Social Capital Hedosophia Holdings Corp. III

The voting structure is the point: the SPAC's public shares become Clover Health Class A common stock carrying one vote each, while the 358,248,460 shares registered for the mergers are Class B common stock carrying ten votes each, along with options and restricted stock units that convert into Class B. Public shareholders therefore hold a small fraction of the voting power whatever their economic stake. The exchange ratio itself is left blank, as are the dates on which Clover's options and restricted stock units are counted.

Much of what is registered is the SPAC's own securities being converted by operation of law rather than new merger stock: the outstanding SCH units, public shares and public warrants automatically become Clover Health units, shares and warrants in the Domestication, with each unit representing one share and one-third of one redeemable warrant. The fee-calculation values come from NYSE trading on October 16, 2020 — $11.51 per unit, $10.79 per Class A ordinary share and $2.36 per warrant — and are stated as estimates for the fee alone, not as deal terms.

What changed: The 10-Q filed under Commission file number 001-39252 is that of Clover Health Investments, Corp. (Nasdaq: CLOV) for the quarter ended June 30, 2026, with 435,441,337 Class A and 95,714,926 Class B shares outstanding at July 31, 2026. The cover states that the company is remote-first and maintains no headquarters, directing stockholder communications to an email address or its Delaware agent for service of process. Why it matters: Star Ratings and the medical loss ratio are the two variables that set a Medicare Advantage plan's revenue and cost, and the company names both. The condensed consolidated financial statements are not in the portion read here.

What changed: Exhibit 99.1 to an 8-K of Clover Health Investments, Corp. (Nasdaq: CLOV): the August 5, 2026 press release reporting Q2 2026 results. Total revenues were $743.2 million, up 55.6%, and $1,492.4 million for the six months, up 58.8%; consolidated gross profit was $153.0 million, up 53.6%. GAAP net income was $28.0 million against a $10.6 million loss a year earlier, and Adjusted EBITDA $40.9 million, up 139.2%. Why it matters: Membership grew 48% while the benefits expense ratio improved 80 basis points, and every element of full-year guidance moved up, including GAAP net income from a $0–20 million range to $20–35 million. The company has stopped publishing the normalized benefits ratio it previously used, so the reported BER is now the only such metric.

What changed: Clover Health Investments, Corp., the Social Capital Hedosophia Holdings Corp. III successor, disclosed under Item 8.01 that on July 4, 2026 it became aware of anomalous login activity on certain information systems, activated incident response, engaged cybersecurity experts and notified law enforcement. The investigation showed a threat actor obtained access to three non-managerial health plan employee accounts through social engineering; those accounts could reach certain personally identifiable and protected health information but had no access to corporate financial or claims systems. Why it matters: A healthcare data breach carries regulatory and notification exposure beyond the immediate IT cost, and the company says it is still evaluating notification requirements including to impacted members. The mitigating facts are specific: only three non-managerial accounts, no reach into financial or claims systems, and the company's belief that access was contained and terminated. Management states it does not believe the incident has had or is reasonably likely to have a material impact, but the investigation into the scope of data accessed remains open.