0001193125-21-102551 | 10-K | XBRL Viewer | Clover Health Investments Corp DE

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2020	Mar. 24, 2021	Jun. 30, 2020
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	CLOVER HEALTH INVESTMENTS, CORP. /DE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Ex Transition Period	false
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Central Index Key	0001801170
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Incorporation, State or Country Code	DE
Entity Address, State or Province	TN
Entity Public Float			$ 925,704,000
ICFR Auditor Attestation Flag	false
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	CLOV
Title of 12(g) Security	Class A Common Stock $0.0001 par value per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		145,345,832
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		260,969,355
Unit Of Redeemable Warrant [Member]
Document Information [Line Items]
Trading Symbol	CLOVW
Title of 12(g) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash	$ 28,003,240	$ 0
Prepaid expenses and other current assets	299,666	0
Total Current Assets	28,302,906	0
Deferred offering costs	0	100,346
Marketable securities held in Trust Account	828,117,255	0
Total Assets	856,420,161	100,346
Current Liabilities
Accrued expenses	4,934,643	0
Accrued offering costs	0	100,346
Advance from related party	193,137	17,631
Due to Investors	27,999,990	0
Promissory note—related party	806,208	0
Total Current Liabilities	33,933,978	117,977
Deferred underwriting fee payable	28,980,000	0
Total Liabilities	62,913,978	117,977
Commitments
Shareholders' Equity (Deficit)
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	11,760,012	0
Accumulated deficit	(6,762,471)	(17,631)
Total Shareholders' Equity (Deficit)	5,000,007	(17,631)
Total Liabilities and Shareholders' Equity (Deficit)	856,420,161	100,346
Class A Common Stock
Current Liabilities
Class A ordinary shares subject to possible redemption, 78,727,446 and no shares at redemption value at December 31, 2020 and 2019, respectively	788,506,176	0
Shareholders' Equity (Deficit)
Common Stock, Value, Issued	396	0
Class B Common Stock
Shareholders' Equity (Deficit)
Common Stock, Value, Issued	$ 2,070	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jan. 07, 2021	Dec. 31, 2020	Dec. 31, 2019
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		5,000,000	5,000,000
Preferred Stock, Shares Issued		0	0
Preferred Stock, Shares Outstanding		0	0
Ordinary shares subject to possible redemption (in shares)		78,727,446
Class A Common Stock
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		500,000,000	500,000,000
Common Stock, Shares, Issued		3,960,547	0
Common Stock, Shares, Outstanding		3,960,547	0
Ordinary shares subject to possible redemption (in shares)		78,839,453	0
Class B Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized		50,000,000	50,000,000
Common Stock, Shares, Issued		20,700,000	1
Common Stock, Shares, Outstanding	260,965,701	20,700,000	1

