Filing Details

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Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

791,127

Sole Dispositive Power

0

Shared Dispositive Power

791,127

Accession Number:: 0001193125-23-253574
Form Type:: 13D Filing
Publication Date:: 2023-10-10 20:00:00

Filed By:: Chadwick John Huston
Company:: Sharecare Inc.
Filing Date:: 2023-10-11
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Claritas Capital Fund IV	0	791,127	0	791,127	791,127	0.2%
Claritas Dozoretz Partners	0	752,913	0	752,913	752,913	0.2%
Claritas Irby	0	279,151	0	279,151	279,151	0.1%
Claritas Opportunity Fund	0	1,860,256	0	1,860,256	1,860,256	0.5%
Claritas Opportunity Fund II	0	791,127	0	791,127	791,127	0.2%
Claritas Sharecare CN Partners	0	8,449,942	0	8,449,942	8,449,942	2.4%
Claritas Opportunity Fund IV	0	3,974,987	0	3,974,987	3,974,987	1.1%
Claritas Cornerstone Fund	0	1,339,129	0	1,339,129	1,339,129	0.4%
Claritas Sharecare	0	1,052,904	0	1,052,904	1,052,904	0.3%
Claritas Sharecare Notes	0	2,859,596	0	2,859,596	2,859,596	0.8%
Claritas Sharecare	0	1,408,834	0	1,408,834	1,408,834	0.4%
Claritas Opportunity Fund V	0	1,835,931	0	1,835,931	1,835,931	0.5%
Claritas SC Bactes Partners	0	467,217	0	467,217	467,217	0.1%
Claritas SC Partners	0	431,454	0	431,454	431,454	0.1%
Claritas Sharecare F3	0	69,544	0	69,544	69,544	14. Type of Reporting Person (See Instructions) OO Less than 0.1%
Claritas Sharecare-CS Partners	0	3,341,963	0	3,341,963	3,341,963	0.9%
Claritas Frist Partners	0	4,733,133	0	4,733,133	4,733,133	1.3%
Claritas Sharp Partners	0	1,647,665	0	1,647,665	1,647,665	0.5%
Claritas Sharecare Partners	0	487,020	0	487,020	487,020	0.1%
Claritas Irby Partners II	0	118,365	0	118,365	118,365	14. Type of Reporting Person (See Instructions) OO Less than 0.1%
Claritas Capital Management Services, Inc	0	35,629	0	35,629	35,629	14. Type of Reporting Person (See Instructions) CO Less than 0.1%
Claritas Capital	0	2,000,815	0	2,000,815	2,000,815	0.6%
Claritas Capital SLP 150 V, GP	0	9,482,006	0	9,482,006	9,482,006	2.7%
CC Partners IV	0	10,047,249	0	10,047,249	10,047,249	2.8%
CC SLP IV, GP	0	3,341,963	0	3,341,963	3,341,963	0.9%
CC SLP V, GP	0	5,321,334	0	5,321,334	5,321,334	1.5%
Claritas SCB SLP, GP	0	467,217	0	467,217	467,217	0.1%
CC Partners V	0	1,835,931	0	1,835,931	1,835,931	0.5%
Claritas Capital EGF 150 V Partners	0	1,860,256	0	1,860,256	1,860,256	0.5%
Claritas Capital EGF 150 IV Partners	0	1,278,147	0	1,278,147	1,278,147	0.4%
Claritas SC-SLP, GP	0	431,454	0	431,454	431,454	0.1%
Claritas Opportunity Fund Partners II	0	791,127	0	791,127	791,127	0.2%
John H. Chadwick	171,314	36,857,499	171,314	36,857,499	37,028,813	10.4%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Sharecare, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81948W104

(CUSIP Number)

John H. Chadwick

30 Burton Hills Boulevard, Suite 100

Nashville, TN 37215

(615) 665-8250

Copies to:

Jackie Cohen

Carolyn Vardi

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 3, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 81948W104		13D		Page 2 of 39


1.		Names of Reporting Persons. Claritas Capital Fund IV, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 3 of 39


1.		Names of Reporting Persons. Claritas Dozoretz Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 4 of 39


1.		Names of Reporting Persons. Claritas Irby, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 5 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund 2013, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 6 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund II, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 7 of 39


1.		Names of Reporting Persons. Claritas Sharecare CN Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 8 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 9 of 39


1.		Names of Reporting Persons. Claritas Cornerstone Fund, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 10 of 39


1.		Names of Reporting Persons. Claritas Sharecare 2018 Notes, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 11 of 39


1.		Names of Reporting Persons. Claritas Sharecare Notes, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 12 of 39


1.		Names of Reporting Persons. Claritas Sharecare 2019 Notes LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 13 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund V, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 14 of 39


1.		Names of Reporting Persons. Claritas SC Bactes Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 15 of 39


1.		Names of Reporting Persons. Claritas SC Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 16 of 39


1.		Names of Reporting Persons. Claritas Sharecare F3 LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

*	Less than 0.1%.


CUSIP No. 81948W104		13D		Page 17 of 39


1.		Names of Reporting Persons. Claritas Sharecare-CS Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 18 of 39


1.		Names of Reporting Persons. Claritas Frist Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 19 of 39


1.		Names of Reporting Persons. Claritas Sharp Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 20 of 39


1.		Names of Reporting Persons. Claritas Sharecare Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 21 of 39


1.		Names of Reporting Persons. Claritas Irby Partners II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

*	Less than 0.1%.


CUSIP No. 81948W104		13D		Page 22 of 39


1.		Names of Reporting Persons. Claritas Capital Management Services, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

*	Less than 0.1%.

(1)	The reporting person owns a fully vested option to purchase 35,629 shares of the Issuer for an exercise price of $1.05 per share.


CUSIP No. 81948W104		13D		Page 23 of 39


1.		Names of Reporting Persons. Claritas Capital, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

(2)	Includes 165,241 shares held in a managed account for which the reporting person has voting and investment power.


CUSIP No. 81948W104		13D		Page 24 of 39


1.		Names of Reporting Persons. Claritas Capital SLP V, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 25 of 39


1.		Names of Reporting Persons. CC Partners IV, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 26 of 39


1.		Names of Reporting Persons. CC SLP IV, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 27 of 39


1.		Names of Reporting Persons. CC SLP V, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 28 of 39


1.		Names of Reporting Persons. Claritas SCB SLP, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 29 of 39


1.		Names of Reporting Persons. CC Partners V, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 30 of 39


1.		Names of Reporting Persons. Claritas Capital EGF V Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 31 of 39


1.		Names of Reporting Persons. Claritas Capital EGF IV Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 32 of 39


1.		Names of Reporting Persons. Claritas SC-SLP, GP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 33 of 39


1.		Names of Reporting Persons. Claritas Opportunity Fund Partners II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States


CUSIP No. 81948W104		13D		Page 34 of 39


1.		Names of Reporting Persons. John H. Chadwick
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

(1)

Includes 15,648 shares of Common Stock granted to the Reporting Person in the form of Restricted Stock Units that vest on November 15, 2023, provided that Reporting Person is still serving as a director of the Issuer through that vesting date. Excludes 15,648 shares of Common Stock granted to the Reporting Person in the form of Restricted Stock Units that vest on February 15, 2024 provided that Reporting Person is still serving as a director of the Issuer through that date.


CUSIP No. 81948W104		13D		Page 35 of 39

This Amendment No. 1 (the Amendment) amends and supplements the Schedule 13D filed by the Reporting Persons on July 12, 2021 (the Original Schedule 13D and, as amended and supplemented by this Amendment, the Schedule), with respect to the Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

The penultimate paragraph of Item 2(a) of the Original Schedule 13D is amended and restated in its entirety as follows:

The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is 37,028,813, which represents approximately 10.4% of the outstanding shares of the Issuers common stock, based on an aggregate of 357,125,351 shares of Common Stock outstanding as of August 4, 2023, as reported by the Issuer in its quarterly report on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on August 9, 2023 (the Q2 2023 Form 10-Q).

Item 4. Purpose of the Transaction

Item 4 of the Original Schedule 13D is amended and supplemented by adding the following:

On October 3, 2023, Mr. Chadwick, a member of the Board of Directors of the Issuer (the Board), submitted a preliminary non-binding proposal (the Proposal) to the Board on behalf of Claritas Capital, related to the proposed acquisition, directly or indirectly, by the Reporting Persons and/or their affiliated investment funds of all of the shares of Common Stock not beneficially owned by the Reporting Persons for cash consideration of between US$1.35 and US$1.80 per share (the Proposed Transaction). Each of Mr. Chadwick and the other the Reporting Persons reserve the right to modify or withdraw the Proposal at any time for any reason, including but not limited to an inability to secure financing for the Proposal on acceptable terms or at all and the satisfactory completion of due diligence, and no binding obligation on the part of any of Mr. Chadwick, Claritas Capital, the other Reporting Persons or any of their affiliates will arise with respect to submission of the Proposal or the filing of this Statement.

The Board has not yet responded to the Proposal. Any definitive agreement entered into in connection with the Proposed Transaction would be subject to customary closing conditions, including approval by the Board, any required shareholder approvals and approval by any applicable regulatory authorities. No assurance can be given that any definitive agreement will be entered into, that the Proposed Transaction will be consummated, or that the Proposed Transaction will be consummated on the terms set forth in the Proposal. While the Proposal remains under consideration by the Board, the Reporting Persons and their affiliates expect to respond to inquiries from, and, if invited, to negotiate the terms of the Proposal with, the Board and its representatives. The Reporting Persons do not intend to update additional disclosures regarding the Proposal unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws.

The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Shares of the Issuer from The Nasdaq Stock Market LLC and other material changes in the Issuers business or corporate structure.

Item 5. Interest in Securities of the Issuer.

The first paragraph of Items 5(a) and (b) of the Original Schedule 13D is amended and restated in its entirety as follows:

(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule are incorporated herein by reference. As of October 10, 2023, the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons is 37,028,813, which represents approximately 10.4% of the outstanding shares of the Issuers common stock, based on an aggregate of 357,125,351 shares of Common Stock outstanding as of August 4, 2023, as reported in the Q2 2023 Form 10-Q. All of such shares beneficially owned by the Reporting Persons are directly held by the Claritas Entities. The other Reporting Persons may be deemed to beneficially own shares held by the Claritas Entities by virtue of their direct and indirect ownership interests in the Claritas Entities and the Managing Claritas Entities.

[signature page follows]


CUSIP No. 81948W104		13D		Page 36 of 39

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Claritas Sharecare CN Partners, LLC

Claritas Irby, LLC

Claritas Dozoretz Partners, LLC

By: Claritas Capital SLP V, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas Capital SLP V, GP


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas Opportunity Fund IV, L.P.

Claritas Cornerstone Fund, LP

By: CC Partners IV, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Frist Partners, LLC

By: CC Partners IV, LLC, its Managing Member


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

CC Partners IV, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Sharecare-CS Partners, LLC

By: CC SLP IV, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023


CUSIP No. 81948W104		13D		Page 37 of 39

CC SLP IV, GP


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas Irby Partners II, LLC

Claritas Sharp Partners, LLC

Claritas Sharecare F3 LLC

By: Claritas Capital, LLC, its Managing Member


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Capital, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Sharecare 2018 Notes, LLC

Claritas Sharecare Notes, LLC

Claritas Sharecare 2019 Notes, LLC

By: CC SLP V, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

CC SLP V, GP


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas SC Bactes Partners, LLC

By: Claritas SCB SLP, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas SCB SLP, GP


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023


CUSIP No. 81948W104		13D		Page 38 of 39

Claritas Opportunity Fund V, LP

By: CC Partners V, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

CC Partners V, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Opportunity Fund 2013, LP

By: Claritas Capital EGF V Partners, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Capital EGF V Partners, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Capital Fund IV, LP

By: Claritas Capital EGF IV Partners, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Sharecare Partners, LLC

By: Claritas Capital EGF IV Partners, LLC, its Managing Member


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Capital EGF IV Partners, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023


CUSIP No. 81948W104		13D		Page 39 of 39

Claritas SC Partners, LLC

By: Claritas SC-SLP, GP, its Managing Member


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas SC-SLP, GP


By:		/s/ John H. Chadwick
Partner
Date: October 10, 2023

Claritas Opportunity Fund II, LP

By: Claritas Opportunity Fund Partners II, LLC, its General Partner


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Opportunity Fund Partners II, LLC


By:		/s/ John H. Chadwick
Managing Member
Date: October 10, 2023

Claritas Capital Management Services, Inc.


By:		/s/ John H. Chadwick
President
Date: October 10, 2023