United States securities and exchange commission logo

                             September 9, 2022

       Vivek Garipalli
       Chief Executive Officer
       Clover Health Investments, Corp.
       3401 Mallory Lane, Suite 210
       Franklin, Tennessee 37067

                                                        Re: Clover Health
Investments, Corp.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2022
                                                            Form 8-K filed
August 8, 2022
                                                            File No. 001-39252

       Dear Mr. Garipalli:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-Q for the Quarterly Period Ended June 30, 2022

       Condensed Consolidated Statements of Changes in Convertible Preferred
Stock and
       Stockholders Equity, page 8

   1.                                                   We note that the
activity and number of shares of Class A and Class B common stock are
                                                        combined into the same
column. Please revise, in your future filings, to present separate
                                                        columns for the Class A
and the Class B common stock and the related activities. In
                                                        addition, provide
similar disaggregation for your Treasury Stock to clarify which class of
                                                        outstanding stock the
treasury stock relates to.
       Notes to Unaudited Condensed Consolidated Financial Statements
       Note 2. Summary of Significant Accounting Policies
       Performance Guarantees, page 12
 Vivek Garipalli
FirstName LastNameVivek    Garipalli
Clover Health Investments, Corp.
Comapany 9,
September NameClover
             2022      Health Investments, Corp.
Page 2    9, 2022 Page 2
FirstName LastName
2.       Please tell us and revise to disclose, in your future filings, the
authoritative accounting
         literature the Company is applying in accounting for the performance
guarantees through
         your participation in the Centers for Medicare and Medicaid Services'
(   CMS   ) Global
         and Professional Direct Contracting model.

Form 8-K filed August 8, 2022

Exhibit 99.1
Financial Outlook, page 1

3.       We note your reference to non-insurance margin contribution. Please
address the
             Tell us how you use this measure and if you report it in your
             To the extent that you continue to use it and report it, tell us
and revise your future
              filings to define this measure and confirm whether it is a
non-GAAP measure;
             Tell us how it relates to or compares to your non-insurance gross
profit non-GAAP
              measure; and
             Provide other disclosures required by Item 10(e), including a
reconciliation to the
              most directly comparable GAAP measure.
Adjusted EBITDA Reconciliation, page 6

4.       We note your presentation of the non-GAAP measure "Adjusted EBITDA",
         excludes the impact of the premium deficiency reserve (benefit)
expense. Please explain
         to us your basis for excluding the premium deficiency (reserve)
expense. Ensure your
         response addresses your consideration of the following:
             Tell us your consideration of whether this relates to a normal,
recurring, cash
              operating (benefit) expense of the Company;
             Regarding your response to the bullet above, tell us whether the
charges associated
              with this adjustment relate to liabilities that required, or will
require, cash settlement,
              or would have required cash settlement absent an ability to
settle in another manner;
             We note that this adjustment was not included in your definition
of Adjusted
              EBITDA in prior year filings, tell us if there was any change to
your business
              activities and why you believe it is now meaningful to exclude it
from your Adjusted
              EBITDA compared to the prior years; and
             Tell us how you considered whether this represents tailored
accounting, which is
              prohibited by Rule 100(b) of Regulation G, as discussed in
Question 100.04 of the
              Non-GAAP Financial Measures Compliance and Disclosures
Adjusted Operating Expenses Reconciliation, page 7

5.       We note your reconciliation for "Adjusted Operating Expenses"
reconciles to "total
         salaries and benefits plus general and administrative expenses" as the
most directly
         comparable GAAP measure rather than total operating expenses.
Similarly, we note that
 Vivek Garipalli
Clover Health Investments, Corp.
September 9, 2022
Page 3
         this measure excludes other operating expenses of the Company (e.g.,
net medical claims
         incurred). Please revise the caption of this non-GAAP measure, and any
         measures related to it, to more appropriately reflect and describe the
nature of the
         expenses that it represents.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Marc Thomas at (202)551-3452 or Robert Klein at
(202)551-3847 with
any questions.

FirstName LastNameVivek Garipalli                           Sincerely,
Comapany NameClover Health Investments, Corp.
                                                            Division of
Corporation Finance
September 9, 2022 Page 3                                    Office of Finance
FirstName LastName