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	2 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Formation and operating costs	$ 17,631	$ 6,862,095
Loss from operations	(17,631)	(6,862,095)
Other income:
Interest income on marketable securities held in Trust Account	0	117,255
Net Loss	(17,631)	(6,744,840)
Class A ordinary shares subject to possible redemption
Loss from operations	$ 0	$ 111,650
Other income:
Weighted Average Number of Shares Outstanding, Basic and Diluted	0	108,934,119
Earnings Per Share, Basic and Diluted	$ 0	$ 0.00
Nonredeemable ordinary shares
Loss from operations	$ (17,631)	$ (6,856,490)
Other income:
Net Loss	$ (17,631)	$ (6,744,840)
Weighted Average Number of Shares Outstanding, Basic and Diluted	1	21,178,291
Earnings Per Share, Basic and Diluted	$ (17,631)	$ (0.32)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($)	Total	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings
Balance at Oct. 17, 2019	$ 0		$ 0	$ 0	$ 0
Balance (in shares) at Oct. 17, 2019			0
Issuance of Class B ordinary shares to sponsor	0		$ 0	0	0
Issuance of Class B ordinary shares to sponsor (in shares)			1
Net loss	(17,631)		$ 0	0	(17,631)
Balance at Dec. 31, 2019	(17,631)	$ 0	$ 0	0	(17,631)
Balance (in shares) at Dec. 31, 2019		0	1
Cancellation of Class B ordinary share	0	$ 0	$ 0	0	0
Cancellation of Class B ordinary share (in shares)		0	(1)
Issuance of Class B ordinary shares to sponsor	25,000	$ 0	$ 2,070	22,930	0
Issuance of Class B ordinary shares to sponsor (in shares)		0	20,700,000
Sale of 82,800,000 Units, net of underwriting discount and offering expenses	783,843,654	$ 8,280	$ 0	783,835,374	0
Sale of 82,800,000 Units, net of underwriting discount and offering expenses (in shares)		82,800,000	0
Sale of 10,933,333 Private Placement Warrants	16,400,000	$ 0	$ 0	16,400,000	0
Ordinary shares subject to redemption	(788,506,176)	$ (7,884)	$ 0	(788,498,292)	0
Ordinary shares subject to redemption (in shares)		(78,839,453)	0
Net loss	(6,744,840)		$ 0	0	(6,744,840)
Balance at Dec. 31, 2020	$ 5,000,007	$ 396	$ 2,070	$ 11,760,012	$ (6,762,471)
Balance (in shares) at Dec. 31, 2020		3,960,547	20,700,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	2 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (17,631)	$ (6,744,840)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(117,255)
Changes in operating assets and liabilities:
Prepaid expenses		(299,666)
Accrued expenses		4,934,643
Net cash used in operating activities	(17,631)	(2,227,118)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(828,000,000)
Net cash used in investing activities		(828,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		813,600,000
Proceeds from sale of Private Placement Warrants		16,400,000
Advances from related party	17,631	193,137
Repayment of advances from related parties		(17,631)
Proceeds from Investors in connection with business combination		95,999,990
Repayment of Investors funds in connection with business combination		(68,000,000)
Proceeds from promissory note—related party		1,106,208
Repayment of promissory note—related party		(300,000)
Payment of offering costs		(776,346)
Net cash provided by financing activities	17,631	858,230,358
Net Change in Cash		28,003,240
Cash—Beginning		0
Cash—Ending	0	28,003,240
Non-cash investing and financing activities:
Initial classification of ordinary shares subject to possible redemption		795,251,020
Change in value of ordinary shares subject to possible redemption		(6,744,844)
Deferred underwriting fee		28,980,000
Deferred offering cost included in accrued offering costs	$ 100,346	$ 0

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Clover Health Investments, Corp., formerly known as Social Capital Hedosophia Holdings Corp. III (“SCH”), (the “Company”) was incorporated as a Cayman Islands exempted company on October 18, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

Business Combination

On October 5, 2020, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Clover Health Investments, Corp., a Delaware corporation (“Clover”), and Asclepius Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”).

On January 7, 2021, as contemplated by the Merger Agreement, the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated and continues as a Delaware corporation, changing its name to “Clover Health Investments, Corp.” (the “Domestication”).

On January 7, 2021, as contemplated by the Merger Agreement, Clover Health Investments, Corp. (“Clover Health”) consummated the merger transactions contemplated by the Merger Agreement, whereby (i) (x) Merger Sub merged with and into Clover, the separate corporate existence of Merger Sub ceased and Clover became the surviving corporation and a wholly owned subsidiary of Clover Health (the “First Merger”) and (y) Clover merged with and into Clover Health, the separate corporate existence of Clover ceased and Clover Health became the surviving corporation (together with the First Merger, the “Mergers”, and collectively with the “Domestication,” the “Transactions”) and (ii) as a result of the Mergers, among other things, (i) all outstanding shares of common stock of Clover immediately prior to the effective time of the First Merger were cancelled in exchange for the right to receive, at the election of the holders thereof (except with respect to the shares held by entities controlled by Vivek Garipalli and the holders of convertible securities previously issued by Clover to certain holders who will receive only shares of Class B Common Stock, par value $0.0001 per share, of Clover Health (“Class B Common Stock”), which will be entitled to 10 votes per share), an amount in cash, shares of Class B Common Stock, or a combination thereof, as adjusted in accordance with the Merger Agreement, which equaled in the aggregate $499,751,045 in cash and 260,965,701 shares of Class B Common Stock (at a deemed value of $10.00 per share); (ii) shares of Clover held by entities controlled by Vivek Garipalli and the holders of the convertible securities immediately prior to the effective time of the First Merger were cancelled in exchange for the right to receive shares of Clover Health Class B Common Stock based on an Exchange Ratio (as defined in the Merger Agreement) of 2.0681; and (iii) all shares of Clover Common Stock reserved in respect of Clover stock options and restricted stock units (“RSUs”) outstanding as of immediately prior to the effective time of the First Merger, were converted, based on the Exchange Ratio, into awards based on shares of Clover Health Class B Common Stock. The consideration that a Clover stockholder received was subject to pro rata adjustment depending on the election made by such stockholder, if any, in accordance with the terms of the Merger Agreement. The pro rata adjustments were made based on an Actual Cash/Stock Ratio (as defined in the Merger Agreement) of 32.3%.

