What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-02-28 compared with 2021-03-31 · 11 added, 119 removed, 1 unchanged (99% of the section changed)

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Market Information

Our Class A common stock and public warrants are currently listed on the Nasdaq Global Select Market under the symbols CLOV

and CLOVW, respectively.

Prior to the closing of the Business Combination, our Class A common stock and public warrants were listed on the New York Stock Exchange under the symbols IPOC and IPOC.WS,

respectively.

We do not currently intend to list the private placement warrants or the Class B common stock on any securities exchange.

Holders of Record

As of March 24, 2021, there were 10 holders of record of our Class A common stock, 237 holders of record of our Class B common stock

and 2 holders of record of the public warrants.

Such numbers do not include beneficial owners holding our securities through nominee names.

Index to Financial Statements

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Corporation’s Class A common stock is listed on The Nasdaq Stock Market under the ticker symbol “CLOV.” The Corporation’s Class B common stock is not listed on any securities exchange.

As of February 7, 2022, there were 313 holders of record of our Class A common stock and 306 holders of record of our Class B common stock.

Such figures do not include beneficial owners holding our securities through nominee names.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the

foreseeable future.

We expect to retain future earnings, if any, to fund the development and growth of our business.

Any future determination to pay dividends on our Class A common stock will be at the discretion of our board of directors and

will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.

Sales of Unregistered Securities

Issuer Purchases of

Equity Securities

Index to Financial Statements

Selected Financial Data

Not applicable.

Index to Financial Statements

Managements Discussion and Analysis of

Financial Condition and Results of Operations.

The following discussion and analysis of the Companys financial condition and

results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in Item 8.

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking

statements as a result of many factors, including those set forth under Cautionary Note Regarding Forward-Looking Statements, Item 1A.

Risk Factors and elsewhere in this Annual Report on Form

We are a former blank check company incorporated in the Cayman Islands on October 18, 2019 formed for the purpose of effecting a merger,

share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

We completed our Initial Public Offering on April 24, 2020 and the Mergers on January 7, 2021.

Recent Developments

January 7, 2021, we consummated the previously announced transactions contemplated by the Merger Agreement, dated October 5, 2020, with Clover and Merger Sub.

In connection with the closing of the Mergers, we changed our name to Clover

Health Investments, Corp.

Results of Operations

Our only activities from inception through December 31, 2020 were organizational activities, those necessary to prepare for the Initial

Public Offering, described further below, and activities in connection with the acquisition of Clover.

We generated non-operating income in the form of interest income on marketable securities held in a trust

account (the Trust Account).

We incurred expenses as a result of being a public company (including for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and other merger and acquisition

expenses in connection with searching for, and completing, a business combination.

For the year ended December 31, 2020, we had a

net loss of $6,744,840, which consisted of operating costs of $6,862,095, offset by interest income on cash and marketable securities held in the Trust Account of $117,255.

For the period from October 18, 2019 (inception) through December 31, 2019, we had a net loss of $17,631, which consisted of

formation and operating costs.

Liquidity and Going Concern

For the year ended December 31, 2020, cash used in operating activities was $2,227,118.

Our net loss of $6,744,840 was impacted by

interest earned on cash and marketable securities held in the Trust Account of $117,255 and changes in operating assets and liabilities, which provided $4,634,977 of cash.

As of December 31, 2020, we had cash and marketable securities held in the Trust Account of $828,117,255.

In connection with the Closing,

at the Special Meeting, holders of 24,892 Class A ordinary shares exercised their right to redeem those shares for cash at a price of $10.00141613 per share, for an aggregate of $248,955.

The per share redemption price of $10.00141613 for

public shareholders electing redemption was paid out of the Trust Account, which after taking into account the redemptions, had a balance immediately prior to the Closing of $827,868,300, which cash balance was used to pay the $499,751,045 cash

component of the merger consideration.

Pursuant to the subscription agreements entered into on October 5, 2020 by and among SCH and

the PIPE Investors, Clover Health issued and sold to the PIPE Investors (substantially concurrently with the consummation

Index to Financial Statements

of the Mergers) an aggregate of 40,000,000 shares of Class A Common Stock for an aggregate purchase price equal to $400 million (the PIPE Investment), of which 15,200,000

shares were purchased by affiliates of the Sponsor.

As of December 31, 2020, we had cash of $28,003,240 held outside the Trust

Account, of which $27,999,990 represented the amount received in advance from the PIPE Investors in connection with the closing of the PIPE Investment.

We used the funds held outside the Trust Account primarily to identify and evaluate target

businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, structure, negotiate and complete a business combination.

On October 19, 2020, we

issued a Promissory Note to SCH Sponsor III LLC, pursuant to which we were able to borrow up to an aggregate principal amount of $2,500,000.

On October 19, 2020, the Company borrowed $806,208 under the Promissory Note.

The Promissory Note was

repaid at the closing of the Mergers.

Off-Balance Sheet Financing Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements

as of December 31, 2020.

We have not participated in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the

purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to

pay an affiliate of the Sponsor a monthly fee of $10,000 for office space and administrative and support services provided to the Company.

We began incurring these fees on April 22, 2020.

Upon the Closing of the Mergers, we ceased incurring

these monthly fees.

The underwriters in connection with SCHs initial public offering were entitled to a deferred fee of $0.35 per

unit, or $28,980,000 in the aggregate.

The deferred fee was paid upon the closing of the Mergers from the amounts held in the Trust Account.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and

expenses during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards

Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as

temporary equity.

At all other times, ordinary shares are classified as

Index to Financial Statements

shareholders equity.

Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders equity section of our consolidated balance sheets.

Net Income (Loss) per Ordinary Share

We apply the two-class method in calculating earnings per share.

Net income (loss) per ordinary share, basic and diluted for Class A

ordinary shares subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A ordinary shares subject to possible

redemption outstanding for the period.

Net income (loss) per ordinary share, basic and diluted for non-redeemable ordinary shares is calculated by dividing net loss less income attributable to Class A ordinary shares subject to possible

redemption, by the weighted average number of shares of non-redeemable ordinary shares outstanding for the period presented.

Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently

adopted, would have a material effect on our consolidated financial statements.

The Corporation has not declared or paid any dividends on shares of common stock and does not intend to pay dividends in the foreseeable future.

The declaration, amount, and payment of any future dividend will be at the sole discretion of the Corporation’s board of directors, and the Corporation may reduce or discontinue entirely the payment of such dividends at any time.

The board of directors may take into account general and economic conditions, its financial condition and operating results, its available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by the Corporation to its stockholders, and such other factors as the board of directors may deem relevant.

Issuer Purchases of Equity Securities

We did not purchase any shares of our common stock during the three months ended December 31, 2021.

Unregistered Sales of Equity Securities and Use of Proceeds

Performance Graph

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity