“2014 Plan” are to the Amended and Restated 2014 Equity Incentive Plan of Clover;

“2020 Plan” are to the Clover Health 2020 Equity Incentive Plan attached to this proxy statement/prospectus as Annex F;

“Agreement End Date” are to February 10, 2021;

“Available SCH Cash” are to the amount as calculated by adding the Trust Amount and the PIPE Investment Amount;

“Available Stock Consideration Amount” means a number of shares of Clover Health Class B common stock equal to (1) 350,000,000, minus (2) the aggregate amount of Clover Health Class B common stock to be paid in respect of Clover Class Z common stock pursuant to the Merger Agreement, minus (3) the aggregate amount of Clover Health Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of all Clover Health Options and Clover Health Restricted Stock Awards immediately after the effective time of the First Merger, minus (4) the quotient obtained by dividing (x) $500,000,000 (less any redemptions from SCH’s public shareholders), by (y) $10.00;

“Business Combination” are to the Domestication together with the Mergers;

“Cayman Constitutional Documents” are to SCH’s Amended and Restated Memorandum and Articles of Association (as amended from time to time);

“Cayman Islands Companies Law” are to the Cayman Islands Companies Law (2020 Revision);

“Closing” are to the closing of the Business Combination;

“Closing Date” are to the date on which the Closing actually occurs;

“Clover” are to Clover Health Investments, Corp. prior to the Business Combination;

“Clover Awards” are to Clover Options, Clover RSUs and Clover Restricted Stock Awards;

“Clover Class Z common stock” are to shares of Clover Class Z common, par value $0.0001 per share;

“Clover common stock” are to shares of Clover common stock, par value $0.0001 per share;

“Clover Health” are to SCH after the Domestication and/or the Business Combination, including its name change from Social Capital Hedosophia Corp. III to “Clover Health Investments, Corp.”, as applicable;

“Clover Health Class A common stock” are to shares of Clover Health Class A common stock, par value $0.0001 per share, which will be entitled to one vote per share;

“Clover Health Class B common stock” are to shares of Clover Health Class B common stock, par value $0.0001 per share, which will be entitled to 10 votes per share;

“Clover Health common stock” are to shares of both Clover Health Class A common stock and Clover Health Class B common stock;

“Clover Health Options” are to options to purchase shares of Clover Health Class B common stock;

“Clover Health Restricted Stock Awards” are to restricted shares of Clover Health Class B common stock;

“Clover Health RSUs” are to restricted stock units based on shares of Clover Health Class B common stock;

“Clover Options” are to options to purchase shares of Clover common stock;

“Clover Restricted Stock Awards” are to restricted shares of Clover common stock;

“Clover RSUs” are to restricted stock units based on shares of Clover common stock;

“Clover Stockholders” are to the stockholders of Clover and holders of Clover Awards prior to the Business Combination;

“CMS” are to the Centers for Medicare & Medicaid Services;

“Company,” “we,” “us” and “our” are to SCH prior to its domestication as a corporation in the State of Delaware and to Clover Health after its domestication as a corporation incorporated in the State of Delaware, unless otherwise indicated in this proxy statement/prospectus;

“Condition Precedent Approvals” are to approval at the extraordinary general meeting of the Condition Precedent Proposals;

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Management Incentive Plan Proposal and the ESPP Proposal, collectively;

“Continental” are to Continental Stock Transfer & Trust Company;

“COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof.

“DGCL” are to the General Corporation Law of the State of Delaware;

“Domestication” are to the domestication of Social Capital Hedosophia Holdings Corp. III as a corporation incorporated in the State of Delaware;

“DTC” are to The Depository Trust Company;

“EHR” are to electronic health records;

“ESPP” are to the Clover Health 2020 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex H.

