Filed Pursuant to Rule 424(b)(3)
Registration No. 333-252073
PROSPECTUS
SUPPLEMENT NO. 1
(to Prospectus dated June 25, 2021)
Clover Health Investments, Corp.
303,904,202 Shares of Class A Common Stock
10,933,333 Warrants to Purchase Shares of Class A Common Stock 38,533,271 Shares of Class A Common Stock Underlying Warrants
This prospectus supplement supplements the prospectus dated June 25, 2021 (the Prospectus), which forms a part of
our registration statement on Form S-1 (No. 333-252073). This prospectus supplement is provided solely to update the principal and selling securityholders
table in the Prospectus to reflect certain transfers of shares of our Class A Common Stock (as defined below) beneficially owned by certain of the selling securityholders identified herein. The information with regard to the other selling
securityholders is unchanged from the information contained in the Prospectus.
The Prospectus and this prospectus supplement relates to
the offer and sale from time to time by the selling securityholders named in the Prospectus (the Selling Securityholders) of (A) up to 314,837,535 shares of Class A common stock, par value $0.0001 per share (Class A
common stock), consisting of (i) up to 40,000,000 shares of Class A common stock (the PIPE shares) issued in a private placement pursuant to subscription agreements entered into on October 5, 2020 (the PIPE
Investment); (ii) up to 20,700,000 shares of Class A common stock (the founder shares) issued upon consummation of the Business Combination (defined below), in exchange for shares of our Class A ordinary shares originally
issued in a private placement to SCH Sponsor III LLC (the Sponsor) and subsequently distributed to the previous independent directors of Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted Company (SCH);
(iii) up to 182,481,835 shares of Class A common stock reserved for issuance by us upon conversion of Class B common stock held by certain of our affiliates, including our officers, directors and greater than 10% stockholders, and their
affiliated entities; (iv) up to 16,548,512 shares of Class A common stock reserved for issuance by us upon conversion of Class B common stock issuable upon exercise of options to purchase Class B common stock; (v) up to
44,173,855 shares of Class A common stock reserved for issuance by us upon conversion of Class B common stock issuable upon settlement of restricted stock units; and (vi) up to 10,933,333 shares of Class A common stock upon
exercise of warrants to purchase shares of Class A common stock (the private placement warrants) originally issued in a private placement to the Sponsor, and (B) up to 10,933,333 private placement warrants.
In addition, this prospectus relates to the offer and sale of up to 27,599,938 shares of Class A common stock that are issuable by us
upon the exercise of 27,599,938 warrants (the public warrants and, together with the private placement warrants, the warrants) that were previously registered.
Our Class A Common Stock is listed on the Nasdaq Global Select Market (Nasdaq) under the symbol CLOV. On
July 6, 2021, the closing price of our Class A Common Stock was $10.00 per share and the last reported sales price of our public warrants was $3.81 per warrant.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or
utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in our
securities involves a high degree of risk. See the section entitled Risk Factors beginning on page 8 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 8, 2021.
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