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Item 1. Financial Statements

2022-08-12 compared with 2022-05-16 · 232 added, 247 removed, 210 unchanged (70% of the section changed)

Financial Statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED BALANCE SHEETS

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets

8 unchanged sentences

Advances from related party

Promissory note – related party

Total current liabilities

3 unchanged sentences

Temporary Equity

Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value as of March 31, 2022 and December 31, 2021

Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021

Permanent Deficit

1 unchanged sentence

5,000,000 shares authorized;

no shares issued and outstanding as of March 31, 2022 and December 31, 2021

no shares issued and outstanding as of June 30, 2022 and December 31, 2021

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

640,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of March 31, 2022 and December 31, 2021

640,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

6,250,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021

6,250,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021

Additional paid-in

2 unchanged sentences

TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three

For the Period from

February 25, 2021

Through March 31,

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Ended June 30,

For the Period

from February

Through June 30,

Operating and formation costs

2 unchanged sentences

Interest earned on marketable securities held in Trust Account

Other income, net

Basic and diluted weighted average shares outstanding, Class A ordinary shares

2 unchanged sentences

Basic and diluted net loss per share, Class B ordinary shares

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND PERMANENT DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND PERMANENT (DEFICIT) EQUITY

THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Temporary Equity

2 unchanged sentences

Balance –January 1, 2022

Remeasurement for Class A ordinary shares to redemption amount

Remeasurement for Class A ordinary

shares to redemption amount

Balance – March 31, 2022

FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH MARCH 31, 2021

Temporary Equity

Remeasurement for Class A ordinary shares to redemption amount

Balance – June 30, 2022

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH JUNE 30, 2021

Ordinary Shares

1 unchanged sentence

Balance –February 25, 2021

Issuance of Class B ordinary shares to

Issuance of Class B ordinary shares to Sponsor

Balance – March 31, 2021

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

Balance – June 30, 2021

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Period from

February 25, 2021

Through March 31,

Through June 30,

Cash Flows from Operating Activities:

8 unchanged sentences

Cash Flows from Financing Activities:

Advances from related party

Proceeds from promissory note – related party

2 unchanged sentences

Net Change in Cash

Cash – Beginning of period (inception)

Cash – Beginning of period

Cash – End of period

3 unchanged sentences

Offering costs included in accrued offering costs

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Social Capital Suvretta Holdings Corp.

III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021.

III (now known as ProKidney Corp.) (the “Company” or “SCS”) was a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021 .

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2022, the Company had not commenced any operations.

All activity for the period from February 25, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of ProKidney LP (see Note 6).

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company generates non-operating

income in the form of interest income from the marketable securities held in the Trust Account (as defined below).

Business Combination

On July 11, 2022 (the “Closing Date”), SCS consummated the previously announced business combination (the “Business Combination”) with ProKidney LP, a limited partnership registered under the laws of Ireland (“ProKidney”).

In connection with the closing of the Business Combination, SCS changed its name from “Social Capital Suvretta Holdings Corp.

III” to “ProKidney Corp.” (or “New ProKidney”).

On the Closing Date, the following transactions occurred (the “Transactions”):

(i) ProKidney issued to SCS a number of Post-Combination ProKidney Common Units equal to the number of fully diluted outstanding SCS ordinary shares as of immediately prior to the Closing (but after giving effect to all redemptions of SCS Class A ordinary shares and the purchase of SCS Class A ordinary shares and/or Post-Combination ProKidney Common Units pursuant to one or more subscription agreements (the “PIPE Placement”)), in exchange for (a) (x) New ProKidney Class B ordinary shares, which shares have no economic rights but entitle the holders thereof to vote on all matters on which shareholders of New ProKidney would be entitled to vote generally, and (y) restricted stock rights in respect of New ProKidney Class B ordinary shares (“New ProKidney Class B PMEL RSRs”), which restricted stock rights will convert into New ProKidney Class B ordinary shares upon the vesting of the associated PMEL RCUs, (b) an amount in cash equal to the aggregate proceeds obtained by SCS in the PIPE Placement and (c) an amount in cash equal to the aggregate proceeds available for release to SCS from SCS’s trust account (“Trust Account”) (after giving effect to all redemptions of SCS Class A ordinary shares and after payment of any deferred underwriting commissions being held in the Trust Account and payment of certain transaction expenses);

(ii) Legacy GP resigned as the general partner of ProKidney and New GP was admitted as the general partner of ProKidney;

(iii) ProKidney distributed to the Closing ProKidney Unitholders the New ProKidney Class B ordinary shares and New ProKidney Class B PMEL RSRs received pursuant to clause (i)(a) (x) and (y) above;

(iv) holders of Legacy ProKidney Class A Units received an aggregate of

17,500,000 Earnout RCUs and 17,500,000 Earnout RSRs (collectively, the “Earnout Rights”), which Earnout Rights vest in three equal tranches upon the achievement of certain New ProKidney share price milestones or certain change of control events.

When vested, the Earnout RCUs will automatically convert into Post-Combination ProKidney Common Units and the associated Earnout RSRs will automatically convert into New ProKidney Class B ordinary shares, respectively.

Holders of an aggregate of 22,829,769 Class A ordinary shares of SCS sold in its initial public offering (the “Public Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the Trust Account, which was approximately $ 10.00 per share, or approximately $ 228.7 million in the

aggregate, including interest.

In connection with the execution of the Business Combination Agreement, SCS and New ProKidney entered into subscription agreements (the “Subscription Agreements”) with investors (the “PIPE Investors”), pursuant to which, among other things, New ProKidney agreed to issue and sell in a private placement an aggregate of 52,480,000 shares of New ProKidney Class A ordinary shares and 5,000,000 Post-Combination ProKidney Common Units (together with a corresponding number of New ProKidney Class B ordinary shares) to the PIPE Investors for a purchase price of $ 10.00 per share or Post-Combination ProKidney Common Unit, as applicable, and an aggregate purchase price of $ 574.8 million.

Immediately after giving effect to the Business Combination, the following equity securities of New ProKidney were issued and outstanding:

(i) 9,060,231 New ProKidney Class A ordinary shares issued to the holders of pre-Closing

SCS Class A ordinary shares and SCS Class B ordinary shares, (ii) 52,480,000 Class A ordinary shares issued in the PIPE Placement and (iii) 170,723,961 New ProKidney Class B ordinary shares, exclusive of 9,276,039 ProKidney Class B RSRs and 17,500,000 Earnout RSRs.

As noted above, an aggregate of approximately $ 228.7 million was paid from the Trust Account to holders that properly exercised their right to have public shares redeemed, and the remaining balance immediately prior to the Closing of approximately $ 21.7 million remained in the Trust Account.

The remaining amount in the Trust Account was used to fund expenses incurred by SCS and ProKidney in connection with the Business Combination and will be used for general corporate purposes of New ProKidney following the Business Combination.

Business Prior to the Business Combination

Prior to the Business Combination, the Company had one wholly owned subsidiary, ProKidney Corp.

GP Limited., which was incorporated in Dublin on June 3, 2022 (“Merger Sub”).

All activity for the period from February 25, 2021 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a business combination and consummating the acquisition of ProKidney.

The registration statements for the Company’s Initial Public Offering became effective on June 29, 2021 and June 30, 2021.

On July 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares (the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at $ 10.00 per Public Share, generating gross proceeds of $ 250,000,000 , which is described in Note 3.

The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed financial statements.

The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed consolidated financial statements.

Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the sale of 640,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $ 10.00 per Private Placement Share in a private placement to SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $ 6,400,000 , which is described in Note 4.

Transaction costs amounted to $ 12,479,666 , consisting of $ 4,400,000 of underwriting fees, $ 7,700,000 of deferred underwriting fees and $ 379,666 of other offering costs.

In connection with the closing of the Initial Public Offering on July 2, 2021, an amount of $ 250,000,000 ($ 10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.

1 unchanged sentence

of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of:

(a) the completion of a Business Combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to certain limitations;

(b) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-Business

Combination activity;

and (c) the redemption of the Public Shares if the Company has not completed a Business Combination within the Combination Period or during any applicable extension period.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 % of the value of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (a) in connection with a general meeting called to approve the Business Combination or (b) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem all or a portion of their Public Shares at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described below.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, in no event will the Company redeem the Public Shares in an amount that would cause the Company’s net tangible assets to be less than $ 5,000,001 following such redemptions.

