins for 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.

In response to the Staff’s comment, while the Company continues to believe that the exclusion of the aforementioned costs from the
calculation of Adjusted EBITDA and Adjusted Net Loss is beneficial to investors’ understanding of the Company’s business and results of operations, the Company will revise its disclosure going forward in future filings in order to remove
the addback for these costs from its presentation of Adjusted EBITDA and Adjusted Net Loss.

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;

 The reorganization and severance amounts expensed in the sales and marketing, product and
technology, general and administrative, and cost of revenue line items for the year ended December 31, 2022, are as follows (in thousands):

Sales and
Marketing

General and
Administrative

Product
and
Technology

Cost of
Revenue

Total

 Reorganization

$
1,255

$
4,920

$
5,544

$
753

$
12,472

 Severance

$
384

$
362

$
433

$
29

$
1,208

 Total

$
1,639

$
5,282

$
5,977

$
782

$
13,680

•

 Separately quantify the material components of the $12.5 million, including salary,
benefits, equity and bonus compensation, and other employee costs;

 The material cost components of the
$12.5 million of reorganization costs for the year ended December 31, 2022, are salary of $8.4 million, benefits of $1.3 million, and cash bonus of $0.5 million. Approximately $2.4 million relates to other
reorganizational costs described in further detail below which consist primarily of lease expense.

•

 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);

 In response to the
Staff’s comments and in consideration of the guidance set forth in Question 100.01 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, as updated
December 13, 2022, the Company has quantified and explained the nature of the $12.5 million reorganizational costs into three categories detailed below. Based on our understanding of the Staff’s view of normal periodic costs, which
was provided to us in our August 30, 2023 conference call, we have determined that $2.9 million of costs that were included in the $12.5 million of reorganizational costs and consisted primarily of lease expense for the facilities
that were under-utilized due to globalization efforts, and other employee costs that were not directly related to offshoring efforts. Accordingly, we will no longer include these amounts as part of the reorganization and severance addback in the
presentation of Adjusted EBITDA and Adjusted Net Loss in future filings.

 For the $9.6 million remainder of the $12.5 million of
reorganizational costs, we evaluated the facts and circumstances underlying the remaining two categories of costs in light of the Staff’s comments and the guidance set forth in Question 100.01 of the Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Our evaluation included the determination of whether the costs were normal cash operating expenses relative to the Company’s operations, revenue
generating activities, business strategy, and industry and regulatory environment consistent with the Staff’s guidance. We further evaluated the frequency of occurrence of these expenses to determine whether they were recurring. We have
documented these considerations for further clarification below.

 We evaluated the facts and circumstances of our expenses incurred during the period as they
relate to changes in our business strategy and determined that through its transformative globalization initiative, the Company is effecting the following changes in its business strategy:

•

 The Company is implementing a global workforce infrastructure that is flexible, scalable and will support our
future growth plans. The Company has grown rapidly in recent years. To continue growing and to execute our plans to expand into additional new products, markets, and meet the challenges of an ever-evolving and increasingly complex (e.g.
interoperability) business, we will need our workforce to adapt quickly in response to changes in our needs for worker headcount and/or diverse skillset needs (e.g., as new opportunities arise or as priorities change). A global workforce with unique
skills, and the use of shared service centers, will enable these capabilities and help us accelerate project delivery via a continuous work cycle, which we have not previously possessed.

•

 The global workforce will also enable us to mitigate workforce and operational risks. Utilizing a global talent
pool will diversify key elements of our operations and reduce our risk of unforeseen events, such as natural disasters, political instability, or economic downturns in a particular region. We will also be able to mitigate the risks of sourcing
specific skills and/or expertise that can be more difficult to source if our workforce is limited to one or a few geographic locations.

•

 Using a global, shared service center model will enable us to run the operations for an extended time across
different time zones and be more responsive to our customers, and potential customers’ round-the-clock requirements. As we’ve recently gained more exposure to
large, multinational customers it has become increasingly important to be responsive on a continuous basis. The global workforce will better enable us to execute on our efforts to continue to pursue large, multinational customers as part of our
growth plan.

 We have also further described the nature of the costs that the Company considered to not be recurring or
normal periodic employee costs due to their duplicative and/or transformational nature.

•

 Duplicative employee costs: $7.7 million of the $9.6 million reorganizational costs represent employee
cash costs for duplicative roles that have been replaced with our offshoring resources as part of the Globalization and Cost Savings undertaking. Such costs represent the costs of employees that were

identified to be terminated and for which the service personnel were in place offshore, resulting in a duplicate cost. During the period these costs were incurred, the duplicate employees were no
longer contributing to or associated with our normal operations as the activities performed by their roles were transferred offshore. The Company will not continue to incur such costs after the center is fully operational which is expected to be
near the end of 2023.

 Our determination that the duplicate employee costs are not normal, operating expenses was based
on the following:

•

 The duplicate costs did not create additional outputs or otherwise benefit the Company’s operations beyond
those outputs and benefits that were generated by the single offshore employee/role. That is, the duplicate costs did not generate additional personnel capacity or outputs relevant to the role (e.g., additional management oversight was not created
by duplicate G&A roles; additional software production was not created by duplicate Product and Technology roles). Therefore, the Company’s normal operations did not benefit from the costs incurred for the duplicate roles. Further, the
costs of the single, in-place offshore role, which are attributable to the Company’s normal operations, are excluded from the non-GAAP adjustment amount.

•

 The duplicate costs did not result in additional revenue generating activities or capacity beyond that produced
by the single offshore employee/role. As described above, the duplicate role costs are temporary in nature and necessary to transition from our domestic workforce to a diversified, global workforce. The duplicate roles themselves are not designed to
generate additional revenue activity or revenue generating capacity for our business.

•

 As described above, the duplicate costs themselves are not representative of our historical or long-term business
strategy. However, it is necessary to incur such duplicate costs temporarily to carry out the transition to a global workforce that is required to execute our future business strategy. The resulting global workforce will address our long-term
strategic needs for a flexible, scalable workforce that mitigates our workforce risks and enables us to be more responsive to our growing portfolio of multinational customers.

The Company considered whether there were any industry or regulatory factors relevant to its determination that the duplicate employee costs
are not normal, operating expenses, but none were identified.

 The Company will effect the transition of approximately 570 roles from its
domestic workforce to the new global shared service center. These roles represent 16% of our workforce. The transition process to move the roles to the global shared service center is occurring in phases over the project timeline which is expected
to be completed near the end of 2023.

•

 Transformational employee costs: $1.9 million of the $9.6 million reorganizational costs represent
employee costs associated with effecting our transformational Globalization and Cost Savings undertaking. The cost of these employees was related to the development and implementation of our transformational Globalization and Cost Savings strategy,
project plan, and timeline.

•

 The $1.9 million of costs represent incremental internal costs expended by specifically identified personnel
whose time was tracked to quantify and record the expense related to the transformative aspects of our global workforce initiative, similar to the activities for which we would engage a third-party, and do not include costs necessary to operate or
support our normal business operations. Such efforts included:

•

 Determining the workforce globalization project scope, detailed project plan, and timeline

•

 Determining the future-state organization structure and the location (domestic vs. offshore) of front-line,
management and executive roles affected by the plan

•

 Conducting the request for proposal process to select third-party workforce vendors to support the Company in
deployment of the global workforce

•

 Developing detailed policies, practices, protocols, and manuals to be implemented by the offshore workforce and
by those responsible for domestic oversight in the future-state global organization

•

 Onboarding and conducting initial training of local offshore workforce trainers and management personnel
responsible for rollout of training and policies, practices, protocols and manuals to offshore front-line

•

 The normal level of employee costs associated with non-transformative
aspects of the Company’s functions/departments affected by the Globalization and Cost Savings undertaking are expected to be maintained. Accordingly, these expenses have not been included in the reconciling items to arrive at Adjusted EBITDA
and Adjusted Net Loss.

•

 Our determination that the transformational costs are not normal, operating expenses was based on the following:

•

 The employee costs expended on the global workforce transformation did not create additional outputs or otherwise
benefit the Company’s operations in the period. That is, the costs of emplo