SEC Form SC 13D/A filed by Clover Health Investments Corp. (Amendment)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1		Name of Reporting Person   ChaChaCha SPAC C LLC
2.		Check the Appropriate Box if a Member of a Group (a)☐ (b)⌧
3.		SEC Use Only
4.		Source of Funds   WC, BK
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   19,132,693
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   19,132,693
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   19,132,693
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ☐
13.		Percent of ClassRepresented by Amount in Row (11)   4.99%
14.		Type of Reporting Person   OO

EXPLANATORY NOTE

Item 1. Security and Issuer

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on January 15, 2021, as amended to date (the “Schedule 13D”), relating to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Clover Health Investments, Corp., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 3401 Mallory Lane, Suite 210, Franklin, Tennessee 37067.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 383,247,718 shares of Class A Common Stock outstanding on August 2, 2022, as reported in the Issuer’s proxy statement filed with the Securities and Exchange Commission on August 12, 2022:

(1) Mr. Palihapitiya may be deemed to beneficially own the Issuer securities held by ChaChaCha.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by the following:

Except as set forth below, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past sixty days.

The sales disclosed herein were made primarily to allow the recognition of related tax losses.

Item 5(e) of the Schedule 13D is hereby amended and supplemented by the following:

As of October 3, 2022, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 3, 2022