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to the quotient obtained by dividing (i) 350,000,000 by (ii) the aggregate fully diluted number of shares of Clover common stock issued and outstanding immediately prior to the Merger (assuming that all Clover Health Options are net-settled);

“FCA” are to the False Claims Act;

“FCPA” are to the United States Foreign Corrupt Practices Act;

“FDA” are to the U.S. Food and Drug Administration;

“First Merger” are to the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of SCH;

“founder shares” are to the SCH Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the SCH Class A ordinary shares that will be issued upon the conversion thereof;

“FTC” are to the Federal Trade Commission;

“GAAP” are to accounting principles generally accepted in the United States of America;

“HIPAA” are to the Health Insurance Portability and Accountability Act of 1996;

“HITECH” are to the Health Information Technology for Economic and Clinical Health Act;

“HMO” are to health maintenance organizations;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“initial public offering” are to SCH’s initial public offering that was consummated on April 24, 2020;

“IPO Registration Statement” are to the Registration Statements on Form S-1 (333-236776 and 333-237777) filed by SCH in connection with its initial public offering, which became effective on April 24, 2020;

“IRS” are to the U.S. Internal Revenue Service;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

“MA” are to Medicare Advantage;

“MCR” are to the medical care ratio;

“Medicare FFS” are to traditional fee-for-service Medicare;

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of October 5, 2020, by and among SCH, Merger Sub and Clover, a copy of which is attached to this proxy statement/prospectus statement as Annex A;

“Merger Sub” are to Asclepius Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SCH;

“Mergers” are to, collectively, the First Merger and the Second Merger;

“Minimum Cash Condition” are to the Trust Amount and the PIPE Investment Amount, in the aggregate, being greater than $700 million;

“MIP” are to the Clover Health 2020 Management Incentive Plan attached to this proxy statement/prospectus as Annex G;

“Nasdaq” are to the Nasdaq Global Select Market;

“NPS” are to the Net Promoter Score—a standardized tool that is widely used across various industries to measure customer satisfaction, which is calculated by asking customers to answer, on a 0 - 10 scale, “How likely is it that you would recommend [brand] to a friend or colleague?” Respondents who provide a score of 9 or 10 are designated “Promoters”, those who provide a score of 7 or 8 are designated “Passive,” and those who provide a score of 0 to 6 are “Detractors.” The overall Net Promoter Score is then calculated by subtracting the percentage of Detractors from the percentage of Promoters. Clover uses this metric to determine how providers are responding to the Clover Assistant. Through provider surveys, administered initially through email and now directly through the Clover Assistant Clover asks the provider to rank, on a scale of one to 10, how likely the provider would be to recommend the Clover Assistant to a friend. Clover believes that this metric is meaningful for investors because of the correlation between Net Promoter Score and provider satisfaction;

“NYSE” are to the New York Stock Exchange;

“ordinary shares” are to the SCH Class A ordinary shares and the SCH Class B ordinary shares, collectively;

“PCP” are to any primary care physician;

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

“PIPE Investment” are to the purchase of shares of Clover Health Class A common stock pursuant to the Subscription Agreements;

“PIPE Investment Amount” are to the aggregate gross purchase price received by SCH prior to or substantially concurrently with Closing for the shares in the PIPE Investment;

“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

“PMPM” are to per member per month;

“PPO” are to preferred provider organizations;

“Pre-Closing Restructuring Plan” are to the pre-Closing restructuring transactions set forth in Merger Agreement;

“private placement warrants” are to the SCH private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Clover Health issued as a matter of law upon the conversion thereof at the time of the Domestication;

“pro forma” are to giving pro forma effect to the Business Combination;

“Proposed Bylaws” are to the proposed bylaws of Clover Health upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex K;

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Clover Health upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex J;

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

“public shareholders” are to holders of public shares, whether acquired in SCH’s initial public offering or acquired in the secondary market;

“public shares” are to the SCH Class A ordinary shares (including those that underlie the units) that were offered and sold by SCH in its initial public offering and registered pursuant to the IPO Registration Statement or the shares of Clover Health Class A common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by SCH in its initial public offering and registered pursuant to the IPO Registration Statement or the redeemable warrants of Clover Health issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among SCH, Clover Health, the Sponsor, certain former stockholders of Clover, Dr. James Ryans, Jacqueline Reses and the other parties thereto attached to this proxy statement/prospectus as Annex E;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

“SCH” are to Social Capital Hedosophia Holdings Corp. III prior to its domestication as a corporation in the State of Delaware;

“SCH Class A ordinary shares” are to SCH’s Class A ordinary shares, par value $0.0001 per share;

“SCH Class B ordinary shares” are to SCH’s Class B ordinary shares, par value $0.0001 per share;

“SCH units” and “units” are to the units of SCH, each unit representing one SCH Class A ordinary share and one-third of one redeemable warrant to acquire one SCH Class A ordinary share, that were offered and sold by SCH in its initial public offering and registered pursuant to the IPO Registration Statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

“SEC” are to the United States Securities and Exchange Commission;

“Second Merger” are to the merger of the Company with and into SCH, with SCH surviving the merger;

“Securities Act” are to the Securities Act of 1933, as amended;

“Sponsor” are to SCH Sponsor III LLC, a Cayman Islands limited liability company;

“Sponsor Related PIPE Investors” are to the PIPE Investors that are existing directors, officers or equityholders of the Sponsor and its affiliates (together with their permitted transferees);

“Sponsor Support Agreement” are to that certain Support Agreement, dated October 5, 2020, by and among the Sponsor, SCH, each director of SCH and Clover, as amended and modified from time to time, attached to this proxy statement/prospectus as Annex C;

“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated, a form of which is attached to this proxy statement/prospectus as Annex D;

“Third Party PIPE Investment” are to any PIPE Investment made by a Third Party PIPE Investor;

“Third Party PIPE Investment Amount” are to the aggregate gross purchase price received by SCH prior to or substantially concurrently with Closing for the shares in the Third Party PIPE Investment;

“Third Party PIPE Investor” are to any PIPE Investor who is not (i) a Sponsor Related PIPE Investor or (ii) the Sponsor;

“trust account” are to the trust account established at the consummation of SCH’s initial public offering at J.P. Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

“Trust Agreement” are to the Investment Management Trust Agreement, dated April 21, 2020, by and between SCH and Continental Stock Transfer & Trust Company, as trustee;

“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy SCH’s obligations to its shareholders (if any) that exercise their rights to redeem their SCH Class A ordinary shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Clover or SCH);

“warrants” are to the public warrants and the private placement warrants.

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

the projected financial information, anticipated growth rate, and market opportunity of Clover Health;

the ability to obtain or maintain the listing of Clover Health Class A common stock and Clover Health warrants on Nasdaq following the Business Combination;

our public securities’ potential liquidity and trading;

our ability to raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

SCH officers and directors allocating their time to other businesses and potentially having conflicts of interest with SCH’s business or in approving the Business Combination;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

the impact of the regulatory environment and complexities with compliance related to such environment;

factors relating to the business, operations and financial performance of Clover and its subsidiaries, including:

the effect of uncertainties related to the global COVID-19 pandemic on its business, results of operations, and financial condition;

the ability of Clover to maintain an effective system of internal controls over financial reporting;

the ability of Clover to grow market share in its existing markets or any new markets it may enter;

the ability of Clover to respond to general economic conditions;

the ability of Clover to manage its growth effectively and its expectations regarding the development and expansion of its business;

the ability of Clover to achieve and maintain profitability in the future;

the success of strategic relationships with third parties;

the anticipated benefits associated with the use of the Clover Assistant platform, including its ability to utilize the platform to manage medical costs of its members;

its ability to successfully enter new service markets and manage its operations;

its ability to expand its member base and provider network;

its ability to increase adoption and use of the Clover Assistant;

its ability to develop new features and functionality that meet market needs and achieve market acceptance;

its ability to retain and hire necessary employees and staff our operations appropriately;

its ability to maintain, protect and enhance our intellectual property; and

other factors detailed under the section entitled “Risk Factors.”

Why am I receiving this proxy statement/prospectus?

SCH shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the mergers of (x) Merger Sub with and into Clover, with Clover surviving the merger as a wholly owned subsidiary of SCH, and (y) the Company with and into SCH, with SCH surviving the merger, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “BCA Proposal” for more detail.

What proposals are shareholders of SCH being asked to vote upon?

At the extraordinary general meeting, SCH is asking holders of ordinary shares to consider and vote upon:

a proposal to approve by ordinary resolution and adopt the Merger Agreement;

a proposal to approve by special resolution the Domestication;

the following five separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

to authorize the change in the authorized capital stock of SCH from (i) 500,000,000 SCH Class A ordinary shares, 50,000,000 SCH Class B ordinary shares and 5,000,000 preferred shares, par value $0.0001 per share, to (ii)             shares of Clover Health Class A common stock,              shares of Clover Health Class B common stock and             shares of Clover Health preferred stock;

to authorize the board of directors of Clover Health (the “Board”) to issue any or all shares of Clover Health preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL;

to authorize a dual class common stock structure pursuant to which holders of Clover Health Class A common stock will be entitled to cast one vote per share of Clover Health Class A common stock and holders of shares of Clover Health Class B common stock will be entitled to cast 10 votes per share of Clover Health Class B common stock on each matter properly submitted to Clover Health stockholders entitled to vote;

to divide the Board into three classes with only one class of directors being elected in each year and each class serving a three-year term;

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including, (1) changing the corporate name from “Social Capital Hedosophia Holdings Corp. III” to “Clover Health Investments, Corp.” in connection with the Business Combination, (2) making Clover Health’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation and (4) being subject to the provisions of Section 203 of DGCL and (5) removing certain provisions related to SCH’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which SCH’s board of directors believes is necessary to adequately address the needs of Clover Health after the Business Combination;

a proposal to approve by ordinary resolution the election of         directors to serve staggered terms, who, upon consummation of the Business Combination, will be the directors of Clover Health;

a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of Clover Health Class A common stock or Clover Health Class B common stock, as applicable, to (1) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant to the PIPE Investment and (b) the Clover Stockholders pursuant to the Merger Agreement;

a proposal to approve by ordinary resolution the 2020 Plan;

a proposal to approve by ordinary resolution the MIP;

a proposal to approve by ordinary resolution the ESPP; and

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

Are the proposals conditioned on one another?

Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Why is SCH proposing the Business Combination?

What will Clover Stockholders receive in return for SCH’s acquisition of all of the issued and outstanding equity interests of Clover?

As a result of and upon the Closing, among other things, (i) all outstanding shares of Clover common stock (after giving effect to the Pre-Closing Restructuring Plan, as more fully described elsewhere in this proxy statement/prospectus) as of immediately prior to the effective time of the First Merger, and, together with shares of Clover common stock reserved in respect of Clover Awards outstanding as of immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof (except with respect to the shares held by entities affiliated with Vivek Garipalli and the holders of the Convertible Securities who will receive only shares of Clover Health B common stock), an amount in cash, shares of Clover Health Class B common stock, or a combination thereof, as adjusted in accordance with the Merger Agreement, which in the aggregate will equal an amount in cash of up to $500,000,000 (less any redemptions from SCH’s public shareholders) (the “Cash Consideration”) and a number of shares of Clover Health Class B common stock equal to (A) 350,000,000, minus (B) the aggregate amount of Clover Health Class B common stock to be paid in respect of the shares held by entities controlled by Vivek Garipalli and the holders of the Convertible Securities, minus (C) the aggregate amount of Clover Health Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Clover Awards, minus (D) the quotient obtained by dividing (x) the Cash Consideration by (y) $10.00; (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 will be cancelled in exchange for the right to receive shares of Clover Health Class B common stock based on the Exchange Ratio; and (iii) all shares of Clover common stock reserved in respect of the Clover Awards outstanding as of immediately prior to the effective time of the First Merger, will be converted, based on the Exchange Ratio, into awards based on shares of Clover Health Class B common stock, which will, in the case of all shares described in clauses (i), (ii) and (iii) hereof, in the aggregate equal an aggregate merger consideration of $3,500,000,000 (the “Aggregate Merger Consideration”). The portion of the Aggregate Merger Consideration reflecting the conversion of the Clover Awards is calculated assuming that all Clover Health Options are net-settled (although Clover Health Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including, if applicable: to Clover management pursuant to the MIP. For further details, see the section entitled “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.”

What equity stake and voting power will current SCH shareholders and Clover Stockholders hold in Clover Health immediately after the consummation of the Business Combination?

As of the date of this proxy statement/prospectus, there are 103,500,000 ordinary shares issued and outstanding, which includes the 20,700,000 founder shares held by the Sponsor (including SCH’s independent directors) and the 82,800,000 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 38,533,333 warrants, which includes the 10,933,333 private placement warrants held by the Sponsor and the 27,600,000 public warrants. Each whole warrant entitles the holder thereof to purchase one SCH Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Clover Health Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the SCH fully diluted share capital would be 142,033,333.