Redemptions of the Public Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination.

If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and will file proxy materials with the SEC.

If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the Company.

The Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against a Business Combination.

Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor and the Company’s directors and officers have agreed to waive:

(a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of a Business Combination;

(b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period, or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-Business

Combination activity;

and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete a Business Combination within the Combination Period or during any applicable extension period (although such persons will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame).

If the Company submits the Business Combination to the Public Shareholders for a vote, the Sponsor and the Company’s directors and officers have also agreed to vote any Founder Shares, Private Placement Shares and Public Shares held by them in favor of the Business Combination.

The Company will have until July 2, 2023 to complete a Business Combination (the “Combination Period”), or such longer period as a result of a shareholder vote to amend such time period pursuant to the Company’s Amended and Restated Memorandum and Articles of Association.

However, if the Company has not completed a Business Combination within such Combination Period or during any applicable extension period, the Company will:

(a) cease all operations except for the purpose of winding up;

(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $ 100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any);

and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations.

The Company has not asked the Sponsor to reserve for such obligations.

None of the Company’s directors or officers will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

Proposed ProKidney Business Combination

On January 18, 2022, the Company entered into a Business Combination Agreement (the “ProKidney Business Combination Agreement”) with ProKidney LP, a limited partnership registered under the laws of Ireland (“ProKidney”), acting through its general partner ProKidney GP Limited, a private limited company incorporated under the laws of Ireland (“Legacy GP”).

The ProKidney Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, prior to or at the closing of the ProKidney Business Combination Agreement (the “Closing”), the following transactions will occur (together with the other transactions contemplated by the ProKidney Business Combination Agreement, the “ProKidney Business Combination”):

(1) ProKidney will issue to the Company a number of common units of ProKidney (“Post-Combination ProKidney Common Units”) equal to the number of fully diluted outstanding ordinary shares of the Company as of immediately prior to the Closing (but after giving effect to all redemptions of Public Shares and the purchase of Class A ordinary shares pursuant to one or more subscription agreements (the “PIPE Investment”)), in exchange for (a) (x) new Class B ordinary shares (“New ProKidney Class B ordinary shares”), which shares will have no economic rights but will entitle the holders thereof to vote on all matters on which shareholders of the Company are entitled to vote generally, and (y) restricted stock rights in respect of New ProKidney Class B ordinary shares (“New ProKidney Class B PMEL RSRs”), which restricted stock rights shall convert into New ProKidney Class B ordinary shares upon the vesting of the associated restricted common unit of ProKidney, (b) an amount in cash equal to the aggregate proceeds obtained by the Company in the PIPE Investment and (c) an amount in cash equal to the aggregate proceeds available for release to the Company from the Trust Account (after giving effect to all redemptions of Public Shares and after payment of any deferred underwriting commissions being held in the Trust Account and payment of certain transaction expenses);

(2) Legacy GP will resign as the general partner of ProKidney and a private limited company incorporated under the laws of Ireland (“New GP”) will be admitted as the general partner of ProKidney;

(3) ProKidney will distribute to the ProKidney unitholders the New ProKidney Class B ordinary shares and New ProKidney Class B PMEL RSRs received pursuant to clause (i)(a) (x) and (y) above;

and (4) certain holders of ProKidney units will receive an aggregate of 17,500,000 restricted common units of ProKidney (“Earnout RCUs”) and 17,500,000 restricted stock rights of the Company (“Earnout RSRs” and, together with the Earnout RCUs, the “Earnout Rights”), which Earnout Rights will vest in three equal tranches upon the trading price of a Class A ordinary share reaching $ 15.00 per

share, $ 20.00 per

share and $ 25.00 per

share, respectively, on the terms set forth in the ProKidney Business Combination Agreement, or upon certain change of control events.

