Clover Health 2021 De-SPAC (Social Capital Hedosophia Holdings Corp. III)

Scope and status

An integrated analysis covering the formation and initial public offering of Social Capital Hedosophia Holdings Corp. III in 2020 through the completion of its business combination with Clover Health in January 2021. Under the coverage policy the SPAC IPO does not receive a separate page.

The record is built from the SPAC’s IPO prospectus and closing Form 8-K, the Form S-4 and the SEC staff’s review of it, the definitive proxy statement, the completion Form 8-K, the annual reports for 2020 through 2024, the quarterly earnings releases furnished on Form 8-K, the SEC’s XBRL company facts and a daily closing price series.

This transaction was the subject of subsequent public allegations, a company response, an SEC investigation and securities and derivative litigation. All of that is set out below from the company’s own filings. The article that prompted it has not been obtained, so its contents are described only as the company’s filings describe them and no claim in it is adopted here.

Transaction snapshot

Transaction perimeter and entity history

The registrant is continuous. Social Capital Hedosophia Holdings Corp. III was incorporated as a Cayman Islands exempted company under CIK 0001801170 and was renamed Clover Health Investments, Corp. at closing; the EDGAR submissions record shows the former name in effect from January 31, 2020 to January 7, 2021. [S007, formerNames]

As with its sibling vehicle, the listing venue changed at closing: SCH’s securities ceased trading on the New York Stock Exchange and Clover Health’s Class A common stock and redeemable warrants were registered on Nasdaq under the symbols CLOV and CLOVW.

[S006, cover page] [S006, Introductory Note]

Stage one: the SPAC initial public offering

The prospectus cover offered 72,000,000 units at $10.00 per unit for $720,000,000, with an over-allotment option. Each whole warrant was exercisable at $11.50 per share.

[S001, cover page]

The IPO closing Form 8-K states the outcome directly: 82,800,000 units were sold on April 24, 2020, including 10,800,000 units issued on exercise of the underwriters’ over-allotment option, generating gross proceeds of $828,000,000, all of which was placed in trust.

[S019, Item 8.01 Other Events: 82,800,000 units sold on April 24, 2020 including 10,800,000 units issued on exercise of the underwriters' over-allotment option, gross proceeds of $828,000,000]

The over-allotment was the full 15% of the 72,000,000-unit base offering. [C050]

Two figures in the completion Form 8-K corroborate it. The trust balance immediately prior to closing was $827,868,299.90, consistent with $828.0 million funded at $10.00 per share against 82,800,000 units. And 38,533,271 warrants were outstanding, against 38,533,333 implied by 82,800,000 units at one-third per unit plus 10,933,333 private placement warrants; the 62-warrant difference reflects rounding of fractional warrants.

[S006, Introductory Note] [C010]

Item	Amount
Units sold, including full over-allotment [C010]	82,800,000
Gross proceeds placed in trust	$828,000,000
Trust funding per public share [C001]	$10.00
Founder shares subscribed by the sponsor	17,250,000, later increased by share capitalization
Aggregate founder share subscription price	$25,000
Private placement warrants purchased by the sponsor	10,933,333 at $1.50 each, $16,400,000 in aggregate
Deferred underwriting commissions [S001, cover page footnotes]	$28,980,000 if the over-allotment was exercised in full

Source. Terms as stated in the initial public offering prospectus. [S001, Summary of the Prospectus — The Offering]

Deferred underwriting commissions were 3.5% of gross IPO proceeds and were payable only on completion of a business combination. [C002]

In March 2020 the sponsor transferred 100,000 founder shares to each of Jacqueline D. Reses and Dr. James Ryans at the original per-share purchase price.

[S001, Summary of the Prospectus — The Offering]

Stage two: the business combination

The PIPE subscription agreements were entered into on October 5, 2020, and the transaction closed on January 7, 2021. [S006, Introductory Note — Pipe Investment]

Redemptions

Holders of 24,892 SCH Class A ordinary shares exercised their redemption right in connection with the special meeting held January 6, 2021, at a price of $10.0141613 per share, for an aggregate of $248,955.25. On the stated share count that is 0.030% of the 82,800,000 public shares.

[S006, Introductory Note] [C016]

The redemption rate is the figure that most directly determines how much of the trust survived to the closing balance sheet. Its practical effect here was that essentially the entire trust, $827,868,299.90, was available immediately prior to closing.

[S006, Introductory Note]

Application of the trust

The completion Form 8-K states that the trust cash balance “was used to pay the $499,751,044.75 cash component of the merger consideration.” [S006, Introductory Note]

The two uses of trust cash differ in who received the money. Of the $827.87 million in trust, approximately 60.4% was paid to existing holders of Clover Health equity as the cash component of the merger consideration. [C013]

The residual, before deducting the $28,980,000 of deferred underwriting commissions and any other transaction expenses, was $328,117,255.15. [C014]

That residual figure is stated as a subtraction of two disclosed numbers, not as a statement of net cash delivered to the operating company. Transaction expenses other than the deferred underwriting commissions are not disclosed in the completion Form 8-K, so a complete net-cash reconciliation is not yet possible and none is asserted here.

Capitalization at closing

Immediately after giving effect to the transactions and the PIPE investment, there were 143,475,108 shares of Class A common stock, 260,965,701 shares of Class B common stock and 38,533,271 warrants outstanding, 404,440,809 shares in total.

[S006, Introductory Note] [C011]

Fully diluted capitalization

Four equity plans took effect at or immediately before closing. Two of them, the Management Incentive Plan and the Pre-Closing Founder Grants, were granted in full on the closing date to the chief executive officer and the president, so their reserves are awards outstanding rather than capacity held in reserve.

Instrument	Shares	Class
Shares outstanding at closing [C011]	404,440,809	A and B
Warrants exercisable at $11.50 [S006, Introductory Note]	38,533,271	A
2020 Equity Incentive Plan reserve [S006, Item 5.02: 30,641,401 shares of Class A Common Stock issuable under the 2020 Equity Incentive Plan]	30,641,401	A
2020 Employee Stock Purchase Plan reserve [S006, Item 5.02: 2,785,582 shares of Class A Common Stock issuable under the 2020 Employee Stock Purchase Plan]	2,785,582	A
Management Incentive Plan, granted in full at closing [C054]	33,426,983	B
Pre-Closing Founder Grants under the 2014 Plan [C055]	10,746,872	B
Fully diluted [C051]	520,574,918

Source. Component counts as reported in the closing Form 8-K; the total is summed on this site. Warrants and plan reserves are counted in full, without treasury-method netting, so this is the maximum share count the instruments outstanding at closing could produce.

Basic shares outstanding at closing were 0.7769 times the fully diluted count. [C052] Exercising every warrant would deliver $443,132,617 to the company. [C053]

Equity awards and reserves account for 14.91% of the fully diluted count. [C056] Of the 77,600,838 shares those four plans cover, 44,173,855 were granted to two individuals on the closing date under the Management Incentive Plan and the Pre-Closing Founder Grants, and all of them are Class B shares carrying ten votes each.

[S006, Item 5.02: 33,426,983 shares of Class B Common Stock issuable under the Management Incentive Plan, granted in full at closing as 22,284,655 RSUs to Mr. Garipalli and 11,142,328 to Mr. Toy] [S006, Item 5.02: Pre-Closing Founder Grants under the 2014 Plan of performance-based RSUs covering 7,164,581 Class B shares to Mr. Garipalli and 3,582,291 to Mr. Toy]

That bears on the dual-class analysis below: the awards, if they vest and settle, add to the Class B count and so to the voting concentration measured there.

Most of those awards carry performance conditions tied to the share price. The Garipalli performance-based RSUs vest half at a 90-day volume-weighted average price of $20 and half at $25, and the Toy performance-based RSUs vest in full at $20, in each case within five years of closing.

[S006, Item 5.02: Pre-Closing Founder Grants under the 2014 Plan of performance-based RSUs covering 7,164,581 Class B shares to Mr. Garipalli and 3,582,291 to Mr. Toy]

The count above includes them in full, so it is an upper bound.

The dual-class structure

Class B common stock carries 10 votes per share and Class A one vote per share.

[S010, Risk Factors]

At closing	Shares	Share of shares	Votes	Share of votes
Class A [C029]	143,475,108	35.47%	143,475,108	5.21%
Class B [C028] [C027]	260,965,701	64.53%	2,609,657,010	94.79%
Total [C011]	404,440,809	100%	2,753,132,118	100%

Source. Share counts as reported in the closing Form 8-K. Votes are ten per Class B share and one per Class A share under the certificate of incorporation; the vote counts and both percentage columns are computed on this site. [S006, Introductory Note]

Public SPAC shareholders and PIPE investors received Class A. Holding 35.47% of the shares, that class carried 5.21% of the votes at closing.

Two features of the structure govern how long it persists. Class B converts to Class A on transfer, subject to limited exceptions such as certain estate-planning transfers, so the class shrinks as holders sell. And the disclosed control condition holds so long as 65,240,552 Class B shares remain outstanding, which is 25.00% of the Class B outstanding at closing: the class can fall to a quarter of its closing level before that condition ceases to be met.

[S010, Risk Factors] [C030]

At December 31, 2024 the company reported that its directors, executive officers and their affiliates held 72.0% of the voting power of its capital stock.

[S010, Risk Factors]

The PIPE, and the sponsor’s participation in it

PIPE investors were issued 40,000,000 shares of Class A common stock for an aggregate purchase price of $400 million, or $10.00 per share, under subscription agreements entered into on October 5, 2020.

[S006, Introductory Note — Pipe Investment] [C017]

Of those 40,000,000 shares, 15,500,000, or 38.75% of the PIPE, were purchased by affiliates of SCH Sponsor III LLC, whom the filing defines as the Sponsor Related PIPE Investors. At $10.00 per share that is $155 million.

[S006, Introductory Note — Pipe Investment] [C018] [C019]

This materially changes the sponsor economics set out below. Measured on total cash committed, sponsor-side capital in this transaction was approximately $171.4 million: $25,000 for founder shares, $16.4 million for private placement warrants and $155 million subscribed in the PIPE on the same terms as third-party investors.

[C020]

Two qualifications belong with that figure. The PIPE shares were bought at $10.00, the same price paid by every other PIPE investor, so they carried no discount. And the purchasers were affiliates of the sponsor, not the sponsor entity itself.

The proxy identifies one of them by relationship. It discloses that SCH’s chief executive officer has an indirect economic interest in the transaction through his affiliation with an entity that was to receive 10,000,000 shares of Class A common stock as a Sponsor Related PIPE Investor, and separately through his affiliation with an entity that made a passive investment of approximately $500,000 in Clover in 2015, whose 147,697 shares of Clover common stock were to convert into an estimated 209,426 shares of Class B common stock on a no-redemption basis.

[S005, Interests of SCH's Directors and Executive Officers in the Business Combination: Mr. Palihapitiya's indirect economic interest through an entity that made a $500,000 passive investment in Clover in 2015 and an entity that will receive 10,000,000 shares as a Sponsor Related PIPE Investor]

Item	Amount
PIPE shares	40,000,000
Shares to Sponsor Related PIPE Investors [C018]	15,500,000
Of which, to an entity affiliated with SCH's chief executive officer	10,000,000
That entity's share of the Sponsor Related PIPE Investor shares [C049]	64.52%
That entity's share of the whole PIPE [C047]	25.00%
Subscription attributable to that entity at $10.00 [C048]	$100,000,000

Source. Share counts from the subscription agreements as described in the proxy and the resale registration statement; the percentages and the dollar subscription are computed on this site. [S006, Introductory Note — Pipe Investment] [S022, Selling Securityholders table]

The proxy names no Sponsor Related PIPE Investor. The resale registration statement filed on January 13, 2021 does, and the three holdings reconcile exactly to the 15,500,000 shares.

Holder	Shares	Control stated in the registration statement
ChaChaCha SPAC C LLC	10,000,000	SCH's chief executive officer has voting and investment control
Hedosophia Public Investments Limited	5,000,000	SCH's president is one of three directors sharing voting and dispositive power
CH Capital SPV LLC	500,000	Jeff Lo has voting and investment control
Total [C018] [C062]	15,500,000

Source. Holdings and control statements reproduced from the selling securityholders table and its footnotes; the total is summed on this site and reconciles to the 15,500,000 Sponsor Related PIPE Investor shares. [S022, Selling Securityholders table: ChaChaCha SPAC C LLC 10,000,000 shares; Hedosophia Public Investments Limited 5,000,000 shares; CH Capital SPV LLC 500,000 shares; SCH Sponsor III LLC 20,500,000 shares and 10,933,333 private placement warrants] [S022, Selling Securityholders footnote 2: Mr. Palihapitiya beneficially owns shares held by ChaChaCha SPAC C LLC by virtue of his voting and investment control, and all such shares are pledged to Credit Suisse AG, New York Branch as collateral for a loan agreement] [S022, Selling Securityholders footnote 19: Ian Osborne, Iain Stokes and Rob King each serve on the board of Hedosophia Public Investments Limited and share voting and dispositive power over its shares]

Two of the three are controlled by the individuals who together control the sponsor: the same two are named as holding shared voting and investment control over SCH Sponsor III LLC. The registration statement also discloses that all shares held by ChaChaCha SPAC C LLC are pledged to Credit Suisse AG, New York Branch as collateral for a loan agreement.

[S022, Selling Securityholders footnote 2: Mr. Palihapitiya beneficially owns shares held by ChaChaCha SPAC C LLC by virtue of his voting and investment control, and all such shares are pledged to Credit Suisse AG, New York Branch as collateral for a loan agreement]

The registration statement does not state that the economic interests of the sponsor entity and these three holders are common, and this analysis does not assume they are. What it establishes is common control of the voting and investment decisions over 15,000,000 of the 15,500,000 shares.

The registrant set out the same split proportionally in correspondence with the SEC staff, stating that PIPE shares to be purchased by existing directors, officers or equityholders of the sponsor and the sponsor’s affiliates would equal approximately 3.5% of shares outstanding against approximately 5.5% for all other PIPE investors, and that there were 29 PIPE offerees in total, counting affiliated funds as one.

[S017, Comment 3 and response: the Section 4(a)(2) analysis, 29 PIPE offerees counting affiliated funds as one, and the PIPE shares to be purchased by persons who are existing directors, officers or equityholders of the sponsor and the sponsor's affiliates equalling approximately 3.5% of shares outstanding against 5.5% for all other persons]

Sponsor economics

Item	Amount
Founder share subscription	$25,000
Private placement warrant purchase	$16,400,000
Total sponsor cash at risk [C006]	$16,425,000
Founder shares implied by a fully exercised over-allotment [C003]	20,700,000
Cost per founder share [C004]	$0.0012
Value of founder shares at $10.00 [C005]	$207,000,000
Ratio of founder share value to cash at risk [C007]	12.60x
Founder shares as a percentage of total shares outstanding at closing [C012]	5.12%
PIPE shares subscribed by sponsor affiliates [C019]	15,500,000 ($155,000,000)
Total sponsor-side cash committed, including the PIPE [C020]	$171,425,000

Source. Subscription amounts as stated in the offering prospectus; the per-share cost, the value at trust price and both ratios are computed on this site. Value at $10.00 is the trust value per public share, not a market price, and the founder shares were subject to lock-up at closing. [S001, Summary of the Prospectus — The Offering]

This was the largest of the three Social Capital Hedosophia vehicles examined in this repository by trust size, and correspondingly the largest by founder share count and by sponsor cash at risk. The ratio of founder share value to sponsor cash at risk, at 12.60x, sits between the other two.

It is also the only one of the three in which sponsor-side capital was committed at the transaction price alongside third-party investors. The $155 million PIPE subscription is an order of magnitude larger than the $16.4 million of private placement warrants and is not subject to the promote mechanics at all; it was bought at $10.00 per share on the same terms as everyone else in the PIPE. Any assessment of sponsor alignment in this transaction that considers only the $25,000 founder share subscription omits the larger part of the position.

[C019] [C020]

The comparison across the three vehicles is available because each was structured on the same terms: founder shares at 20% of post-IPO issued shares for $25,000, private placement warrants at $1.50, and deferred underwriting commissions at 3.5% of gross proceeds. The differences in outcome between them arise from transaction structure and subsequent performance, not from differences in sponsor terms.

Subsequent trading performance

Prices are unadjusted official closing prices unless a distribution or split requires adjusted prices. Where a target date is not a trading day, the next trading day is used.

No split occurred over this window, so prices as traded and prices as adjusted are identical.

[S008, daily closing series]

The shares closed the first post-combination session at $16.02, 60.2% above the $10.00 trust value per public share, and at $3.16 twelve months later, 68.4% below it. Over the same twelve months the S&P 500 returned 23.0%, giving a relative return of −91.4 percentage points, the widest of the three Social Capital Hedosophia transactions in this repository.

[S008, daily closing series]

The one-month observation of $12.37 falls after the February 2021 article referred to in the scope note above. This analysis does not attribute any part of the price path to that article or to any other cause; a return series is not evidence of causation.

Outcome to date

The combination closed five years and seven months before this analysis date. The figures below run to the close on July 31, 2026, the latest completed session.

[S008, daily closing series]

Measure	Value
Close, July 31, 2026 [S008, daily closing series]	$4.17
Highest close since the combination [S008, daily closing series]	$22.15 on June 8, 2021
Decline from that high [C066]	(81.17%)
Return to a public SPAC shareholder who did not redeem [C063]	(58.30%)
Return from the first post-combination close [C064]	(73.97%)
Compound annual return over 5.56 years [C065]	(14.56%)
S&P 500 over the same period [S008, S&P 500 daily closing series]	+96.90%

Source. Returns computed on this site from the daily closing series. The $10.00 basis is the trust value per public share at the vote, which is what a holder gave up by not redeeming.

The high of $22.15 came on June 8, 2021, five months after closing and four months after the February article, so the price path is not monotonic and the low point was not the end of it. The close on July 31, 2026 is above the twelve-month observation of $3.16.

The redemption decision

Redemptions here were 0.030% of the public float. [C016] The alternative can now be valued.

$10.00 at the vote	Value on July 31, 2026
Redeemed and invested in the S&P 500 [C067]	$19.69
Left in the shares [C068]	$4.17
Ratio [C069]	4.72 times

Source. Computed on this site. The redemption branch assumes the $10.00 was reinvested in the index on the redemption date and held; the holding branch assumes the share was kept throughout. Neither branch charges tax or transaction costs.

Dilution since closing

	Shares
Outstanding at closing, January 7, 2021 [C011]	404,440,809
Outstanding at May 1, 2026 [C070]	526,684,324
Growth [C071]	+30.23%

Source. The May 1, 2026 count is the sum of the two classes on the cover page of the most recent quarterly report, 430,969,398 Class A and 95,714,926 Class B. [S023, Cover page: 430,969,398 shares of Class A common stock and 95,714,926 shares of Class B common stock issued and outstanding at May 1, 2026]

This is the lowest dilution of the three. The Class B count has fallen from 260,965,701 at closing to 95,714,926, and the Class A count has risen from 143,475,108 to 430,969,398, which is consistent with the conversion feature described under the dual-class structure above operating over the period.

Market capitalization against the cash the transaction delivered

The combined company retained $715,445,000 of cash at closing, after the $499,751,045 cash component of the merger consideration was paid out. Its equity is now worth $2,196,273,671, which is 3.0698 times that. [C072] [C073]

Post-closing operating results

The condensed statements below are the reported figures on the company’s current basis, taken from its XBRL tagging and traced per line to the filing each figure came from. They cover the year before the combination through the most recent completed year, so the pre-transaction baseline and every subsequent year sit in one place.

	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020
Revenue	1,924,308	1,371,131	1,260,543	1,096,552	1,471,996	672,888
Gross profit	—	—	257,332	70,243	(79,182)	—
Operating expenses	2,009,837	1,416,880	1,465,872	1,383,216	2,108,988	765,595
Operating income (loss)	(85,529)	(45,749)	(205,329)	(286,664)	(636,992)	(92,707)
Income (loss) before income taxes	(85,549)	(43,009)	(213,361)	—	—	—
Income tax expense (benefit)	0	0	0	0	0	0
Net income (loss)	(85,549)	(43,009)	(213,361)	(339,567)	(587,756)	(136,392)

Source. Reproduced from the issuer's reported figures, traced per line to accessions 0001801170-23-000015, 0001801170-24-000064, 0001801170-24-000234, 0001801170-25-000052, 0001801170-26-000057. [S009, us-gaap Revenues, GrossProfit, OperatingExpenses, OperatingIncomeLoss, IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest, IncomeTaxExpenseBenefit, NetIncomeLoss, periods ending 2020-12-31 through 2025-12-31]

As most recently reported. Where a period was re-presented in a later filing, the later figure is shown and the provenance names the filing it came from.

Condensed to the principal subtotal lines. The complete statement is longer, and a line shown as blank for a period was not separately reported for that period.

	FY2025	FY2024	FY2023	FY2022	FY2021	FY2020
Cash and cash equivalents	78,301	194,543	122,863	103,791	299,968	92,348
Total current assets	307,855	343,124	427,970	624,997	752,546	189,782
Operating lease right-of-use assets	—	—	3,382	4,025	5,367	7,882
Total assets	541,011	580,742	570,671	808,620	950,804	267,252
Total current liabilities	208,823	213,516	261,115	431,507	371,901	164,228
Operating lease liabilities	3,296	3,327	4,663	5,860	7,889	—
Total liabilities	232,307	239,599	284,277	451,733	410,764	432,698
Total stockholders' equity (deficit)	308,704	341,143	286,394	356,887	535,414	(617,096)

Source. Reproduced from the issuer's reported figures, traced per line to accessions 0001801170-22-000015, 0001801170-23-000015, 0001801170-23-000038, 0001801170-24-000064, 0001801170-24-000234, 0001801170-25-000052, 0001801170-26-000057, 0001801170-26-000122. [S009, us-gaap CashAndCashEquivalentsAtCarryingValue, AssetsCurrent, OperatingLeaseRightOfUseAsset, Assets, LiabilitiesCurrent, OperatingLeaseLiability, Liabilities, StockholdersEquity, StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest, periods ending 2020-12-31 through 2025-12-31]

Assets and liabilities are shown at the subtotal level. Operating lease balances are listed separately because they are excluded from funded debt in the valuation sections on this site.

Revenue rose from $672.9 million in 2020 to $1.924 billion in 2025. The company reported a net loss in every year of the period, though the loss narrowed substantially after 2021: from $587.8 million in 2021 to $43.0 million in 2024, before widening to $85.5 million in 2025.

[S009, FY2020-FY2025 revenue and net income]

Two figures are large restatements: 2022 revenue was restated from $3,476,687,000 to $1,096,552,000 and 2023 revenue from $2,033,720,000 to $1,260,543,000.

[S009, FY2022 and FY2023 revenue, prior reports]

The cause is a change in presentation, not an error. Clover Health participated in the CMS ACO REACH Model. On December 1, 2023 it notified CMS that it would not participate for the 2024 performance year. As of January 1, 2024 that line of business met the definition of discontinued operations, and prior periods were conformed to the new presentation.

[S010, MD&A and Note 22, Discontinued Operations]

The restated figures therefore represent the Insurance business alone. That distinction determines which basis is comparable to the projections discussed below.

A third re-presentation: the premium deficiency reserve policy change

The revenue reclassification is the largest change to Clover Health’s reported figures, and the Adjusted EBITDA redefinitions discussed further below are the most frequent. A third change affects the balance sheet and the fiscal 2022 net loss, and is separate from both.

In the first quarter of 2023 the company changed the method for determining premium deficiency reserves so that anticipated net investment income is included in the determination, an election it states is preferable.

[S024, Note 2, Change in Accounting Policy: in the first quarter of 2023 the company changed the method for determining premium deficiency reserves so that anticipated net investment income is included in the determination, an election it states is preferable]

The change was recorded as a cumulative-effect adjustment to opening equity.

At December 31, 2022	Accumulated deficit	Total equity
As reported in the fiscal 2022 annual report	(1,955,582)	347,738
Change in accounting policy	9,149	9,149
Adjusted opening balance, January 1, 2023 [C074]	(1,946,433)	356,887

Source. Reproduced from the statement of changes in stockholders' equity in the first-quarter 2023 report, which is where the adjustment was first presented. [S024, Condensed Consolidated Statements of Changes in Stockholders' Equity: balance at December 31, 2022 of $347,738 thousand with accumulated deficit of $(1,955,582) thousand, a change in accounting policy of $9,149 thousand, and an adjusted opening balance of $356,887 thousand with accumulated deficit of $(1,946,433) thousand]

The fiscal 2022 annual report was never amended, so the $347,738 thousand figure stands in that document while every filing from the first quarter of 2023 onward carries $356,887 thousand.

The adjustment is 2.63% of equity as first reported. [C077]

Two further figures moved with it. The fiscal 2022 net loss is $338,844,000 in the fiscal 2022 annual report and $339,567,000 in the fiscal 2023 annual report and every filing after it, a change of $723,000. [C075] Accumulated deficit at December 31, 2021 moved in the opposite direction by the same amount, from $(1,616,738,000) to $(1,616,015,000).

[C076] [S009, FY2021 accumulated deficit and FY2022 net income, prior reports]

Three points of method follow.

The fiscal 2022 equity figure of $347,738,000 was never re-filed on an amended annual report. It stands as the annual report number while every filing from the first quarter of 2023 onward carries $356,887,000. This repository records the annual report figure in the financial summary above and states the later one here, because a reader reconciling to either document should find the number that document contains.

A change in accounting principle is not an error correction and is not a restatement. It is recorded here because a reader comparing Clover Health’s reported figures across filings will find three separate reasons why the same period carries different numbers, and only one of them is the ACO REACH reclassification.

The premium deficiency reserve is material to the comparison against projection set out below. It was a $110.6 million expense in 2021 and a $94.2 million benefit in 2022 on the original basis, and it is one of the items excluded from Adjusted EBITDA under the definitions the company adopted from the fourth quarter of 2022 onward.

Projected financial information in the proxy, and what followed

The definitive proxy statement/prospectus disclosed projections that management of Clover Health prepared and provided to SCH, covering the four years ended December 31, 2020 through 2023. They are reproduced below to permit comparison with subsequent reported results, which bears on a long-running regulatory question about the disclosure regime for de-SPAC projections.

[S005, Projected Financial Information, p. 149]

	2020E	2021E	2022E	2023E
Total revenues	671	880	1,219	1,723
Gross profit	121	102	178	281
Adjusted EBITDA	(43)	(82)	(31)	16
Medical care ratio, net	82.9%	89.3%	85.7%	84.0%

Source. Reproduced from the projections management of Clover Health prepared and provided to SCH, as disclosed in the proxy. [S005, Projected Financial Information, p. 149]

The proxy states these were prepared for internal use and capital budgeting, were not prepared with a view toward SEC or AICPA guidelines for prospective financial information, and were not compiled or examined by any independent accountant.

Stated supporting assumptions: premiums earned net of $663.9m, $871.8m, $1,213.8m and $1,717.1m; average Medicare Advantage membership of 56,707, 73,477, 99,194 and 138,871; and net medical claims incurred of $550.3m, $778.2m, $1,040.6m and $1,441.8m, for 2020 through 2023 respectively.

[S005, Projected Financial Information, p. 149]

The disclosure basis the proxy asserts

The proxy states that the projections were prepared solely for internal use and capital budgeting, were not prepared with a view toward SEC or AICPA guidelines for prospective financial information, and were not compiled, examined or subjected to any procedures by any independent accountant. It further states that Clover and SCH “will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.”

[S005, Projected Financial Information, pp. 148–149]

The issuer therefore disclaimed any obligation to reconcile these figures to what it subsequently reported. The comparison below is constructed from the proxy on one side and the company’s own later filings on the other.

Revenue against projection

Year	Projected	Reported, restated	Variance	Reported, as originally filed	Variance
2020 [C021]	671	672.9	+0.3%	—	—
2021 [C027]	880	1,472	+67.3%	—	—
2022 [C028] [C029]	1,219	1,096.6	(10.0%)	3,476.7	+185.2%
2023 [C030] [C026]	1,723	1,260.5	(26.8%)	2,033.7	+18.0%

Source. Projections from the proxy; reported revenue from the company's XBRL company facts, on the restated basis and as originally filed. Variances computed on this site. [S005, Projected Financial Information, p. 149] [S009, FY2020-FY2023 revenue, current and prior reports]

The 2020 and 2021 columns have one basis only: the ACO REACH reclassification conformed 2022 and 2023, and those two years are where the two bases diverge.

Three observations follow. None of them is a conclusion about the adequacy of the original disclosure.

The near-term projection was accurate and the medium-term projection was not. The 2020 figure came in within 0.3% of projection. That year was already substantially complete when the proxy was filed in December 2020. The 2021 figure exceeded projection by 67.3%. On the restated basis, 2022 and 2023 fell 10.0% and 26.8% short.

The restated basis is the comparable one. On the figures as originally filed, 2022 exceeded projection by 185.2% and 2023 by 18.0%, so the choice of basis reverses the conclusion. The restatement removed ACO REACH, and the projection’s stated assumptions are Medicare Advantage premiums and average Medicare Advantage membership, with no ACO REACH component. ACO REACH revenue was earned by a business the projection did not contemplate. Measured against what management projected, revenue fell 10.0% short in 2022 and 26.8% short in 2023.

[S005, Projected Financial Information, p. 149] [S010, MD&A and Note 22]

The table retains both bases because a reader comparing this transaction with others may be working from originally filed figures.

Revenue is the least demanding of the four projected lines to test. Gross profit, Adjusted EBITDA and medical care ratio are all defined by reference to the issuer’s own non-GAAP conventions, and the projections section reconciles none of them to a GAAP measure. The three comparisons are set out below, each on a stated basis.

[S005, Projected Financial Information, pp. 148–149]

Underwriting margin and medical care ratio against projection

The projection’s gross profit line reconciles to its own supporting assumptions as premiums earned net less net medical claims incurred: $663.9m less $550.3m gives the $121m projected for 2020, and the same construction reproduces 2021, 2022 and 2023 to the nearest million. [S005, Projected Financial Information, p. 149] The projection’s premium and membership assumptions are Medicare Advantage only, so the reported comparison uses the Medicare Advantage segment, renamed the Insurance segment from 2022, and excludes Direct Contracting and ACO REACH throughout.

	2020	2021	2022	2023	Cumulative
Projected
Premiums earned, net	663.9	871.8	1,213.8	1,717.1	4,466.6
Net medical claims incurred	550.3	778.2	1,040.6	1,441.8	3,810.9
Underwriting margin [C036]	113.6	93.6	173.2	275.3	655.7
Reported
Premiums earned, net	665.7	799.4	1,084.9	1,235.8	3,785.8
Net medical claims incurred	591	847.3	996.4	1,003.7	3,438.4
Underwriting margin [C031] [C032] [C033] [C034] [C035]	74.7	(47.9)	88.5	232.1	347.3

Source. Projected premiums and claims are the supporting assumptions stated in the proxy; reported premiums and claims are from the annual reports on the restated basis. Underwriting margin is premiums earned net less net medical claims incurred, computed on this site on both sides so the two are constructed identically. [S005, Projected Financial Information, p. 149] [S011, MD&A, Medicare Advantage: premiums earned net, MA net medical claims incurred and medical care ratio net for 2021 and 2020, p. 62] [S012, MD&A, Insurance segment: premiums earned net, Insurance net medical claims incurred and medical care ratio net for 2022 and 2021, p. 56] [S013, MD&A, Insurance segment: premiums earned net, Insurance net medical claims incurred and medical care ratio net for 2023 and 2022, p. 60]

Cumulative reported underwriting margin was 0.5297 times the cumulative projection. [C037] The measure was negative in 2021, when claims exceeded premiums, and reached 0.8430 times the projected figure in 2023. [C044]

The medical care ratio is the same two inputs expressed as a ratio, so it carries the same comparison in a form that removes the effect of membership growth.

	2020	2021	2022	2023
Projected	82.9%	89.3%	85.7%	84.0%
Reported	88.8%	106.0%	91.8%	81.2%

Source. Projected ratios as disclosed in the proxy. Reported ratios are net medical claims incurred divided by premiums earned net, computed on this site from the annual reports on the restated basis, so the two lines are constructed the same way. [S005, Projected Financial Information, p. 149] [S011, MD&A, Medicare Advantage: premiums earned net, MA net medical claims incurred and medical care ratio net for 2021 and 2020, p. 62] [S012, MD&A, Insurance segment: premiums earned net, Insurance net medical claims incurred and medical care ratio net for 2022 and 2021, p. 56] [S013, MD&A, Insurance segment: premiums earned net, Insurance net medical claims incurred and medical care ratio net for 2023 and 2022, p. 60]

Weighted across the four years, the reported ratio was 90.8% [C038] against a projected 85.3%. [C039] The projection has the ratio rising in 2021 and improving thereafter. The reported ratio rose further than projected in 2021, to 106.0%, and then improved past the projection by 2023, when reported 81.2% was 2.8 percentage points better than the 84.0% projected. [C046] Membership is the reason the ratio and the margin give different impressions: reported premiums were below projection in every year after 2020, so a ratio in line with projection still produces a smaller absolute margin.

Adjusted EBITDA against projection

Clover reported no Adjusted EBITDA in any annual report covering 2020 through 2023. The measure appears in the quarterly earnings releases furnished on Form 8-K, and first appears in an annual report in the fiscal 2024 Form 10-K. [S010, MD&A, Non-GAAP Financial Measures: Adjusted EBITDA] Its definition was changed in the fourth quarter of 2021, again in the fourth quarter of 2022 and again in the fourth quarter of 2023, and each change was applied to the prior-year comparative. Every year of the projection period therefore has more than one reported figure.

	2020	2021	2022	2023
Projected Adjusted EBITDA [S005, Projected Financial Information, p. 149]	(43)	(82)	(31)	16
Earliest presentation obtained	(85.1)	(472)	(298.7)	(44.7)
Presentation one year later	—	(343.7)	(290.4)	(41.6)

Source. Projection from the proxy. Reported figures are the Adjusted EBITDA reconciliations in the quarterly earnings releases furnished on Form 8-K and, for 2023 as presented a year later, the fiscal 2024 annual report. The rows are placed side by side because the definition changed in the fourth quarter of 2021, again in the fourth quarter of 2022 and again in the fourth quarter of 2023, and each change was applied to the prior-year comparative. [S014, Adjusted EBITDA and Normalized Adjusted EBITDA reconciliation: full year 2021 and 2020] [S015, Adjusted EBITDA (non-GAAP) reconciliation: full year 2022 and 2021] [S016, Adjusted EBITDA (non-GAAP) reconciliation: full year 2023 and 2022] [S010, MD&A, Non-GAAP Financial Measures: Adjusted EBITDA]

The 2020 figure is the prior-year comparative in the fiscal 2021 earnings release. The release presenting 2020 as the current year has not been obtained, so the figure shown for 2020 may not be its earliest presentation.

Each change reconciles exactly. The 2021 figure moved by $128.3 million [C042] when the definition was extended to exclude premium deficiency reserve expense of $110.6 million and the expenses of Seek Insurance Services and Character Biosciences. [S015, Adjusted EBITDA (non-GAAP) reconciliation: full year 2022 and 2021] The 2022 figure moved by $8.3 million [C043] when non-recurring legal expenses and settlements were added to the exclusions. [S016, Adjusted EBITDA (non-GAAP) reconciliation: full year 2023 and 2022] The 2023 figure moved from $(44.7) million to $(41.6) million when the measure was restated to net loss from continuing operations, ACO REACH having moved to discontinued operations.

[S010, MD&A, Non-GAAP Financial Measures: Adjusted EBITDA]

Taking each year at its most recent presentation, cumulative reported Adjusted EBITDA for 2020 through 2023 was $(760.8) million [C040] against a cumulative projection of $(140) million, a shortfall of $620.8 million. [C041]

The choice of presentation matters to that figure. Each change widened the definition by adding an exclusion, so the reported series improves as it is re-presented; a reader taking the earliest figure obtained for each year would compute a cumulative $(900.4) million instead. [C045]

Which presentation is the comparable one depends on the definition the projection used, and the proxy does not state it in the projections section. The proxy does define Adjusted EBITDA for Clover elsewhere, as net loss before interest expense, amortization of notes and securities discounts, provision for income taxes, depreciation and amortization, change in fair value of warrants expense, loss or gain on derivative, restructuring cost, stock-based compensation expense and the health insurance industry fee.

[S005, Information About Clover, Management's Discussion and Analysis, Adjusted EBITDA and EBITDA Margin, pp. 286–287]

That definition is narrower than the one Clover used from the fourth quarter of 2022, which also excludes the premium deficiency reserve, and it is wider than the one used in the fiscal 2021 earnings release, which does not exclude income taxes, restructuring cost or the industry fee. On the assumption that the projection follows the definition the proxy states, the earliest presentation obtained for each year is the closer comparison, and the shortfall is larger than the figure above.

SEC review of the Form S-4

The registration statement was filed on October 20, 2020 and amended twice before effectiveness was accelerated on December 11, 2020. The staff issued comment letters on November 16 and December 7, 2020. [S007] The registrant’s response letters set out each staff comment in full.

Date	Filing
2020-10-20	Form S-4 as filed
2020-11-16	Staff comment letter
2020-11-19	Response letter
2020-11-20	Amendment No. 1
2020-12-07	Staff comment letter
2020-12-09	Response letter and Amendment No. 2
2020-12-10	Amendment No. 3 and request for acceleration of effectiveness

Source. Filing dates from the registrant's EDGAR submissions record. The staff comment letters are the UPLOAD entries; the response letters quote each comment before answering it. [S007, Filing history for CIK 0001801170: S-4 and S-4/A filing dates, UPLOAD and CORRESP entries between October 20 and December 10, 2020]

The first round ran to twenty comments. Five bear on matters covered elsewhere on this page.

On the projections, the staff asked the registrant to disclose whether Clover’s management believed they were prepared on a reasonable basis reflecting management’s currently available information. The registrant added that statement.

[S017, Comment 14 and response: disclose whether management believes the projections were prepared on a reasonable basis]

The proxy’s characterisation of its own projections is therefore a response to a staff comment.

On the valuation, the staff asked the registrant to explain specifically how SCH management determined that enterprise values of $3.2 billion and then $3.5 billion were fair, and separately to reconcile the description of an extensive search across more than 300 potential targets against disclosure that focuses on Clover alone from June 3, 2020. Both produced added disclosure.

[S017, Comment 13 and response: clarify how SCH management determined that enterprise values of $3.2 billion and then $3.5 billion were fair] [S017, Comment 12 and response: reconcile the description of an extensive search against disclosure that focuses on Clover from June 3, 2020]

On the dual-class structure, the staff required it to be disclosed on the cover page and addressed early in the questions and answers section, noting that Clover shareholders would hold 68% of the equity and 95% of the voting power of the combined entity. The disclosure analysed above under the dual-class structure was added in response.

[S017, Comment 6 and response: summarise the most significant risk factors including the lack of a third party valuation for the Business Combination]

On the PIPE, the staff asked which Securities Act exemption the registrant relied on. The response sets out the Section 4(a)(2) analysis and gives the offeree count and the sponsor-affiliated share of the PIPE quoted above.

[S017, Comment 3 and response: the Section 4(a)(2) analysis, 29 PIPE offerees counting affiliated funds as one, and the PIPE shares to be purchased by persons who are existing directors, officers or equityholders of the sponsor and the sponsor's affiliates equalling approximately 3.5% of shares outstanding against 5.5% for all other persons]

In the second round the staff required the registrant to show how the fully diluted share counts of 169,390,077 and 169,367,461 under the proxy’s two redemption scenarios were computed, and required tax counsel to remove a limitation restricting reliance on its opinion to the board.

[S018, Comment 2 and response: show how the fully diluted company common share amounts of 169,390,077 and 169,367,461 were computed under Scenario I and Scenario II] [S018, Comment 3 and response: tax counsel to remove the limitation that the opinion is furnished to the board solely for its benefit]

The valuation basis the proxy states

Among the board’s stated reasons for the transaction is an anticipated initial post-transaction enterprise value of $3.702 billion, excluding unrestricted cash and marketable securities at June 30, 2020 and the transaction proceeds, which the proxy states implies a 4.2 times multiple of 2021 projected revenue and a 2.1 times multiple of 2023 projected revenue.

[S005, Summary, SCH's Board of Directors' Reasons for the Business Combination, Attractive Entry Valuation: an anticipated initial post-transaction enterprise value of $3.702 billion, implying a 4.2x multiple of 2021 projected revenue and a 2.1x multiple of 2023 projected revenue]

Both multiples are of projected revenue. Dividing the stated enterprise value by the stated 4.2 times gives $881 million [C061], which reconciles to the $880 million projected for 2021.

The proxy states the method. SCH management’s pre-transaction valuation was based on projected Medicare Advantage membership, revenue and EBITDA as projected by Clover’s management, on the business plan and other materials Clover’s management provided, and on an analysis of comparable companies and business segments in analogous markets.

[S005, Background to the Business Combination, p. 133: SCH management's valuation was based on projected Medicare Advantage membership, revenue and EBITDA as projected by Clover's management, the business plan, and comparable companies including Oak Street Health, SelectQuote, GoHealth, eHealth, One Medical, Teladoc Health and Livongo Health, implying 2021 projected revenue multiples of 8.7x, 3.6x, 5.1x, 2.1x, 9.3x, 20.3x and 29.8x on market data as of August 21, 2020]

The comparable set is named, with each company’s multiple of 2021 projected revenue on market data as of August 21, 2020.

Company	2021 projected revenue multiple
Oak Street Health, Inc.	8.7x
SelectQuote, Inc.	3.6x
GoHealth, Inc.	5.1x
eHealth, Inc.	2.1x
1Life Healthcare, Inc. (One Medical)	9.3x
Teladoc Health, Inc.	20.3x
Livongo Health, Inc.	29.8x
Median [C058]	8.7x

Source. Multiples reproduced as disclosed in the proxy; the median is computed on this site from the seven listed companies. The proxy does not state a median, and the transaction was priced at 4.2 times 2021 projected revenue against this set. [S005, Background to the Business Combination, p. 133: SCH management's valuation was based on projected Medicare Advantage membership, revenue and EBITDA and on the trading multiples of a named set of comparable companies]

Clover was valued at 4.2 times, 0.4828 times the median of the set SCH selected. [C059] Four of the seven traded above it and three below.

The forward multiples are multiples of projections. On the restated basis, reported 2023 revenue was $1,260.5 million, so the same $3.702 billion is 2.9368 times reported 2023 revenue [C060] against the 2.1 times the projection implied.

No third party valuation was obtained

The proxy states that neither the SCH board of directors nor any committee of it obtained a third party valuation in determining whether to pursue the business combination.

[S005, Risk Factors: neither the SCH board nor any committee obtained a third party valuation in determining whether to pursue the Business Combination]

It further states that Connaught (UK) Limited and Credit Suisse Securities (USA) LLC, which acted as financial adviser and capital markets adviser to SCH on its initial public offering, were not engaged to render and did not render a fairness opinion on the business combination.

[S005, Background to the Business Combination: Connaught and Credit Suisse were not engaged to render, and did not render, a fairness opinion]

The staff identified the absence of a third party valuation as one of the risk factors requiring summary treatment in the proxy.

[S017, Comment 6 and response: summarise the most significant risk factors including the lack of a third party valuation for the Business Combination]

Post-closing allegations, regulatory investigation and litigation

Twenty-eight days after closing, an article about the company was published by a short-seller research firm. What follows is drawn from the company’s own filings; the article itself has not been obtained, so its contents are described only as the company’s filings describe them, and no claim in it is adopted here.

Sequence

Date	Event
2021-02-04 [S020, Item 7.01 Regulation FD Disclosure: response to an article by Hindenburg Research dated February 4, 2021, furnished as Exhibit 99.1]	Hindenburg Research LLC publishes an article concerning the company
2021-02-05 [S020, Item 7.01 Regulation FD Disclosure: response to an article by Hindenburg Research dated February 4, 2021, furnished as Exhibit 99.1]	The company furnishes a response on Form 8-K under Item 7.01
2021-02-05 [S021, Item 8.01 Other Events: the company received a letter from the SEC indicating that it is conducting an investigation and requesting document and data preservation for the period from January 1, 2020 to the present, relating to certain matters referenced in the article]	The company reports receipt of an SEC letter indicating an investigation
2021-02 [S012, Note 21, Commitments and Contingencies, Securities Class Actions, Derivative Litigation and Investigations: SEC subpoenas from February 2021, the four putative class actions filed in the Middle District of Tennessee and the claims asserted]	Four putative securities class actions are filed in the Middle District of Tennessee
2021-04 [S010, Note 13: consolidation of the class actions under Bond in April 2021, memorandum of understanding of April 21, 2023, court approval and dismissal with prejudice on October 3, 2023, a $22 million class recovery and $19.5 million of insurance proceeds used to fund it]	The class actions are consolidated under Bond as lead case
2023-10-03 [S010, Note 13: consolidation of the class actions under Bond in April 2021, memorandum of understanding of April 21, 2023, court approval and dismissal with prejudice on October 3, 2023, a $22 million class recovery and $19.5 million of insurance proceeds used to fund it]	The court approves the class settlement and dismisses with prejudice
2024-07-11 [S010, Note 13: seven shareholder derivative actions, binding memorandum of understanding of June 21, 2023, stipulation of February 5, 2024, final judgment of July 11, 2024, no monetary payment other than $2,500,000 of plaintiffs' counsel fees and a set of corporate governance enhancements]	Final judgment approving the derivative settlement
2024-09-26 [S010, Note 13, Commitments and Contingencies, Securities Class Actions, Derivative Litigation and Investigations: the SEC Division of Enforcement notified the company by letter dated September 26, 2024 that it had concluded the investigation and did not intend to recommend an enforcement action]	The SEC Division of Enforcement notifies the company that it has concluded its investigation and does not intend to recommend enforcement action

Source. Dates and events as the company's own filings state them. The article that prompted the sequence has not been obtained and no claim in it is adopted here.

The disclosure question the response addresses

The subject the company’s filings identify from the article is an inquiry by the United States Attorney’s Office for the Eastern District of Pennsylvania concerning certain of the company’s arrangements with participating providers and the Clover Assistant platform.

[S012, Note 21, Commitments and Contingencies, Securities Class Actions, Derivative Litigation and Investigations: SEC subpoenas from February 2021, the four putative class actions filed in the Middle District of Tennessee and the claims asserted]

The company’s response states that it and the SCH chief executive officer were aware of a Department of Justice request for information, that the company responded to it voluntarily, and that it had received no civil investigative demand or subpoena from the Department of Justice. It states that the company concluded, consistent with the views of its own outside counsel, Social Capital’s outside counsel and counsel to the IPO underwriters, that the fact of the request was not material and was not required to be specifically disclosed in its SEC filings.

[S020, Exhibit 99.1, question 1: the company states it and the SCH chief executive officer were aware of a Department of Justice inquiry and concluded, consistent with the views of outside counsel to Clover, to Social Capital and to the IPO underwriters, that the fact of the request was not material and not required to be specifically disclosed] [S020, Exhibit 99.1, question 3: the company states it had received no civil investigative demands or subpoenas from the Department of Justice and responded to a request for information on a voluntary basis]

These are the company’s representations, and are recorded as such. Whether the request was material is a question the proxy and registration statement do not address, because they do not mention it.

Outcomes

The SEC investigation ran from February 2021 to September 2024 and concluded without a recommendation of enforcement action against the company.

[S010, Note 13, Commitments and Contingencies, Securities Class Actions, Derivative Litigation and Investigations: the SEC Division of Enforcement notified the company by letter dated September 26, 2024 that it had concluded the investigation and did not intend to recommend an enforcement action]

The consolidated securities class action asserted claims under sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, with the Kaul complaint adding claims under sections 11 and 15 of the Securities Act. It settled for $22 million to the class before an award of fees and expenses, of which the company funded $19.5 million, or 88.64%, from insurance proceeds.

[C057] [S010, Note 13: consolidation of the class actions under Bond in April 2021, memorandum of understanding of April 21, 2023, court approval and dismissal with prejudice on October 3, 2023, a $22 million class recovery and $19.5 million of insurance proceeds used to fund it]

The company brought a separate action in Delaware state court against certain insurers for full payment of the related liabilities.

Seven shareholder derivative actions were filed in four courts, naming the company as nominal defendant. They settled with no monetary payment other than $2,500,000 of plaintiffs’ counsel fees, together with a set of corporate governance changes the company agreed to implement.

[S010, Note 13: seven shareholder derivative actions, binding memorandum of understanding of June 21, 2023, stipulation of February 5, 2024, final judgment of July 11, 2024, no monetary payment other than $2,500,000 of plaintiffs' counsel fees and a set of corporate governance enhancements]

A separate 2024 action in the Delaware Court of Chancery challenged a bylaw governing director nominations. The company amended the bylaw in June 2024, the plaintiffs dismissed voluntarily, and the company paid $250,000 in fees in October 2024.

[S010, Note 13, Bylaw Litigation: Taylor v. Clinton filed March 26, 2024 in the Delaware Court of Chancery, bylaw amendment in June 2024, voluntary dismissal and a $250,000 fee payment agreed October 23, 2024]

A settlement is not an adjudication, and none of these proceedings produced a finding on the merits against the company.

Matters not yet examined

The $317.25 inconsistency between the redemption figures stated in the completion Form 8-K, which needs the transfer agent’s redemption report to resolve; and transaction expenses other than deferred underwriting commissions, which the filings reviewed do not disclose.

The article published in February 2021 has not been obtained. The section above describes it only as the company’s own filings describe it, and adopts no claim from it, in accordance with the repository’s citation standard. Obtaining the article would allow each allegation to be stated against its source and matched to the company’s response point by point.

Go-Public Transactions Research Repository, "Clover Health 2021 De-SPAC (Social Capital Hedosophia Holdings Corp. III)," research status: Research profile, analysis as of August 2, 2026, last verified August 2, 2026. https://ipo-docs.pages.dev/transactions/2021/clover-health-2021-despac/