Assumes redemptions of 52,800,000 Class A public shares of SCH in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of September 30, 2020.

Assuming (a) the aggregate cash amount elected by Clover Stockholders is adjusted pro rata in accordance with the Merger Agreement so that the aggregate cash amount elected by the Clover Stockholders will equal $500,000,000 such that all Clover Stockholders subject to the cash/stock election will receive Mixed Election Consideration with a Mixed Election Percentage of     %, and (b) the Convertible Securities are converted into shares of Clover Class Z common stock assuming a Closing Date of             ,              shares are expected to be issued to existing Clover common and preferred stockholders,              shares are expected to be issued to existing holders of the Convertible Securities,              shares are expected to be issued to Clover warrant holders and              shares underlying options are expected to be included as part of consideration (with such options being calculated on a net-exercise basis).

Assuming (a) all Clover Stockholders only receive Stock Consideration and no Cash Consideration, and (b) the Convertible Securities are converted into shares of Clover Class Z common stock assuming a Closing Date of             ,             shares are expected to be issued to existing Clover common and preferred stockholders, shares are expected to be issued to existing holders of the Convertible Securities,             shares are expected to be issued to Clover warrant holders and             shares underlying options are expected to be included as part of the consideration (with such options being calculated on a net-exercise basis).

Includes, as applicable, 15,500,000 shares subscribed for by the Sponsor Related PIPE Investors and 200,000 shares held by the independent directors of SCH.

The varying ownership levels and voting power in Clover Health prior to and immediately following the consummation of the Business Combination displayed in these charts are based on the assumptions above and the assumptions noted in the table immediately above.

How has the announcement of the Business Combination affected the trading price of the SCH Class A ordinary shares?

On October 5, 2020, the trading date before the public announcement of the Business Combination, SCH’s public units, Class A ordinary shares and warrants closed at $13.71, $12.68 and $3.85, respectively. On November 17, 2020, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and warrants closed at $10.46, $10.00 and $1.55, respectively.

Will the Company obtain new financing in connection with the Business Combination?

Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 40,000,000 shares of Clover Health Class A common stock, for approximately $400,000,000 of gross proceeds, in the PIPE Investment, a portion of which is expected to be funded by the Sponsor Related PIPE Investors. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See the section entitled “BCA Proposal—Related Agreements—Subscription Agreements.”

Why is SCH proposing the Domestication?

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of SCH’s domicile to Delaware. Further, SCH’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. SCH’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal—Reasons for the Domestication.”

What amendments will be made to the current constitutional documents of SCH?

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, SCH’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace SCH’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Law, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:

Cayman Constitutional Documents

Proposed Organizational Documents

Corporate Name (Organizational Documents Proposal E)

Perpetual Existence (Organizational Documents Proposal E)

Exclusive Forum (Organizational Documents Proposal E)

Takeovers by Interested Stockholders (Organizational Documents Proposal E)

Provisions Related to Status as Blank Check Company (Organizational Documents Proposal E)

The Cayman Constitutional Documents include various provisions related to SCH’s status as a blank check company prior to the consummation of a business combination.

See Article 49 of the Cayman Constitutional Documents.

How will the Domestication affect my ordinary shares, warrants and units?

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding SCH Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Clover Health Class A common stock; (2) each of the then issued and outstanding SCH Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Clover Health Class A common stock; (3) each then issued and outstanding SCH warrant will convert automatically into a Clover Health warrant, pursuant to the Warrant Agreement and (4) each of the then issued and outstanding units of SCH that have not been previously separated into the underlying SCH Class A ordinary shares and underlying SCH warrants upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Clover Health Class A common stock and one-third of one Clover Health warrant. See the section entitled “Domestication Proposal” for additional information.

What are the U.S. federal income tax consequences of the Domestication?

As discussed more fully under the section entitled “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder whose SCH Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of SCH’s earnings in income;

A U.S. Holder whose SCH Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of SCH stock entitled to vote and less than 10% of the total value of all classes of SCH stock will generally recognize gain (but not loss) on the exchange of SCH Class A ordinary shares for Clover Health Class A common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its SCH Class A ordinary shares provided certain other requirements are satisfied; and

A U.S. Holder whose SCH Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of SCH stock entitled to vote or 10% or more of the total value of all classes of SCH stock will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its SCH Class A ordinary shares.

Do I have redemption rights?

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

How do I exercise my redemption rights?

If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

submit a written request to Continental, SCH’s transfer agent, that Clover Health redeem all or a portion of your public shares for cash; and

deliver your public shares to Continental, SCH’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to

What are the U.S. federal income tax consequences of exercising my redemption rights?

It is expected that a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Clover Health Class A common stock will generally be treated as selling such Clover Health Class A common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Clover Health Class A common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations.”

What happens to the funds deposited in the trust account after consummation of the Business Combination?

Following the closing of SCH’s initial public offering, an amount equal to $828.0 million ($10.00 per unit) of the net proceeds from SCH’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of September 30, 2020, funds in the trust account totaled $828,096,607 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of SCH’s obligation to redeem 100% of the public shares if it does not complete a business combination by April 24, 2022 and (3) the redemption of all of the public shares if SCH is unable to complete a business combination by April 24, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

What conditions must be satisfied to complete the Business Combination?

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of SCH and Clover, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, (iv) receipt of approval for listing on Nasdaq of the shares of Clover Health Class A common stock to be issued in connection with the Mergers, (v) that Clover Health have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions.

When do you expect the Business Combination to be completed?

It is currently expected that the Business Combination will be consummated in the first quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to SCH shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by SCH’s shareholders at the extraordinary general meeting and SCH elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see the section entitled “BCA Proposal—The Merger Agreement.”

What happens if the Business Combination is not consummated?

SCH will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If SCH is not able to complete the Business Combination with Clover by April 24, 2022 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, SCH will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

Neither SCH’s shareholders nor SCH’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Law or under the DGCL.

What do I need to do now?

SCH urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. SCH’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person or virtually, obtain a valid proxy from your broker, bank or nominee.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

When and where will the extraordinary general meeting be held?

The extraordinary general meeting will be held at                                         , Eastern Time, on                          2020, at 525 University Ave, Palo Alto, California 94301, or virtually via live webcast at https://www.cstproxy.com/socialcapitalhedosophiaholdingsiii/sm2020 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Who is entitled to vote at the extraordinary general meeting?

SCH has fixed                    , 2020 as the record date for the extraordinary general meeting. If you were a shareholder of SCH at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or virtually or is represented by proxy at the extraordinary general meeting.

How many votes do I have?

SCH shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were                ordinary shares issued and outstanding, of which                were issued and outstanding public shares.

What constitutes a quorum?

A quorum of SCH shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or virtually or by proxy. As of the record date for the extraordinary general meeting,                 ordinary shares would be required to achieve a quorum.

What vote is required to approve each proposal at the extraordinary general meeting?

The following votes are required for each proposal at the extraordinary general meeting:

BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Management Incentive Plan Proposal: The approval of the Management Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

What are the recommendations of SCH’s board of directors?

SCH’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of SCH’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Management Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

How does the Sponsor intend to vote their shares?

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the founder shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including SCH’s independent directors) owns 20% of the issued and outstanding ordinary shares.

What happens if I sell my SCH ordinary shares before the extraordinary general meeting?

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

May I change my vote after I have mailed my signed proxy card?

Yes. Shareholders may send a later-dated, signed proxy card to SCH’s Secretary at SCH’s address set forth below so that it is received by SCH’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on                , 2020) or attend the extraordinary general meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to SCH’s Secretary, which must be received by SCH’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

What happens if I fail to take any action with respect to the extraordinary general meeting?

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Clover Health. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of SCH. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

What should I do with my share certificates, warrant certificates or unit certificates?

Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, SCH’s transfer agent, prior to the extraordinary general meeting.

What should I do if I receive more than one set of voting materials?

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

SCH will pay the cost of soliciting proxies for the extraordinary general meeting. SCH has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. SCH has agreed to pay Morrow a fee of $37,500, plus disbursements (to be paid with non-trust account funds). SCH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of SCH Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of SCH Class A ordinary shares and in obtaining voting instructions from those owners. SCH’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Where can I find the voting results of the extraordinary general meeting?

The preliminary voting results will be expected to be announced at the extraordinary general meeting. SCH will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Who can help answer my questions?

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact: