UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 7, 2021

Clover Health Investments, Corp.

(Exact name of registrant as specified in its charter)

(201) 432-2133

(Registrant’s telephone number, including area code)

Social Capital Hedosophia Holdings Corp. III

317 University Ave, Suite 200

Palo Alto, California 94301

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (the “Form 8-K”) of Clover Health Investments, Corp. (the “Company”) originally filed by the Company on January 12, 2021 is being filed solely for the purpose of supplementing the historical financial statements and pro forma condensed combined financial information provided under Items 9.01(a) and 9.01(b) in the Form 8-K to include the audited consolidated financial statements of Clover Health Investments, Corp. and its subsidiaries as of prior to the Transactions (collectively, “Clover”) as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clover for the year ended December 31, 2020. This Amendment No. 1 does not amend any other item of the Form 8-K or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Form 8-K.

Capitalized terms used but not defined herein have the meanings assigned to them in the Form 8-K.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Clover as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 are included as Exhibit 99.5 and are incorporated by reference into this Item 9.01. The Management’s Discussion and Analysis of Financial Condition and Results of Operations of Clover for the year ended December 31, 2020 is also included as Exhibit 99.6 and is incorporated by reference into this Item 9.01.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company and Clover as of December 31, 2020 and for the year ended December 31, 2020 is set forth in Exhibit 99.7 hereto and is incorporated herein by reference into this Item 9.01.

(d) List of Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.