On January 18, 2022, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (“PIPE Investors”) pursuant to which the PIPE Investors have subscribed for an aggregate of 57,500,000 Class A ordinary shares for a price of $ 10.00 per share for an aggregate purchase price of $ 575,000,000 , of which (1) $ 156,400,000 is committed by certain existing directors, officers and equityholders of, or investment funds managed by Suvretta Capital Management, LLC, the Company, the Sponsor and/or their respective affiliates participating in the PIPE Investment (collectively, the “Sponsor Related PIPE Investors”), and (2) at least $ 50,000,000 (which may, at the election of such investors, be increased to up to $ 100,000,000 ) is committed by certain existing directors, officers and unitholders of ProKidney and/or its affiliates participating in the PIPE Investment (the “ProKidney Related PIPE Investors”);

provided that the ProKidney Related PIPE Investors may elect instead to purchase Post-Combination ProKidney Common Units, together with a corresponding number of Class B ordinary shares, in lieu of Class A ordinary shares.

The Subscription Agreements are subject to certain conditions, including that there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the shares under the Subscription Agreements;

the terms of the ProKidney Business Combination Agreement shall not have been amended, and the minimum cash condition therein shall not have been waived, in a manner that is materially adverse to the investor party to the Subscription Agreement;

and the representation and warranties of the parties to the Subscription Agreement shall be accurate (subject to agreed materiality thresholds).

Following the Closing, the combined company will be organized in an umbrella partnership-C corporation (a so called “Up-C”)

structure, and the Company’s direct assets will consist of ProKidney Common Units and equity interests of New GP, and substantially all of the operating assets and business of the Company will be held indirectly through ProKidney.

The consummation of the proposed ProKidney Business Combination is subject to certain conditions as further described in the ProKidney Business Combination Agreement.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19

pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s business, financial position, results of operations and/or the search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements.

The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s business, financial position, results of operations and/or the search for a target company, the specific impact was not readily determinable as of the date of these condensed consolidated financial statements.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of March 31, 2022, the Company had $ 51,889 in its operating bank account and working capital deficit of $ 4,817,570 .

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note (as defined in Note 9), loan the Company additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

Company’s working capital needs.

Accordingly, the Company may not be able to obtain such additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the condensed financial statements.

These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

We have performed an assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” We have until July 2, 2023 to consummate a Business Combination, which date may be extended pursuant to its Amended and Restated Memorandum and Articles of Association.

It is uncertain that the Company will be able to consummate a Business Combination by July 2, 2023.

If a Business Combination is not consummated by this date and such date is not extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, there will be a mandatory liquidation and subsequent dissolution of the Company.

Management has determined that the mandatory liquidation, should a Business Combination not occur within the required time period, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 2, 2023.

As of June 30, 2022, the Company had $ 107,546 in its operating bank account and working capital deficit of $ 7,301,429 .

Until the consummation of a Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination with ProKidney.

The Company completed its Business Combination on July 11, 2022 with ProKidney, and has raised sufficient capital for its operations.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X

Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

promulgated by the Securities and Exchange Commission (the “SEC”).

Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K

for the period ended December 31, 2021, filed with the SEC on March 24, 2022.

The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

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The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Significant accounting estimates include the determination of the fair value of Class A ordinary shares that were subject to possible redemption and the fair value of Founder Shares transferred to directors.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021.

The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market fund which is invested primarily in U.S.

At June 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market fund which is invested primarily in U.S.

Treasury securities.

4 unchanged sentences

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.

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capital (to the extent available) and accumulated deficit.

At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

At June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds

Class A ordinary shares issuance costs

( 12,479,666 )

Accretion of carrying value to redemption value

2 unchanged sentences

Class A ordinary shares subject to possible redemption, March 31, 2022

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, June 30, 2022

Offering Costs

6 unchanged sentences

Immediately thereafter, temporary equity was remeasured, and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Share-Based Payment Arrangements

4 unchanged sentences

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

2 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

7 unchanged sentences

Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value.

As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

Three Months Ended

March 31, 2022

For the Period from

2021 (Inception)

March 31, 2021

Three Months Ended June 30,

Six Months Ended June 30,

For the Period from January 20,

2021 (inception) through

Basic and diluted net loss per ordinary share

Allocation of net loss

Allocation of net loss, as adjusted

Basic and diluted weighted average shares outstanding

2 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 .

The Company has not experienced losses on these

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

The Company has not experienced losses on these accounts.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In August 2020, the FASB issued ASU No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2020-06 effective as of January 1, 2021.

The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

“Debt—Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2020-06

effective as of January 1, 2021.

The adoption of ASU 2020-06

did not have an impact on the Company’s condensed consolidated financial statements.

Accrued Expenses

At March 31, 2022, accrued expenses includes $ 4,095,414 of legal expense, $ 283,348 of printing expense, $ 529,688 of due diligence expense, $ 363,740 of professional fee expense and $ 70,000 of regulatory fee expense

, of which $ 2,500,000 of legal expense, $ 247,188 of consulting expense and $ 534,906 of other transactional related expenses incurred in connection with the Business Combination with ProKidney.

At December 31, 2021, accrued expenses includes $ 1,506,528 of legal expense, $ 5,000 of printing expense, $ 282,500 of due diligence expense, $ 70,000 of regulatory filing fee and $ 770 of accounting expense.

At June 30, 2022, accrued expenses include d

$ 5,712,109 of legal expense, $ 665,684 of printing expense, $ 529,688 of due diligence expense, $ 124,950 of professional fee expense, $ 70,000 of regulatory fee expense and $ 500,606 of consulting expense, of which $ 5,500,000 of legal expense, $ 500,606 of consulting expense, $ 665,684 of printing expense, $ 118,450 of accounting fee and $ 529,688 due diligence expenses were incurred in connection with the Business Combination with ProKidney.

At December 31, 2021, accrued expenses include d

$ 1,506,528 of legal expense, $ 5,000 of printing expense, $ 282,500 of due diligence expense, $ 70,000 of regulatory filing fee and $ 770 of accounting expense.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Public Shares, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at a price of $ 10.00 per Public Share.

Pursuant to the Initial Public Offering, the Company sold 25,000,000 Public Shares, which include d

a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at a price of $ 10.00 per Public Share.

Unlike some other initial public offerings of special purpose acquisition companies, investors in the Initial Public Offering did not receive any warrants (which would typically become exercisable following completion of the Business Combination).

The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed financial statements.

The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed consolidated financial statements.

PRIVATE PLACEMENT

Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased 640,000 Private Placement Shares at a price of $ 10.00 per Private Placement Share, for an aggregate purchase price of $ 6,400,000 .

Each Private Placement Share is identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 7.

Each Private Placement Share was identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 7.

A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless.

If the Company did not complete a Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account would be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares would be worthless.

RELATED PARTY TRANSACTIONS

5 unchanged sentences

The Founder Shares included an aggregate of up to 825,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised.

As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture and 75,000 Founder Shares were forfeited, resulting in an aggregate of 6,250,000 Founder Shares outstanding.

In June 2021, the Sponsor transferred 30,000 Founder Shares to Marc Semigran, an independent director of the Company.

The sale of the Founders Shares to the Company’s director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 750,000 Founder Shares w e

re no longer subject to forfeiture and 75,000 Founder Shares were forfeited, resulting in an aggregate of 6,250,000 Founder Shares outstanding.

In June 2021, the Sponsor transferred

Founder Shares to Marc Semigran, an independent director of the Company.

The sale of the Founder Shares to the Company’s director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 30,000 shares granted to the Company’s director was $ 214,160 or approximately $ 7.14 per share.

The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

The fair value of the

shares granted to the Company’s director was $

or approximately $

The Founder Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of June 30, 2022, the Company determined that a Business Combination was not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination would be considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of:

3 unchanged sentences

Administrative Services Agreement

The Company entered into an agreement in which it will pay an affiliate of the Sponsor $ 10,000 per month, commencing on June 30, 2021, for office space, administrative and support services.

Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.

For the three months ended March 31, 2022, the Company incurred $ 30,000 in fees for these services, of which is included in due to related party in the accompanying condensed balance sheet.

For the period from February 25, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services.

The Company entered into an agreement in which it w ould

pay an affiliate of the Sponsor $ 10,000 per month, commencing on June 30, 2021, for office space, administrative and support services.

For the three and six months ended June 30, 2022, the Company incurred $ 30,000 and $ 60,000

, respectively, in fees for these services, of which is included in amounts due to related party in the accompanying condensed consolidated balance sheet.

For the three months ended June 30, 2021 and for the period from February 25, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.

Upon completion of the Business Combination, the Company ceased paying these monthly fees.

Due to Related Party

As of March 31, 2022, an affiliate of the Sponsor had advanced the Company $ 33,623 for working capital purposes, of which $ 0 was repaid during the three months ended March 31, 2022.