In connection with the consummation of the Transactions (the “Closing”), (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of SCH (“SCH Class A ordinary shares”) converted automatically, on a

one-for-one

basis, into a share of Class A Common Stock, par value $0.0001 per share, of Clover Health (the “Class A Common Stock”, and together with the Class B Common Stock, the “Common Stock”), which will be entitled to one vote per share, (ii) each of the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of SCH, converted automatically, on a

one-for-one

basis, into a share of Class A Common Stock, (iii) each issued and outstanding warrant of SCH converted automatically into a warrant to acquire

one share

of Class A Common Stock (“Warrant”), pursuant to the Warrant Agreement, dated April 21, 2020, between SCH and Continental Stock Transfer & Trust Company, as warrant agent, and (iv) each issued and outstanding unit of SCH (“SCH unit”) that has not been previously separated into the underlying Class A Ordinary Share and underlying warrant of SCH upon the request of the holder thereof, was cancelled and the holder thereof is entitled to one share of Class A Common Stock and

one-third

of one Warrant.

Pursuant to the subscription agreements (the “Subscription Agreements”) entered into on October 5, 2020, by and among SCH and certain investors (collectively, the “PIPE Investors”), Clover Health issued and sold to the PIPE Investors (substantially concurrently with the consummation 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 SCH Sponsor III LLC (the “Sponsor”, and collectively, the “Sponsor Related PIPE Investors”).

The Transactions and PIPE Investment were approved by the Company’s shareholders at an extraordinary general meeting of the Company’s shareholders held on January 6, 2021 (the “Special Meeting”). Prior to and in connection with the Special Meeting, holders of 24,892 shares of SCH Class A ordinary shares (including those that underlie the SCH units) that were registered pursuant to the Registration Statements on Form

S-1

(333-236776

and

333-237777)

and the shares of Class A Common Stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication (the “Public 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 Company’s Trust Account (as defined below), 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.

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

Business Prior to the Business Combination

All activity through December 31, 2020 related to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and activities in connection with the proposed acquisition of Clover.

The registration statements for the Company’s Initial Public Offering became effective on April 21, 2020. On April 24, 2020, the Company consummated the Initial Public Offering of 82,800,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units sold, the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 10,800,000 Units, at $10.00 per Unit, generating gross proceeds of $828,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of

10,933,333

warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $16,400,000, which is described in Note 4.

Transaction costs amounted to $44,156,346 consisting of $14,400,000 of underwriting fees, $28,980,000 of deferred underwriting fees and $776,346 of other offering costs.

Following the closing of the Initial Public Offering on April 24, 2020, an amount of $828,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of

Rule 2a-7

of the Investment Company Act, as determined by the Company, until the Closing.

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Asclepius Merger Sub Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.

Cash and Marketable Securities Held in Trust Account

At December 31, 2020, the assets held in the Trust Account were primarily invested in money market funds, which invest in U.S. Treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption 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 the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

As of December 31, 2020 and 2019, the Company was considered an exempted Cayman Islands Company and was not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 38,533,333 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s consolidated statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) 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 proportionate share of income or loss on marketable securities held by the Trust Account, by the weighted average number of Class A ordinary shares subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for non-redeemable ordinary shares is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Class A ordinary shares subject to possible redemption, by the weighted average number of non-redeemable ordinary shares outstanding for the period

Non-redeemable common stock includes Founder Shares and non-redeemable ordinary shares of common stock as these shares do not have any redemption features. Non-redeemable ordinary shares participate in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Year Ended December 31, 2020			For the Period from October 18, 2019 (Inception) Through December 31, 2019
Class A Ordinary Shares Subject to Possible Redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	111,650		$	—

Net income attributable to Class A ordinary shares subject to possible redemption	$	111,650		$	—

Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		108,934,119			—

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(6,744,840	)	$	(17,631	)
Less: Net income attributable to Class A ordinary shares subject to possible redemption		(111,650	)		—

Non-Redeemable Net Loss	$	(6,856,490	)	$	(17,631	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		21,178,291			1

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.32	)	$	(17,631	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 per account. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

Recent 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 the accompanying consolidated financial statements.

SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

NOTE 7. SHAREHOLDERS’ EQUITY

Preferred Shares

—The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, and preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. At December 31, 2020 and 2019, there were no preferred shares issued or outstanding.

Class

A Ordinary Shares

—The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 3,960,547 Class A ordinary shares issued and outstanding, excluding 78,839,453 Class A ordinary shares subject to possible redemption. At December 31, 2019, there were no Class A ordinary shares issued or outstanding.

Class

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020 and 2019, there were 20,700,000 and one Class B ordinary shares issued and outstanding, respectively.

Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as otherwise required by law.

The Class B ordinary shares automatically converted into Class A ordinary shares at the closing of the Mergers.

Warrants

—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use it commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $18.00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder and

•

if, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a

-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like).

Redemption of warrants when the price per Class

A ordinary share equals or exceeds $10.00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares;

•

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and

•

if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

except as described above so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Cash and Marketable Securities Held in Trust Account

At December 31, 2020, the assets held in the Trust Account were primarily invested in money market funds, which invest in U.S. Treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

Income Taxes

more-likely-than-not

Net Income (Loss) Per Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Year Ended December 31, 2020			For the Period from October 18, 2019 (Inception) Through December 31, 2019
Class A Ordinary Shares Subject to Possible Redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	111,650		$	—

Net income attributable to Class A ordinary shares subject to possible redemption	$	—		$	—

Denominator: Weighted Average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		108,934,119			—

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00		$	—

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings

Net loss	$	(6,744,840	)	$	(17,631	)
Less: Net income allocable to Class A ordinary shares subject to possible redemption		(111,650	)		—

Non-Redeemable Net Loss	$	(6,856,490	)	$	(17,631	)

Denominator: Weighted Average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		21,178,291			1

Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.32	)	$	(17,631	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)						3 Months Ended	12 Months Ended
	Jan. 07, 2021	Jan. 06, 2021	Oct. 05, 2020	Apr. 24, 2020	Apr. 21, 2020	Jun. 30, 2020	Dec. 31, 2020	Mar. 24, 2021	Dec. 31, 2019
Sale of Stock, Number of Shares Issued in Transaction				82,800,000			82,800,000
Proceeds from Issuance Initial Public Offering				$ 828,000,000
Sale of Stock, Price Per Share				$ 10.00				$ 10.00
Class of Warrant or Right, Numbers Issued						10,933,333	10,933,333
Deferred Underwriting Fee Payable							$ 28,980,000
Initial Public Offering Costs							44,156,346
Underwriting Fees							14,400,000
Other Deferred Costs, Net							776,346
Proceeds from Issuance of Common Stock							$ 25,000
Warrants outstanding							38,533,271
Common Class B [Member]
Ordinary share, par value	$ 0.0001						$ 0.0001		$ 0.0001
Common Stock, Shares, Outstanding	260,965,701						20,700,000		1
Share Price	$ 10.00
Common Stock, Voting Rights	10 votes per share
Proceeds from Issuance of Common Stock	$ 499,751,045
Common Stock, Conversion Basis	2.0681
Pro rata adjustments, percentage	32.30%
Common Class B [Member] \| PIPE Investment [Member]
Common Stock, Shares, Outstanding							260,965,701
Common Class B [Member] \| Social Capital Hedosophia Holdings Corp III [Member]
Ordinary share, par value					$ 0.0001
Common Class A [Member]
Sale of Stock, Number of Shares Issued in Transaction			40,000,000
Ordinary share, par value							$ 0.0001		$ 0.0001
Common Stock, Shares, Outstanding							3,960,547		0
Proceeds from Issuance of Common Stock			$ 400,000,000
Common Class A [Member] \| PIPE Investment [Member]
Common Stock, Shares, Outstanding							143,475,108
Common Class A [Member] \| Social Capital Hedosophia Holdings Corp III [Member]
Sale of Stock, Price Per Share		$ 10.00141613
Ordinary share, par value				$ 0.0001
Proceeds from Issuance of Common Stock		$ 248,955
Common Stock, Conversion Basis					one-for-one
Conversion of Stock, Shares Converted					1
Common stock issued, Conversion basis		24,892
Redemption Price Per Share		$ 10.00141613
Common Stock, Value, Outstanding		$ 827,868,300
Balance to pay on merger consideration		$ 499,751,045
Common Class A [Member] \| Clover Health Investments Corp [Member]
Ordinary share, par value					$ 0.0001
Common Stock, Voting Rights					one vote
Common Class A [Member] \| SCH Sponsor III LLC [Member]
Sale of Stock, Number of Shares Issued in Transaction			15,200,000
Conversion Of Class B To Common Class A [Member] \| Social Capital Hedosophia Holdings Corp III [Member]
Common Stock, Conversion Basis					one-for-one
Private placement warrant
Class of Warrant or Right, Numbers Issued							10,933,333
Class of Warrant or Right, Per Warrant							$ 1.50
Proceeds from Issuance of Private Placement							$ 16,400,000
Over-Allotment option
Sale of Stock, Number of Shares Issued in Transaction				10,800,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary Of Net Income (Loss) Per Ordinary Share (Details) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Operating Income (Loss)	$ (17,631)	$ (6,862,095)
Net loss	(17,631)	(6,744,840)
Class A Ordinary Shares Subject To Possible Redemption [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest income	0	111,650
Operating Income (Loss)	$ 0	$ 111,650
Weighted average shares outstanding, basic and diluted	0	108,934,119
Basic and diluted net loss per ordinary share	$ 0	$ 0.00
Nonredeemable Ordinary Shares [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Interest income	$ 0	$ (111,650)
Operating Income (Loss)	$ (17,631)	$ (6,856,490)
Weighted average shares outstanding, basic and diluted	1	21,178,291
Basic and diluted net loss per ordinary share	$ (17,631)	$ (0.32)
Net loss	$ (17,631)	$ (6,744,840)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

RELATED PARTY TRANSACTIONS (Details) - USD ($)		1 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Apr. 21, 2020	Feb. 29, 2020	Oct. 31, 2019	Dec. 31, 2020	Mar. 24, 2021	Oct. 19, 2020	Apr. 24, 2020	Jan. 21, 2020	Dec. 31, 2019
Sponsor Monthly Fee Payable	$ 10,000			$ 80,000
Sale of Stock, Price Per Share					$ 10.00		$ 10.00
Advance Received from Investors				27,999,990					$ 0
Promissory note				806,208					$ 0
Sponsor
Debt Instrument, Face Amount			$ 25,000
Related Party Transaction Number Of Shares Held			17,250,000
Services Fee				$ 193,137
Related Party Transaction Shares Of Issued And Outstanding Shares After Initial Public Offering Held By Sponsor	20,700,000		1
Sponsor \| Class A Common Stock
Sale of Stock, Price Per Share				$ 12.00
Sponsor \| Over-Allotment option
Related Party Transaction Shares Of Issued And Outstanding Shares After Initial Public Offering Held By Sponsor				2,700,000
Related Party Transaction Percentage Of Issued And Outstanding Shares After Initial Public Offering Held By Sponsor				20.00%
Sponsor \| Initial public offering
Services Fee		$ 17,631
Service Fee Paid		$ 17,631
Notes Payable, Other Payables [Member] \| Sponsor
Debt Instrument, Face Amount								$ 300,000
Due to Related Parties, Current							$ 300,000
Promissory Note
Debt Instrument, Face Amount						$ 2,500,000

SHAREHOLDERS' EQUITY (Details)	Jan. 07, 2021 $ / shares shares	Dec. 31, 2020 Vote $ / shares shares	Dec. 31, 2019 Vote $ / shares shares
Preferred Stock, Shares Authorized		5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share \| $ / shares		$ 0.0001	$ 0.0001
Preferred Stock, Shares Issued		0	0
Preferred Stock, Shares Outstanding		0	0
Ordinary shares subject to possible redemption (in shares)		78,727,446
Class A Common Stock
Common Stock, Shares Authorized		500,000,000	500,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares		$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		3,960,547	0
Common Stock, Shares, Outstanding		3,960,547	0
Common stock, votes per share \| Vote		1	1
Ordinary shares subject to possible redemption (in shares)		78,839,453	0
Class B Common Stock
Common Stock, Shares Authorized		50,000,000	50,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		20,700,000	1
Common Stock, Shares, Outstanding	260,965,701	20,700,000	1
Common stock, votes per share \| Vote		1	1

SHAREHOLDERS' EQUITY - Warrants (Details)	12 Months Ended
SHAREHOLDERS' EQUITY - Warrants (Details)	Dec. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants exercisable term from the closing of the public offering	12 months
Warrants expiration term	5 years
Warrants exercisable for cash \| shares	0
Threshold period for filing registration statement after business combination	15 days
Threshold period for filing registration statement within number of days of business combination	60 days
Closing price of share for threshold consecutive trading days	30 days
Stock price trigger for redemption of public warrants	$ 18.00
Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00 [Member]
Class of Warrant or Right [Line Items]
Closing price of share for threshold consecutive trading days	20 days
Share Price	$ 18.00
Redemption price per warrant	$ 0.01
Class Of Warrant Or Right Minimum Threshold Written Notice Period For Redemption Of Warrants	30 days
Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 [Member]
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants	$ 10.00
Share Price	18.00
Redemption price per warrant	$ 0.10
Class Of Warrant Or Right Minimum Threshold Written Notice Period For Redemption Of Warrants	30 days

CONSOLIDATED STATEMENTS OF OPERATIONS - (Parenthetical)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - (Parenthetical)	Dec. 31, 2020 USD ($) shares
Income Statement [Abstract]
Ordinary shares subject to possible redemption (in shares) \| shares	78,727,446
Income attributable to ordinary shares subject to possible redemption \| $	$ (111,486)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Dec. 31, 2020 USD ($) shares
Warrants to purchase ordinary shares excluded from computation of diluted loss per share \| shares	38,533,333
Cash, FDIC Insured Amount \| $	$ 250,000

COMMITMENTS (Details)	12 Months Ended
COMMITMENTS (Details)	Dec. 31, 2020 USD ($) $ / shares
Deferred Underwriting Fees \| $ / shares	$ 0.35
Underwriting Discount, Percentage	10.00%
Refunds From Underwriting Discount	$ 1,440,000
Proceeds from Refund of Underwriting Discount	28,980,000
Aggregate cash consideration for business combination	$ 2,898,000

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical)	12 Months Ended
	Dec. 31, 2020 shares
Sale of 82,800,000 Units, net of underwriting discount and offering expenses (in shares)	82,800,000
Sale of 10,933,333 Private Placement Warrants (in shares)	10,933,333

INITIAL PUBLIC OFFERING (Details) - $ / shares		12 Months Ended
INITIAL PUBLIC OFFERING (Details) - $ / shares	Apr. 24, 2020	Dec. 31, 2020
INITIAL PUBLIC OFFERING
Sale of Stock, Number of Shares Issued in Transaction	82,800,000	82,800,000
Additional Purchase of Underwriting Shares		10,800,000
Shares Issued, Price Per Share		$ 10.00
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50

PRIVATE PLACEMENT (Details) - USD ($)	3 Months Ended	12 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2020
Class of Warrant or Right, Numbers Issued	10,933,333	10,933,333
Proceeds from Issuance of Warrants		$ 16,400,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 11.50
Private placement warrant
Class of Warrant or Right, Numbers Issued		10,933,333
Class of Warrant or Right, Per Warrant		$ 1.50

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Assets:
Marketable securities held in Trust Account	$ 828,117,255	$ 0
Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 1