Clover Health Investment, Corp. (CLOV) Misled Shareholders Regarding A Major Related Party Deal Ahead of Going Public
On October 6, 2020, Clover Health issued a press release announcing plans to become a publicly traded company via a merger with Social Capital Hedosophia Holdings Corp. III (“SCH”). SCH was a special purpose acquisition company (SPAC) that traded on the NYSE under IPOC. The press release stated that the transaction valued Clover Health at an enterprise value of approximately $3.7 billion, and the transaction was expected to deliver up to $1.2 billion in gross proceeds.
On January 7, 2021, Clover and SCH announced it had completed the business combination and that shares of Clover would trade on NASDAQ under ticker symbol CLOV the next day. On February 4, 2021, Hindenberg Research published a report revealing “how Clover Health and its Wall Street celebrity promoter, Chamath Palihapitiya, misled investors about critical aspects of Clover’s business in the run-up to the company’s SPAC go-public transaction last month.” Notably, Hindenberg revealed that Clover’s business model and software offering “are under active investigation by the Department of Justice (DOJ), which is investigating at least 12 issues ranging from kickbacks to marketing practices to undisclosed third-party deals.” On this news, shares of Clover dropped more than 12% from $13.95 on February 3 to $13.95 on February 4, 2021, representing a loss of $700 million in market capitalization.