As of March 31, 2022, and December 31, 2021, the outstanding balance under the advances amounted to $ 43,623 and $ 10,000 respectively.

During the three and six months ended June 30, 2022, an affiliate of the Sponsor advanced the Company

and $ 70,687 , respectively, for working capital purposes.

No repayments of these amounts were made during the three and six months ended June 30, 2022.

During the three and six months ended June 30, 2021, the affiliate of the Sponsor advanced the Company $ 25,643 , of which such amount was repaid on July 7, 2021.

As of June 30, 2022, and December 31, 2021, the outstanding balance under the advances amounted to

$ 80,687 and $ 10,000 respectively.

Promissory Note — Related Party

7 unchanged sentences

Sponsor Promissory Note.

Related Party Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to (other than pursuant to the Promissory Note (see Note 9)), loan the Company additional funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account.

In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts.

As of March 31, 2022 and December 31, 2021, there were no outstanding amounts under the Working Capital Loans.

Subscription Agreements

Concurrently with the execution of the ProKidney Business Combination Agreement, the Company entered into Subscription Agreements with the Sponsor Related PIPE Investors, pursuant to which the Sponsor Related PIPE Investors have subscribed for Class A ordinary shares.

The Sponsor Related PIPE Investors are expected to fund $ 156,400,000 of the PIPE Investment, for which they will receive 15,640,000 Class A ordinary shares.

Specifically, (i) SC Master Holdings, LLC, an entity affiliated with Mr.

Palihapitiya, subscribed for 12,500,000 Class A ordinary shares and (ii) Averill Master Fund, Ltd., an entity affiliated with Mr.

Mehta, subscribed for 3,140,000 Class A ordinary shares.

The PIPE Investment will be consummated substantially concurrently with the Closing.

On April 20, 2022, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company could borrow up to an aggregate principal amount of

$ 1,500,000 .

The Promissory Note was non-interest

bearing, unsecured and payable upon the earlier of July 2, 2023 and the effective date of the Company’s Business Combination.

The Promissory Note was subject to customary events of default which could, subject to certain conditions, cause the Promissory Notes to become immediately due and payable.

On April 26, 2022, the Company drew

$ 250,000 under the Promissory Note.

As of June 30, 2022, there was

$ 250,000 outstanding under the Promissory Note and the amount was paid off at the closing of the Business Combination.

COMMITMENTS AND CONTINGENCIES

The Company was

a party to agreements with certain vendors that provide for fees that are contingent upon the consummation of a Business Combination in an aggregate amount of approximately $ 13.4 million, excluding the deferred underwriting fee discussed below.

The Company was also required to pay certain fees and expenses of such vendors regardless of whether or not a Business Combination is consummated.

Registration Rights

Pursuant to a registration rights agreement entered into on June 29, 2021, the holders of the Founder Shares, Private Placement Shares and any Private Placement Shares that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares).

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

At the closing of the ProKidney Business Combination, the Company will enter into the Registration Rights Agreement, with the Sponsor, the Company’s directors and the Closing ProKidney unitholders, which will replace the existing registration rights agreement.

Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the ProKidney Disclosure Statement filed by the Company with the SEC on February 14, 2022.

Pursuant to a registration rights agreement entered into on June 29, 2021, the holders of the Founder Shares, Private Placement Shares and any Private Placement Shares that could be issued on conversion of any Class A ordinary shares issuable upon the conversion of the Founder Shares) were entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares).

The holders of these securities would be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company would bear the expenses incurred in connection with the filing of any such registration statements.

At the closing of the Business Combination, the Company entered into an Amended and Restated Registration Rights Agreement, with the Sponsor, the Company’s directors and the Closing ProKidney unitholders, which replaced the existing registration rights agreement.

General Legal Matters

Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the preliminary proxy statement on Schedule 14A filed by the Company with the SEC on February 14, 2022.

The Demands seek additional disclosures to remedy these purported deficiencies.

We believe that the allegations in the Demands are meritless.

The Company believes that the allegations in the Demands are meritless.

Underwriting Agreement

The underwriters are entitled to a deferred underwriting commission of $ 7,700,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The underwriters were

entitled to a deferred underwriting commission of $ 7,700,000 in the aggregate.

The deferred fee was paid to the underwriters at the closing of the Business Combination on July 11, 2022.

Restricted Stock Unit Award

In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Uma Sinha, the Company agreed to grant 30,000 restricted stock units (“RSUs”) to Dr.

Sinha, which grant is contingent on both the consummation of a Business Combination and a shareholder approved equity plan.

The RSUs will vest upon the consummation of such Business Combination and represent 30,000 Class A ordinary shares of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the vesting date and March 15 of the year following the year in which vesting occurs.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

Sinha, which grant was

contingent on both the consummation of a Business Combination and a shareholder approved equity plan.

The RSUs were to

vest upon the consummation of such Business Combination and represent 30,000 Class A ordinary shares of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the vesting date and March 15 of the year following the year in which vesting occurs.

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

The RSUs granted by the Company are in the scope of ASC 718.

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The RSUs granted are subject to a performance condition (i.e., the occurrence of a Business Combination).

The RSUs granted were subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of March 31, 2022, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified).

As of June 30, 2022, the Company did not have a shareholder approved equity plan and also determined that a Business Combination was not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation was

recognized at the date a Business Combination was considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified).

TEMPORARY EQUITY AND PERMANENT DEFICIT

3 unchanged sentences

The Company’s board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Company’s ordinary shares and could have anti-takeover effects.

At March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

At June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

A Ordinary Shares

—The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $ 0.0001 per share.

At March 31, 2022 and December 31, 2021, there were 640,000 Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.

At June 30, 2022 and December 31, 2021, there were 640,000 Class A ordinary shares issued and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.

B Ordinary Shares

—The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

At March 31, 2022 and December 31, 2021, there were 6,250,000 Class B ordinary shares issued and outstanding.

—As of June 30, 2022, the Company was authorized to issue

50,000,000 Class B ordinary shares, with a par value of $ 0.0001 per share.

At June 30, 2022 and December 31, 2021, there were 6,250,000 Class B ordinary shares issued and outstanding.

Holders of record of Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law;

provided that prior to a Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of its board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one

basis, subject to adjustment for share sub-divisions,

provided that prior to a Business Combination, holders of Class B ordinary shares had the right to appoint all of the Company’s directors and remove members of its board of directors for any reason, and holders of Class A ordinary shares were not entitled to vote on the appointment of directors during such time.

The Class B ordinary shares automatically converted into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one

basis, subject to adjustment for share

sub-divisions,

share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like.

Additionally, in the event that additional (in excess of the amounts issued in the Initial Public Offering) Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with the closing of the Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20 % of the sum of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders, and excluding the Private Placement Shares), including any Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with the Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any private placement shares issued to the Sponsor or its affiliates upon conversion of Working Capital Loans;

provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one-basis.

Additionally, in the event that additional (in excess of the amounts issued in the Initial Public Offering) Class A ordinary shares, or equity-linked securities, were issued or deemed issued in connection with the closing of the Business Combination, the ratio at which the Class B ordinary shares would convert into Class A ordinary shares would be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agreed to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares would equal, in the aggregate,

20 % of the sum of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders, and excluding the Private Placement Shares), including any Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with the Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any private placement shares issued to the Sponsor or its affiliates upon conversion of Working Capital Loans;

provided that such conversion of Class B ordinary shares would never occur on a less than one-for-one-basis.

Private Placement Shares

1 unchanged sentence

Holders of the Private Placement Shares are entitled to certain registration rights.

FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured

and reported at fair value at each reporting period, and non-financial

assets and liabilities that are re-measured

and reported at fair value at least annually.

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial

assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

6 unchanged sentences

Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2022

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2022

PROKIDNEY CORP.

(F/K/A SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2022

December 31, 2021

1 unchanged sentence

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

On April 20, 2022, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,500,000 .

The Promissory Note is non-interest bearing, unsecured and payable upon the earlier of July 2, 2023 and the effective date of the Company’s Business Combination.

The Promissory Note is subject to customary events of default which

could, subject to certain conditions, cause the Promissory Notes to become immediately due and payable.

On April 26, 2022, the Company drew

$ 250,000 under the Promissory Note.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

As further described in Note 1, on July 11, 2022, the Company completed its Business Combination with ProKidney.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements