UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III

2850 W. Horizon Ridge Parkway

Suite 200

Henderson, NV 89052

Dear Social Capital Suvretta Holdings Corp. III Shareholder:

We cordially invite you to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (“we,” “us,” “our” or “SCS”), on [                ], 2022 at [                ] [a.m./p.m.] at [                ], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

On January 18, 2022, SCS entered into a Business Combination Agreement (the “Business Combination Agreement”), by and between SCS and 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 (the “Legacy GP”). Following the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the combined company will be organized in an umbrella partnership-C corporation (or “Up-C”) structure. The Up-C structure allows the ProKidney unitholders, which prior to the Closing, were (1) the direct holders of ProKidney Class A Units (“Legacy Class A Units”) and (2) the indirect holders of ProKidney Class B Units (such indirect holders, the “PMEL Existing Holders”) through ProKidney Management Equity LLC (“PMEL”), the holder of 100% of ProKidney Class B Units (“Legacy Class B Units”) prior to the Business Combination (collectively, the “Closing ProKidney Unitholders”), to retain their partnership interests in ProKidney, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of common units in ProKidney following the consummation of the Business Combination (“Post-Combination ProKidney Common Units”) and provides potential future tax benefits for both SCS following the consummation of the Business Combination (“New ProKidney”) and the holders of Post-Combination ProKidney Common Units who ultimately exchange their Units in ProKidney for New ProKidney Class A ordinary shares. New ProKidney will be a holding company, and immediately after the consummation of the Business Combination, its direct assets will consist of Post-Combination ProKidney Common Units and equity interests of a private limited company incorporated under the laws of Ireland (“New GP”), which will replace Legacy GP as the general partner of ProKidney upon the Closing. Immediately after the consummation of the Business Combination, New ProKidney will own approximately 33.8% of the economic interest in ProKidney, assuming no redemptions by the SCS public shareholders, and 26.9% of the economic interest in ProKidney, assuming maximum redemptions by the SCS public shareholders. Substantially all of the operating assets and business of New ProKidney will be held indirectly through ProKidney.

On February 14, 2022, Control Empresarial de Capitales, S.A. de C.V. (“CEC”), an entity affiliated with Mr. Carlos Slim, executed a voting agreement, pursuant to which CEC agreed to vote, from the Closing until the third anniversary of the Closing, all of its voting shares in the capital of New ProKidney in a manner proportionate to the manner in which all New ProKidney Class B ordinary shares are voted, with respect to the election, appointment or removal of any New ProKidney director. Thus, upon completion of the Business Combination, Tolerantia, LLC (“Tolerantia”), a member of ProKidney affiliated with Mr. Pablo Legorreta, will effectively control approximately [            ]% (accounting for the approximately [            ]% to be held by CEC), assuming no redemptions, or [            ]% (accounting for the approximately [            ]% to be held by CEC), assuming maximum redemptions, of the combined voting power of New ProKidney with respect to the election, appointment or removal of any New ProKidney director (or a combined total of [            ]%, if Tolerantia and CEC, in their sole discretion, purchase the maximum number of shares permitted pursuant to their subscription agreements). As a result, New ProKidney will be a controlled company within the meaning of the corporate governance standards of the Nasdaq Capital Market (“Nasdaq”) and will not be subject to certain Nasdaq corporate governance standards. For at least some period following the Business Combination, New ProKidney may utilize these exemptions since the board has not yet made a determination with respect to the independence of any directors. For a description of the exemptions from Nasdaq’s corporate governance standards that are available to controlled companies, please see the section entitled “Management After the Business Combination—Controlled Company Exemption.”

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur prior to the Closing:

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur at the Closing:

You are being asked to vote on the Business Combination and related matters.

At the Extraordinary General Meeting, SCS shareholders will be asked to consider and vote upon a proposal to approve by ordinary resolution the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and the transactions contemplated thereby (the “Business Combination Proposal” or “Proposal No. 1”). In addition, you are being asked to consider and vote upon: (i) three separate proposals to approve, following the consummation of the Business Combination, (a) as a special resolution, a change in the name of SCS to “[                ]” (“Organizational Documents Proposal 2A” or “Proposal No. 2A”); (b) as an ordinary resolution, an increase of authorized number of SCS Class B ordinary shares of a par value of US$0.0001 each from 50,000,000 to 500,000,000 (the “Increase”) such that following the Increase, the authorized share capital of SCS shall be US$100,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 500,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each (“Organizational Documents Proposal 2B” or “Proposal No. 2B”); and (c) as a special resolution, the amendment and restatement of SCS’s current memorandum and articles of association (the “Memorandum and Articles of Association” or the “existing charter”) with the second amended and restated memorandum and articles of association of New ProKidney (the “Amended and Restated Memorandum and Articles of Association” or the “proposed charter”), in the form attached hereto as Annex E (“Organizational Documents Proposal 2C” or “Proposal No. 2C” and, collectively with Organizational Documents Proposal 2A and Organizational Documents Proposal 2B, the “Organizational Documents Proposals” or “Proposal No. 2”); (ii) for the purposes of complying with the applicable listing rules of Nasdaq, a proposal to approve by ordinary resolution the issuance of (x) New ProKidney Class B ordinary shares to ProKidney pursuant to the terms of the Business Combination Agreement (including New ProKidney Class B ordinary shares issuable upon the settlement of Earnout Shares and New ProKidney Class B PMEL RSRs issued pursuant to the Business Combination Agreement) and (y) SCS Class A ordinary shares to certain investors in connection with the PIPE Investment, including SCS Class A ordinary shares to existing directors, officers and unitholders of ProKidney and/or its affiliates participating in connection with the PIPE Investment and to existing directors, officers and equityholders of, or investment funds managed by Suvretta Capital Management, LLC, SCS, our Sponsor and/or their respective affiliates participating in connection with the PIPE Investment, plus any additional shares pursuant to subscription agreements SCS may enter into prior to Closing (the “Stock Issuance Proposal” or “Proposal No. 3”); (iii) in each case, a separate proposal to approve by ordinary resolution of the holders of SCS Class B ordinary shares the appointment of seven directors to serve staggered terms on New ProKidney’s board of directors (the “New ProKidney Board”) until the 2023, 2024 and 2025 annual general meetings of shareholders, as applicable, and until their respective successors are duly appointed and qualified (the “Director Appointment Proposals” or “Proposal No. 4”); (iv) a proposal to approve by ordinary resolution the New ProKidney Incentive Equity Plan (the “Incentive Equity Plan Proposal” or “Proposal No. 5”); (v) a proposal to approve by ordinary resolution the New ProKidney Employee Stock Purchase Plan (the “Employee Stock Purchase Plan Proposal” or “Proposal No. 6”); (vi) a proposal to approve the appointment by SCS’s audit committee of Marcum LLP (“Marcum”) as the independent registered public accountants to SCS to audit and report on SCS’s consolidated financial statements for the year ending December 31, 2022 (the “Auditor Ratification Proposal” or “Proposal No. 7”) and (vii) a proposal to approve by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient proxies for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting (the “Adjournment Proposal” or “Proposal No. 8”).

Each of these proposals is more fully described in the accompanying proxy statement, which each shareholder is encouraged to read carefully and in its entirety.

Our publicly traded SCS Class A ordinary shares are currently listed on Nasdaq under the symbol “DNAC”. We intend to apply to continue the listing of the publicly traded New ProKidney Class A ordinary shares on Nasdaq under the symbol “PROK”, upon the closing of the Business Combination.

Pursuant to our amended and restated memorandum and articles of association (our “Memorandum and Articles of Association”), we are providing our public shareholders with the opportunity to redeem all or a portion of their public shares (as defined below) upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our trust account (the “Trust Account”), calculated as of two business days prior to the completion of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then-issued and outstanding SCS Class A ordinary shares that were sold in our initial public offering (our “public shares”). The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission totaling $7,700,000 that we will pay to the underwriters of our initial public offering or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the balance of the Trust Account of $250,003,042 as of September 30, 2021, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares whether or not they vote at the Extraordinary General Meeting, and regardless, if they do vote, of how they may vote. A public shareholder, together with any of his, her or its affiliates or any other person with whom it 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 shares with respect to more than an aggregate of 15% of the public shares without our prior consent. We refer to this as the “15% threshold.” Such public shareholder, alone or acting in concert or as a group, will not be restricted in their ability to vote for or against the Business Combination with respect to all of its shares. We have no specified maximum redemption threshold under our current Memorandum and Articles of Association, other than the aforementioned 15% threshold and the $5,000,001 minimum of net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (such that we are subject to the SEC’s “penny stock” rules). Each redemption of SCS Class A ordinary shares by our public shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that ProKidney’s obligation to consummate the Business Combination is conditioned on the sum of the amount in the Trust Account (after giving effect to all redemptions of SCS Class A ordinary shares but prior to payment of any deferred underwriting commission and any transaction expenses) and the proceeds from the PIPE Investment equaling or exceeding $500,000,000 (the “Minimum Cash Condition”). If, as a result of redemptions of SCS Class A ordinary shares by our public shareholders or otherwise, the Minimum Cash Condition is not met (or waived), then ProKidney may elect not to consummate the Business Combination. In addition, in no event will we redeem our SCS Class A ordinary shares in an amount that would result in SCS’s failure to have net tangible assets equaling or exceeding $5,000,001. Based on the amount of $250,003,042 in our Trust Account as of September 30, 2021, and taking into account the anticipated gross proceeds of approximately $575,000,000 from the PIPE Investment, all public shares may be redeemed and still enable us to have sufficient cash to satisfy the Minimum Cash Condition in the Business Combination Agreement. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public shareholders exercise their redemption rights with respect to their SCS Class A ordinary shares.

SCS Sponsor III LLC, a Cayman Islands limited liability company (our “Sponsor”), and our directors and officers have agreed to waive their redemption rights with respect to any of the SCS Class B ordinary shares (the “Founder Shares”), SCS private placement shares issued to our Sponsor in a private placement concurrent with our initial public offering (the “Private Placement Shares”) and SCS public shares owned by them in connection with the consummation of the Business Combination, and the Founder Shares and Private Placement Shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor and our independent directors collectively own 21.6% of our issued and outstanding SCS ordinary shares, including all of the Founder Shares. Our Sponsor, directors and officers have agreed to vote any Founder

Shares, Private Placement Shares and public shares owned by them in favor of the Business Combination, including any proposals recommended by the SCS board of directors (the “Board” or “Board of Directors”) in connection with the Business Combination. The Founder Shares and Private Placement Shares are subject to transfer restrictions as described in the accompanying proxy statement.

We are providing the accompanying proxy statement and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting (including following any adjournments or postponements of the Extraordinary General Meeting). Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by SCS’s shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement. Whether or not you plan to attend the Extraordinary General Meeting, we urge all SCS shareholders to read the accompanying proxy statement, including the Annexes and the accompanying financial statements of SCS and ProKidney, carefully and in their entirety. In particular, we urge you to read carefully the section entitled “Risk Factors” beginning on page 71 of the accompanying proxy statement.

After careful consideration, our Board has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that our shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” all other proposals presented to our shareholders in the accompanying proxy statement. The existence of financial and personal interests of SCS’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of SCS and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Transaction Proposals. In addition, SCS’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1—Business Combination Proposal—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement for additional information.

Approval of each of the Business Combination Proposal, Organizational Documents Proposal 2B, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the SCS ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of the Director Appointment Proposals requires an ordinary resolution of only the holders of SCS Class B ordinary shares, being a resolution passed by the holders of not less than a simple majority of the SCS Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of each of Organizational Documents Proposal 2A and the Organizational Documents Proposal 2C requires a special resolution under the Cayman Islands Companies Act, being a resolution passed by the holders of not less than a two-thirds majority of the SCS ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. Unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting. All of the proposals are conditioned on the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting, other than the Auditor

Ratification Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If you have any questions about how to vote or direct a vote in respect of your shares of our SCS ordinary shares, you may call Morrow Sodali, our proxy solicitor, at (800) 662-5200 for shareholders or (203) 658-9400 for bankers and brokers, or by emailing DNAC.info@investor.morrowsodali.com.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT SCS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTIONS FORMS TO SCS’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTIONS FORMS BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND ANY OTHER REDEMPTIONS FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our Board of Directors, I would like to thank you for your support of Social Capital Suvretta Holdings Corp. III and look forward to a successful completion of the Business Combination.

Sincerely,

[                ], 2022

Chamath Palihapitiya

Chairman of the Board of Directors and

Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [                ], 2022 and is expected to be first mailed to SCS shareholders on or about [                ], 2022.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III

TO BE HELD ON [                ], 2022

To the Shareholders of Social Capital Suvretta Holdings Corp. III:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (“we,” “us,” “our” or “SCS”), will be held in person on [                ], 2022 at [                ], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. You are cordially invited to attend the Extraordinary General Meeting to conduct the following items of business:

Each of Proposals No. 1 through 6 is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement. Notwithstanding the order of proposals set out above, the Chairman of SCS’s board of directors (our “Board” or “Board of Directors”) may put resolutions to the meeting in such order as deemed appropriate.

The above matters are more fully described in this proxy statement, which also includes, as Annex A, a copy of the Business Combination Agreement. We urge you to read carefully this proxy statement in its entirety, including the Annexes and accompanying financial statements of SCS and ProKidney.

The record date for the Extraordinary General Meeting is [                ], 2022. Only shareholders of record at the close of business on that date may vote at the Extraordinary General Meeting or any adjournment thereof.

SCS Sponsor III LLC, a Cayman Islands limited liability company (our “Sponsor”), and our directors and officers have agreed to vote any of the SCS Class B ordinary shares (“Founder Shares”), SCS private placement shares issued to our Sponsor in a private placement concurrent with our initial public offering (the “Private Placement Shares”) and SCS public shares owned by them in favor of our Business Combination, including any proposals recommended by the Board in connection with the Business Combination. Currently, our Sponsor and our independent directors collectively own 21.6% of our issued and outstanding SCS ordinary shares, including all of the Founder Shares.

After careful consideration, our Board has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that our shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” all other proposals presented to our shareholders in this proxy statement. The existence of financial and personal interests of SCS’s director(s) may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of SCS and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Transaction Proposals. In addition, SCS’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1—Business Combination Proposal—Interests of Certain Persons in the Business Combination” in this proxy statement for additional information.

Pursuant to our current Memorandum and Articles of Association, we will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination 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 completion 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. The per share amount we will distribute to our shareholders who properly redeem their shares will

not be reduced by the deferred underwriting commission totaling $7,700,000 that we will pay to the underwriters of our initial public offering, as well as other transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the balance of our trust account (the “Trust Account”) of $250,003,042 as of September 30, 2021, the estimated per share redemption price would have been approximately $10.00. Public shareholders may elect to redeem their shares whether or not they vote at the Extraordinary General Meeting, and regardless, if they do vote, of how they may vote. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its SCS Class A ordinary shares with respect to more than an aggregate of 15% of the public shares without our prior consent. Such public shareholder, alone or acting in concert or as a group, will not be restricted in their ability to vote for or against the Business Combination with respect to all of its shares. We have no specified maximum redemption threshold under our current Memorandum and Articles of Association, other than the aforementioned 15% threshold and the $5,000,001 minimum of net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (such that we are subject to the Securities and Exchange Commission’s “penny stock” rules). Each redemption of SCS Class A ordinary shares by our public shareholders will reduce the amount in the Trust Account.

The Business Combination Agreement provides that ProKidney’s obligation to consummate the Business Combination is conditioned on the sum of the amount in the Trust Account (after giving effect to all redemptions of SCS Class A ordinary shares but prior to payment of any deferred underwriting commission and any transaction expenses) and the proceeds from the PIPE Investment equaling or exceeding $500,000,000. If, as a result of redemptions of SCS Class A ordinary shares by our public shareholders or otherwise, the Minimum Cash Condition is not met (or waived), then ProKidney may elect not to consummate the Business Combination. In addition, in no event will we redeem our SCS Class A ordinary shares in an amount that would result in SCS’s failure to have net tangible assets in equaling or exceeding $5,000,001. Based on the amount of $250,003,042 in our Trust Account as of September 30, 2021, and taking into account the anticipated gross proceeds of approximately $575,000,000 from the PIPE Investment, all public shares may be redeemed and still enable us to have sufficient cash to satisfy the Minimum Cash Condition in the Business Combination Agreement.

Our Sponsor, current officers and other current directors and their permitted transferees have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with the consummation of the Business Combination, and the Founder Shares and Private Placement Shares will be excluded from the pro rata calculation used to determine the per share redemption price.

Unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting. All of the proposals are conditioned on the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting, other than the Auditor Ratification Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal.

We have entered into subscription agreements with certain investors (the “PIPE Investors”) pursuant to which we anticipate raising additional proceeds to fund the Business Combination and related transactions through a private placement pursuant to which the PIPE Investors have agreed to purchase an aggregate of 57,500,000 SCS Class A ordinary shares (the “PIPE Investment”) for a price of $10.00 per share for an aggregate commitment of approximately $575,000,000. At the election of certain existing directors, officers and unitholders of ProKidney and/or its affiliates participating in the PIPE Investment (collectively, the “ProKidney Related PIPE Investors”), the ProKidney Related PIPE Investors can increase the size of their share purchase from 5,000,000 SCS Class A ordinary shares to up to 10,000,000 SCS Class A ordinary shares, which would in turn increase the PIPE Investment to up to 62,500,000 SCS Class A ordinary shares and an aggregate commitment of up to $625,000,000; provided that the ProKidney Related PIPE Investors may elect instead to

purchase up to an aggregate of 5,000,000 Post-Combination ProKidney Common Units (or up to 10,000,000 Post-Combination ProKidney Common Units to the extent such investor elects to increase its commitment), together with a corresponding number of SCS Class B ordinary shares, in lieu of SCS Class A ordinary shares. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination (which is in turn conditioned upon SCS shareholder approval of the Business Combination Proposal and the other proposals included in this proxy statement).

On February 14, 2022, Control Empresarial de Capitales, S.A. de C.V. (“CEC”), an entity affiliated with Mr. Carlos Slim, executed a voting agreement, pursuant to which CEC agreed to vote, from the Closing until the third anniversary of the Closing, all of its voting shares in the capital of New ProKidney in a manner proportionate to the manner in which all New ProKidney Class B ordinary shares are voted, with respect to the election, appointment or removal of any New ProKidney director. Thus, upon completion of the Business Combination, Tolerantia, LLC (“Tolerantia”), a member of ProKidney affiliated with Mr. Pablo Legorreta, will effectively control approximately [                ]% (accounting for the approximately [                ]% to be held by CEC), assuming no redemptions, or [                ]% (accounting for the approximately [                ]% to be held by CEC), assuming maximum redemptions, of the combined voting power of New ProKidney with respect to the election, appointment or removal of any New ProKidney director (or a combined total of [                ]%, if Tolerantia and CEC, in their sole discretion, purchase the maximum number of shares permitted pursuant to their subscription agreements). As a result, New ProKidney will be a controlled company within the meaning of the corporate governance standards of Nasdaq and will not be subject to certain Nasdaq corporate governance standards. For at least some period following the Business Combination, New ProKidney may utilize these exemptions since the board has not yet made a determination with respect to the independence of any directors. For a description of the exemptions from Nasdaq’s corporate governance standards that are available to controlled companies, please see the section entitled “Management After the Business Combination—Controlled Company Exemption.”

Approval of the Business Combination Proposal, Organizational Documents Proposal 2B, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, the Auditor Ratification Proposal and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the SCS ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of the Director Appointment Proposals requires an ordinary resolution of only the holders of SCS Class B ordinary shares, being a resolution passed by the holders of not less than a simple majority of the SCS Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Approval of each Organizational Documents Proposal 2A and Organizational Documents Proposal 2C requires a special resolution under the Cayman Islands Companies Act, being a resolution passed by the holders of not less than a two-thirds majority of the SCS ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. The Board unanimously recommends that you vote “FOR” each of these proposals.

By Order of the Board of Directors

Chamath Palihapitiya

Chairman of the Board of Directors

Henderson, Nevada

[                ], 2022

TABLE OF CONTENTS

i

ABOUT THIS PROXY STATEMENT

This document constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of SCS shareholders at which SCS shareholders shall be asked to consider and vote upon and approve the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal, the Employee Stock Purchase Plan Proposal, the Auditor Ratification Proposal and, if necessary, the Adjournment Proposal.

References to “U.S. Dollars” and “$” in this proxy statement are to United States dollars, the legal currency of the United States. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement have been rounded to a single decimal place for the convenience of readers. In addition, period on period percentage changes with respect to ProKidney’s GAAP measures and operating metrics have been calculated using actual figures derived from ProKidney’s internal accounting records and not the rounded numbers contained in this proxy statement, and as a result, such percentages may differ from those calculated based on the numbers contained in this proxy statement.

ii

SUMMARY TERM SHEET

This summary term sheet, together with the sections entitled “Questions and Answers About the Proposals for Shareholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the extraordinary general meeting (the “Extraordinary General Meeting”). In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

2

3

For illustrative purposes, assuming maximum redemptions and that no additional shares are issued prior to completion of the Business Combination, upon completion of the Business Combination: (i) SCS’s public shareholders (other than the PIPE Investors) will retain an ownership interest of 0% in New ProKidney; (ii) the Third Party PIPE Investors will own approximately 15.4% of New ProKidney (such that public shareholders and the Third Party PIPE Investors, will own approximately 15.4% of New ProKidney); (iii) our Sponsor and our independent directors will own approximately 2.9% of New ProKidney; (iv) the Sponsor Related PIPE Investors will own approximately 6.5% of New ProKidney; and (v) the Closing ProKidney Unitholders (the ProKidney Related PIPE Investors) will own approximately 75.2% of New ProKidney. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The preceding descriptions of the ownership of SCS’s securities are accurate as of the date of filing of this proxy statement. The preceding description does not take into account any transactions that may be entered into after the date hereof.

4

5

Please see the sections entitled “Proposal No. 1—Business Combination Proposal,” “Proposal No. 2—Organizational Documents Proposals,” “Proposal No. 3—Stock Issuance Proposal,” “Proposal No.

6

4—Director Appointment Proposals,” “Proposal No. 5—Incentive Equity Plan Proposal,” “Proposal No. 6—Employee Stock Purchase Plan Proposal”; “Proposal No. 7—Auditor Ratification Proposal”; “Proposal No. 8—Adjournment Proposal.” Unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting. All of the proposals are conditioned on the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal at the Extraordinary General Meeting, other than the Auditor Ratification Proposal and the Adjournment Proposal, which are not conditioned on the approval of any other proposal.

7

8

9

10

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “SCS” refer to Social Capital Suvretta Holdings Corp. III, and the terms “post-combination company” and “New ProKidney” refer to SCS following the consummation of the Business Combination. In this proxy statement, unless otherwise stated or unless the context otherwise requires:

“Adjournment Proposal” means the proposal by ordinary general resolution to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event that there are insufficient proxies for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Stock Issuance Proposal, the Director Appointment Proposals, the Incentive Equity Plan Proposal and the Employee Stock Purchase Plan Proposal;

“Amended and Restated Memorandum and Articles of Association” or “proposed charter” means the second amended and restated memorandum and articles of association of New ProKidney to be adopted pursuant to Proposal No. 2 and in place upon the completion of the Business Combination, attached to this proxy statement as Annex E;

“Amended and Restated New GP Governing Documents” means the amended constitution of New GP to be in place upon the completion of the Business Combination, attached to this proxy statement as Annex D;

“Ancillary Agreements” means the Sponsor Support Agreement and the Company Unitholder Support Agreement;

“Auditor Ratification Proposal” means a proposal to approve the appointment by SCS’s audit committee of Marcum as the independent registered public accountants to SCS to audit and report on SCS’s consolidated financial statements for the year ending December 31, 2022;

“BLA” means Biologics License Application;

“Board” or “Board of Directors” means the board of directors of SCS;

“Business Combination” refers to the transactions contemplated by the Business Combination Agreement;

“Business Combination Agreement” means the business combination agreement, dated as of January 18, 2022 by and between SCS and ProKidney attached to this proxy statement as Annex A, as it may be amended and supplemented from time to time;

“Business Combination Proposal” means the proposal by ordinary resolution to be considered at the Extraordinary General Meeting to approve the Business Combination;

“Cayman Islands Companies Act” means the Cayman Islands Companies Act (As Revised);

“CBER” means Center for Biologics Evaluation and Research;

“cGMP” means current good manufacturing practices;

“CKD” means chronic kidney disease;

“Closing” means the closing of the Business Combination;

“Closing Date” means the date on which the Closing actually occurs;

11

“Closing ProKidney Unitholders” means (i) the ProKidney Unitholders (other than PMEL) and (ii) the PMEL Post-Combination Unitholders;

“CMS” means the Centers for Medicare & Medicaid Services;

“Combination Period” means the period of time until July 2, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), by which time SCS must complete a Business Combination pursuant to its Memorandum and Articles of Association;

“Company Unitholder Support Agreement” means that certain Company Unitholder Support Agreement, dated January 18, 2022, by and among SCS, ProKidney and the ProKidney Unitholders, as attached to this proxy statement as Annex P and as amended and modified from time to time;

“Continental” means Continental Stock Transfer & Trust Company;

“COVID-19”  means SARS-CoV-2 and any evolutions or variations thereof;

“CRO” means contract research organization;

“Director Appointment Proposals” means the proposals by ordinary resolution of the holders of SCS Class B ordinary shares to be considered at the Extraordinary General Meeting to appoint seven directors to serve staggered terms on the New ProKidney Board until the 2023, 2024 and 2025 annual general meeting of shareholders, respectively and until their respective successors are duly elected and qualified;

“DTC” means The Depository Trust Company;

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system;

“Earnout Company Units” means the Post-Combination ProKidney Common Units, if any, issued pursuant to the Earnout Rights;

“Earnout Participants” means the holders of Legacy Class A Units of ProKidney (for clarity, neither PMEL nor any PMEL Post-Combination Unitholder will be treated as an Earnout Participant);

“Earnout Rights” means the 17,500,000 Earnout RCUs and the 17,500,000 Earnout RSRs in respect of Post-Combination ProKidney Common Units and New ProKidney Class B ordinary shares, respectively, that the Earnout Participants will receive and that will vest in three equal tranches upon the achievement of certain New ProKidney share price milestones or certain change of control events;

“Earnout RCUs” means those restricted common units of ProKidney designated as “Series 1 RCUs,” “Series 2 RCUs” and “Series 3 RCUs” pursuant to the Second Amended and Restated ProKidney Limited Partnership Agreement;

“Earnout RSRs” means the restricted stock rights of New ProKidney, designated as “Class B Series 1 RSRs,” “Class B Series 2 RSRs” and “Class B Series 3 RSRs” pursuant to the Amended and Restated Memorandum and Articles of Association;

“Earnout Shares” means the New ProKidney Class B ordinary shares, if any, issued pursuant to Earnout Rights;

“eGFR” means the estimated glomerular filtration rate;

“EMA” means the European Medicines Agency;

12

“Employee Stock Purchase Plan Proposal” means the proposal by ordinary resolution to be considered at the Extraordinary General Meeting to approve the New ProKidney Employee Stock Purchase Plan;

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

“Exchange Agreement” means the exchange agreement to be entered into among SCS, ProKidney and the Closing ProKidney Unitholders upon the completion of the Business Combination, attached to this proxy statement as Annex G;

“Extraordinary General Meeting” means the extraordinary general meeting of SCS, to be held at [                ] on [                ], 2022 at [                 ] [a.m./p.m.];

“FCA” means the federal False Claims Act;

“FCPA” means the U.S. Foreign Corrupt Practices Act;

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

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

“FTC” means the Federal Trade Commission;

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

“GCPs” means Good Clinical Practices;

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

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

“Incentive Equity Plan Proposal” means the proposal by ordinary resolution to be considered at the Extraordinary General Meeting to approve the New ProKidney Incentive Equity Plan;

“initial public offering” or “IPO” means SCS’s initial public offering that was consummated on July 2, 2021;

“Insider Letter Agreement” means SCS’s letter agreement with its Sponsor, directors and officers, dated June 29, 2021, containing provisions relating to transfer restrictions of the Founder Shares and Private Placement Shares, indemnification of the Trust Account, waiver of redemption rights and participation in liquidation distributions from the Trust Account;

“IPO Registration Statement” means the Registration Statements on Form S-1 (333-256725) and Form S-1MEF (333-256745) filed by SCS in connection with its initial public offering, which became effective on June 29, 2021 and June 30, 2021, respectively;

“IRS” means the U.S. Internal Revenue Service;

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

13

“Legacy Class A Units” means the units of ProKidney designated as “Class A Units” pursuant to the ProKidney Limited Partnership Agreement;

“Legacy Class B Units” means the units of ProKidney designated as “Class B Units” pursuant to the ProKidney Limited Partnership Agreement;

“Legacy GP” means ProKidney GP Limited, a private limited company incorporated under the laws of Ireland and the general partner of ProKidney;

“Legacy GP Board” means the board of directors of Legacy GP;

“Legacy Units” means the Legacy Class A Units and the Legacy Class B Units;

“Lock-Up Agreement” means the Lock-Up Agreement to be entered into among SCS, our Sponsor, certain of SCS’s directors, ProKidney and certain Closing ProKidney Unitholders upon the completion of the Business Combination, attached to this proxy statement as Annex J;

“Lock-Up Shares” means the SCS ordinary shares, Post-Combination ProKidney Common Units, Earnout Shares, PIPE Shares and other equity interests of SCS or ProKidney issued upon settlement or exercise of profits interests, restricted stock units, stock options or other equity awards of SCS, ProKidney or their respective subsidiaries subject to restrictions under the Lock-Up Agreement;

“Marcum” means Marcum LLP, SCS’s independent registered accounting firm.

“MAA” means marketing authorization application;

“Memorandum and Articles of Association” or “existing charter” means SCS’s current amended and restated memorandum and articles of association, dated as of June 29, 2021, as may hereafter be amended prior to the Business Combination;

“Minimum Cash Condition” means the sum of the amount in the Trust Account (after giving effect to all redemptions of SCS Class A ordinary shares but prior to payment of any deferred underwriting commission and any transaction expenses) and the proceeds from the PIPE Investment equaling or exceeding $500,000,000;

“Nasdaq” means the Nasdaq Capital Market;

“Nasdaq Listing Condition” means Nasdaq approving a listing application for New ProKidney Class A ordinary shares;

“New GP” means a private limited company to be incorporated under the laws of Ireland, which will replace Legacy GP as the general partner of ProKidney upon the Closing;

“New GP Joinder” means the joinder to the Business Combination Agreement executed by New GP on [                ], attached to this proxy statement as Annex B;

“New ProKidney” means SCS after the Business Combination, including its name change from Social Capital Suvretta Holdings Corp. III to “[                ],” as applicable;

“New ProKidney Board” means the board of directors of New ProKidney;

“New ProKidney Class A ordinary shares” means New ProKidney’s Class A ordinary shares, par value $0.0001 per share, which will be entitled to one vote per share;

14

“New ProKidney Class B ordinary shares” means New ProKidney’s Class B ordinary shares, par value $0.0001 per share, which will be entitled to one vote per share;

“New ProKidney Class B PMEL RSRs” or “PMEL RSRs” means the Restricted Stock Rights of New ProKidney designated as “Class B PMEL RSRs” to be issued pursuant to the Business Combination Agreement and as further set out in the Amended and Restated Memorandum and Articles of Association;

“New ProKidney Employee Stock Purchase Plan” means the ProKidney Employee Stock Purchase Plan, attached to this proxy statement as Annex N;

“New ProKidney Incentive Equity Plan” means the ProKidney 2022 Incentive Equity Plan, attached to this proxy statement as Annex M;

“New ProKidney ordinary shares” means the New ProKidney Class A ordinary shares and the New ProKidney Class B ordinary shares;

“Organizational Documents Proposal” means three separate proposals to approve the change of name, change of authorized share capital and adoption of the Amended and Restated Memorandum and Articles of Association following the consummation of the Business Combination.

“Organizational Documents Proposal 2A” means a proposal to, as a special resolution, change the name of SCS to “[                ]”;

“Organizational Documents Proposal 2B” means a proposal to, as an ordinary resolution, increase the authorized number of SCS Class B ordinary shares of a par value of US$0.0001 each from 50,000,000 to 500,000,000 such that following the Increase, the authorized share capital of SCS shall be US$100,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 500,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each;

“Organizational Documents Proposal 2C” means a proposal to, as a special resolution, amend and restate the Memorandum and Articles of Association with the Amended and Restated Memorandum and Articles of Association, in the form attached hereto as Annex E;

“Paired Interest” means one Post-Combination ProKidney Common Unit and one New ProKidney Class B ordinary share, which are together exchangeable for one New ProKidney Class A ordinary share or the cash equivalent thereunder under certain circumstances and subject to certain conditions pursuant to the Exchange Agreement;

“Person” means 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” means the purchase of SCS Class A ordinary shares and/or Post-Combination ProKidney Common Units pursuant to the Subscription Agreements;

“PIPE Investment Amount” means the aggregate gross purchase price received by SCS and ProKidney in the PIPE Investment;

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

15

“PIPE Shares” means SCS Class A ordinary shares purchased in the PIPE Investment, or in the case of the ProKidney Related PIPE Investors, the Post-Combination ProKidney Common Units (together with a corresponding number of SCS Class B ordinary shares, if applicable) purchased in lieu of SCS Class A ordinary shares in the PIPE Investment;

“PMEL” means ProKidney Management Equity LLC, a Bermuda limited liability company;

“PMEL Existing Holders” means certain Persons who, as members of PMEL, hold an indirect interest in the Legacy Class B Units held by PMEL;

“PMEL Post-Combination Unitholders” means the PMEL Existing Holders, their designees, or one or more holding Persons or nominated Persons who receive Post-Combination ProKidney Common Units or PMEL RCUs on behalf of the PMEL Existing Holders in the PMEL Roll-Up;

“PMEL RCUs” means the Restricted Common Units of ProKidney designated as “PMEL RCUs” pursuant to the Second Amended and Restated ProKidney Limited Partnership Agreement;

“PMEL Roll-Up” means such reasonable actions as may be taken by PMEL and its manager, ProKidney and Legacy GP immediately prior to the Closing, in accordance with the terms of the ProKidney Limited Partnership Agreement, to cause the PMEL Post-Combination Unitholders to be admitted to ProKidney in accordance with the Second Amended and Restated ProKidney Limited Partnership Agreement at the Closing and receive Post-Combination ProKidney Common Units in the Business Combination;

“Post-Combination ProKidney Common Units” refer to the units of the ProKidney designated as “Common Units” pursuant to the Second Amended and Restated ProKidney Limited Partnership Agreement;

“Private Placement Shares” refer to the SCS Class A ordinary shares issued to our Sponsor in a private placement concurrent with our initial public offering;

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

“Profits Interests” means the partnership interests (denominated in the form of one or more Legacy Class B Units) in ProKidney that are allocated (or granted) as “profits interests” as defined in the ProKidney Limited Partnership Agreement to PMEL that correspond to membership interests in PMEL that are allocated (or granted) as “profits interests” as defined in the Limited Liability Company Agreement of PMEL to a PMEL Existing Holder;

“ProKidney” means ProKidney LP, a limited partnership organized under the laws of Ireland;

“ProKidney Bermuda” means ProKidney LLC, a limited liability company incorporated under the laws of Bermuda in December 2018, which is currently a wholly owned subsidiary of ProKidney;

“ProKidney-KY” means ProKidney (formerly known as RegenMed (Cayman) Ltd. (d/b/a inRegen)), a clinical-stage cellular therapeutics company incorporated under the Cayman Islands Companies Act focused on the treatment of chronic renal disease and acquired by ProKidney in January 2019;

“ProKidney Limited Partnership Agreement” means the First Amended and Restated Limited Partnership Agreement for a Limited Partnership Called ProKidney LP, dated as of January 17, 2022, by and among Tolerantia, LLC, Control Empresarial de Capitales, S.A. de C.V., PMEL and Legacy GP;

“ProKidney Related PIPE Investors” means certain existing directors, officers and unitholders of ProKidney and/or its affiliates participating in the PIPE Investment;

16

“ProKidney Unitholders” means any Person who holds Legacy Units immediately prior to the consummation of the Business Combination;

“ProKidney-US” means ProKidney, LLC (formerly known as Twin City Bio LLC), a Delaware limited liability company that provides contract development and manufacturing service for pharmaceutical and biotech companies focused on cell-based therapies and that was acquired by ProKidney in January 2019;

“Promissory Notes” means the two promissory notes entered into by ProKidney on January 18, 2022, concurrently with the execution of the Business Combination Agreement, with certain existing ProKidney Unitholders pursuant to which such ProKidney Unitholders may fund up to $100,000,000 in the aggregate to support the operational and financing needs of ProKidney prior to the Closing, in the form attached to this proxy statement as Annex H;“public shares” means the SCS Class A ordinary shares that were offered and sold by SCS in its initial public offering and registered pursuant to the Registration Statement;

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

“REACT” means Renal Autologous Cell Therapy, the lead product candidate of ProKidney;

“Redemption” means each redemption of public shares for cash pursuant to the Memorandum and Articles of Association and the Amended and Restated Memorandum and Articles of Association;

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the Memorandum and Articles of Association, which will be calculated two days prior to the completion of the Business Combination in accordance with the Memorandum and Articles of Association;

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into at the Closing, by and among New ProKidney, the Sponsor, certain ProKidney Unitholders and the other parties thereto, attached to this proxy statement as Annex I;

“restricted common units” means the units of ProKidney designated as “Restricted Common Units” pursuant to the Second Amended and Restated ProKidney Limited Partnership Agreement;

“Restricted Shareholders” means our Sponsor, our directors and the Closing ProKidney Unitholders;

“restricted stock rights” means to restricted stock rights in respect of New ProKidney Class B ordinary shares;

“RMAT” means regenerative medicine advanced therapy;

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;

“SCS Class A ordinary shares” means Class A ordinary shares in the share capital of SCS, par value $0.0001 per share;

“SCS Class B ordinary shares” means Class B ordinary shares in the share capital of SCS, par value $0.0001 per share;

“SCS ordinary shares” refer to the SCS Class A ordinary shares and the SCS Class B ordinary shares, taken together;

“SCS RSUs” means restricted share units of SCS held by certain independent directors and advisors of SCS.

17

“SEC” means the U.S. Securities and Exchange Commission;

“Second Amended and Restated ProKidney Limited Partnership Agreement” means the second amended and restated limited partnership agreement for a limited partnership called ProKidney LP, to be in place upon the completion of the Business Combination, attached to this proxy statement as Annex C;

“Securities Act” means the Securities Act of 1933, as amended;

“Shareholder Proposals” means, collectively (i) the Business Combination Proposal, (ii) the Organizational Documents Proposals, (iii) the Stock Issuance Proposal, (iv) the Director Appointment Proposals, (v) the Incentive Equity Plan Proposal, (vi) the Employee Stock Purchase Plan Proposal, (vii) the Auditor Ratification Proposal and (viii) the Adjournment Proposal, if presented;

“Sponsor” means SCS Sponsor III LLC, a Cayman Islands limited liability company;

“Sponsor Related PIPE Investor” refers to certain existing directors, officers and equityholders of, or investment funds managed by Suvretta Capital Management, LLC, SCS, our Sponsor and/or their respective affiliates participating in the PIPE Investment (together with their permitted transferees);

“Sponsor Support Agreement” means that certain Support Agreement, dated January 18, 2022, by and among the Sponsor, SCS, certain directors and officers of SCS and ProKidney, as attached to this proxy statement as Annex O and as amended and modified from time to time;

“SRC” means selected renal cell;

“Stock Issuance Proposal” means for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of (x) New ProKidney Class B ordinary shares to ProKidney pursuant to the terms of the Business Combination Agreement (including New ProKidney Class B ordinary shares issuable upon the settlement of Earnout Shares and New ProKidney Class B PMEL RSRs issued pursuant to the Business Combination Agreement) and (y) SCS Class A ordinary shares to certain investors in connection with the PIPE Investment, including SCS Class A ordinary shares to ProKidney Related PIPE Investors and to Sponsor Related PIPE Investors, plus any additional shares pursuant to subscription agreements SCS may enter into prior to Closing;

“Subscription Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated, in substantially the form attached to this proxy statement as Annex K (in the case of institutional PIPE Investors) and Annex L (in the case of individual PIPE Investors);

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into among SCS, the TRA party representative (as defined in the Tax Receivable Agreement) and the Closing ProKidney Unitholders upon the completion of the Business Combination, attached to this proxy statement as Annex F;

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

“Third Party PIPE Investment Amount” means the aggregate gross purchase price received by SCS in the Third Party PIPE Investment;

“Third Party PIPE Investor” means any PIPE Investor who is not (i) a Sponsor Related PIPE Investor or (ii) a ProKidney Related PIPE Investor;

“Transfer Agent” means Continental in its capacity as transfer agent to SCS;

“Trust Account” means the trust account established at the consummation of SCS’s initial public offering and maintained by Continental, acting as trustee;

18

“Trust Agreement” means the Investment Management Trust Agreement, dated June 29, 2021, by and between SCS and Continental, as trustee;

“Trust Amount” means the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy SCS’s obligations to its shareholders (if any) that exercise their rights to redeem their SCS Class A ordinary shares pursuant to the Memorandum and Articles of Association (but prior to the payment of any (i) deferred underwriting commissions being held in the Trust Account and (ii) transaction expenses of ProKidney or SCS);

“Trustee” means Continental, as trustee under the Trust Agreement; and

“Voting Agreement” means the Deed of Undertaking, dated February 14, 2022, made by Control Empresarial de Capitales, S.A. de C.V. (formerly Inversora Carso, S.A. de C.V.), a Mexican corporation.

19

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SHAREHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to SCS’s shareholders. SCS urges shareholders to read this proxy statement, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held on [                ], 2022 at [                ] [a.m./p.m.] at [                ], or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur prior to the Closing:

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur at the Closing:

20

You are being asked to vote on the Business Combination and related matters. A copy of the Business Combination Agreement is attached to this proxy statement as Annex A.

This proxy statement and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

21

After careful consideration, our Board has unanimously approved the Business Combination Agreement and the transactions contemplated therein, and unanimously recommends that our shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” all other proposals presented to our shareholders in this proxy statement.

The existence of financial and personal interests of SCS’s director(s) may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of SCS and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Transaction Proposals. In addition, SCS’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1—Business Combination

22

Proposal—Interests of Certain Persons in the Business Combination” in this proxy statement for additional information.

23

24

The PIPE Investors have agreed to purchase in the aggregate approximately 57,500,000 SCS Class A ordinary shares. At their election, the ProKidney Related PIPE Investors can increase the size of their share purchase from 5,000,000 SCS Class A ordinary shares to up to 10,000,000 SCS Class A ordinary shares, which would in turn increase the PIPE Investment to up to 62,500,000 SCS Class A ordinary shares; provided that the ProKidney Related PIPE Investors may elect instead to purchase up to an aggregate of 5,000,000 Post-Combination ProKidney Common Units (or up to 10,000,000 Post-Combination ProKidney Common Units to the extent such investor elects to increase its commitment), together with a corresponding

25

number of SCS Class B ordinary shares, in lieu of SCS Class A ordinary shares. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by SCS’s existing shareholders in New ProKidney will be different. For more information, please see the sections entitled “Summary of the Proxy Statement—Impact of the Business Combination on SCS’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 5—Incentive Equity Plan Proposal.”

In addition, pursuant to the subscription agreements, the Sponsor Related PIPE Investors agreed to subscribe for an aggregate of 15,500,000 SCS Class A ordinary shares in connection with the PIPE Investment for an aggregate amount of $155,000,000 in a privately negotiated transaction in connection with the consummation of the Business Combination. Please see the section entitled “Proposal No. 1—Business Combination Proposal—Related Agreements” for more information.

For more information about the interests of our Sponsor, officers and directors in the business combination, please see the section entitled “Proposal No. 1—Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

26

The PIPE Investors have agreed to purchase in the aggregate approximately 57,500,000 SCS Class A ordinary shares in the aggregate in the PIPE Investment at a price of $10.00 per share (subject to customary terms and conditions, including the closing of the Business Combination) for gross proceeds to SCS of approximately $575,000,000 pursuant to Subscription Agreements entered into at the signing of the Business Combination Agreement. At their election, the ProKidney Related PIPE Investors can increase the size of their share purchase from 5,000,000 SCS Class A ordinary shares to up to 10,000,000 SCS Class A ordinary shares, which would in turn increase the PIPE Investment to up to 62,500,000 SCS Class A ordinary shares and an aggregate commitment of up to $625,000,000; provided that the ProKidney Related PIPE Investors may elect instead to purchase up to an aggregate of 5,000,000 Post-Combination ProKidney Common Units (or up to 10,000,000 Post-Combination ProKidney Common Units to the extent such investor elects to increase its commitment), together with a corresponding number of SCS Class B ordinary shares, in lieu of SCS Class A ordinary shares. The purchase of Post-Combination ProKidney Common Units (together with a corresponding number of SCS Class B ordinary shares) will be considered part of the PIPE Investment and will be credited towards the Minimum Cash Condition.

SCS will use the proceeds of the PIPE Investment, together with the funds in the Trust Account, to fund the aggregate purchase price, to repay the Promissory Notes and to pay certain transaction expenses.

27

28

In connection with the Business Combination, we expect to issue (i) approximately [                ] New ProKidney Class B ordinary shares in the Business Combination (not including any restricted stock rights), (ii) 57,500,000 SCS Class A ordinary shares in the PIPE Investment, (iii) New ProKidney Class B ordinary shares upon the achievement of certain milestones pursuant to the earnout interests issued to the Earnout Participants at the closing of the Business Combination and (iv) New ProKidney Class B ordinary shares upon the vesting of certain New ProKidney Class B PMEL RSRs (and the associated PMEL RCUs) issued to certain PMEL Post-Combination Unitholders pursuant to the terms of the applicable award agreement with the applicable PMEL Existing Holder pursuant to the Business Combination Agreement and the Second Amended and Restated ProKidney Limited Partnership Agreement; provided that, at their election, the ProKidney Related PIPE Investors can increase the size of their share purchase from 5,000,000 SCS Class A ordinary shares to up to 10,000,000 SCS Class A ordinary shares, which would in turn increase the PIPE Investment to up to 62,500,000 SCS Class A ordinary shares; provided that the ProKidney Related PIPE Investors may elect instead to purchase up to an aggregate of 5,000,000 Post-Combination ProKidney Common Units (or up to 10,000,000 Post-Combination ProKidney Common Units, together with a corresponding number of SCS Class B ordinary shares, to the extent such investor elects to increase its commitment) in lieu of SCS Class A ordinary shares. Because we may issue 20% or more of our outstanding SCS ordinary shares when considering together the New ProKidney Class B ordinary shares and the PIPE Investment, we are required to obtain shareholder approval of such issuance pursuant to Nasdaq Listing Rule 5635. These share amounts assume that no shares are elected to be redeemed. For more information, please see the section entitled “Proposal No. 3—Stock Issuance Proposal.”

29

30

Approval of each of Organizational Documents Proposal 2A and Organizational Documents Proposal 2C requires a special resolution under the Cayman Islands Companies Act, being a resolution passed by the holders of not less than a two-thirds majority of the SCS ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Accordingly, other than with respect to the determination of whether a valid quorum is established, an SCS shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting with regard to Organizational Documents Proposal 2A or the Organizational Documents Proposal 2C will have no effect on Organizational Documents Proposal 2A or the Organizational Documents Proposal 2C, respectively. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no further effect on Organizational Documents Proposal 2A or Organizational Documents Proposal 2C.

Our Sponsor, directors and officers have agreed to vote any Founder Shares, Private Placement Shares and public shares owned by them in favor of our Business Combination, including any proposals recommended by the Board in connection with the Business Combination.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by the time of the Extraordinary General Meeting.

Voting in Person at the Meeting. If you attend the Extraordinary General Meeting and plan to vote in person, we will provide you with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting.

31

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by 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 record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Extraordinary General Meeting of SCS Shareholders.”

32

33

34

These interests may influence our directors in making their recommendation that you vote in favor of the approval of the Business Combination.

If you vote against the Business Combination Proposal and the Business Combination Proposal is not approved by at least a simple majority of the votes cast by holders of SCS ordinary shares represented in person or by proxy and entitled to vote at the Extraordinary General Meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may continue to try to complete a business combination until July 2, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date). If we fail to complete an initial business combination by July 2, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), then we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public shareholders.

35

A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its SCS Class A ordinary shares with respect to more than an aggregate of 15% of the public shares without our prior consent. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with the consummation of the Business Combination, and the Founder Shares and Private Placement Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the balance of our Trust Account of $250,003,042 as of September 30, 2021, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of 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) in connection with the liquidation of the Trust Account, unless we complete an alternative business combination prior to July 2, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date).

In no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in our initial public offering) for or against our Business Combination restricted.

We have no specified maximum redemption threshold under our Memorandum and Articles of Association, other than the aforementioned 15% threshold and the $5,000,001 minimum of net tangible assets described below. Each redemption of SCS Class A ordinary shares by our public shareholders will reduce the amount in our Trust Account, which held cash and investment securities with a fair value of $250,003,042 as of September 30, 2021. The Business Combination Agreement provides that ProKidney’s obligation to consummate the Business Combination is conditioned on the sum of the amount in the Trust Account (after giving effect to all redemptions of SCS Class A ordinary shares but prior to payment of any deferred underwriting commission and any transaction expenses) and the proceeds from the PIPE Investment equaling or exceeding $500,000,000. If, as a result of redemptions of SCS Class A ordinary shares by our public shareholders, this condition is not met (or waived), then ProKidney may elect not to consummate the Business Combination.

36

Taking into account the anticipated gross proceeds of approximately $575,000,000 from the PIPE Investment and the consideration payable to Closing ProKidney Unitholders in the form of Post-Combination ProKidney Common Units and ProKidney Class B ordinary shares (along with Earnout Rights), all public shares may be redeemed and still enable us to have sufficient cash to satisfy the Minimum Cash Condition in the Business Combination Agreement. We refer to this as the maximum redemption scenario.

Q: How do I exercise my redemption rights?

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

37

Please check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to SCS ordinary shares. Notwithstanding the foregoing, a public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its SCS Class A ordinary shares with respect to more than an aggregate of 15% of the public shares without our prior consent. Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, we do not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to our Transfer Agent prior to the date set forth in these proxy materials, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Extraordinary General Meeting, or to deliver their shares to the Transfer Agent electronically using The Depository Trust Company’s Deposit/Withdrawal At Custodian system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting helps ensure that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not we require shareholders seeking to exercise redemption rights to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

38

If we do not consummate the Business Combination, we may continue to try to complete a business combination until July 2, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date). Unless we amend our current Memorandum and Articles of Association (which requires a resolution passed by not less than a two-thirds majority of the holders of SCS ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the relevant meeting) and amend certain other agreements into which we have entered to extend the life of SCS, if we fail to complete an initial business combination by July 2, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), then we will: (i) cease all operations except for the purpose of winding up; (ii) 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 (iii) as promptly as reasonably possible following such redemption, subject to the approval of SCS’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to SCS’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the initial public offering. Please see the section entitled “Risk Factors—Risks Related to SCS and the Business Combination.”

Holders of our Founder Shares and our Private Placement Shares have waived any right to any liquidation distribution with respect to such shares.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1—Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination.”

39

Social Capital Suvretta Holdings Corp. III

2850 W. Horizon Ridge Parkway

Suite 200

Henderson, NV 89052

(650) 521-9007

Website: https://www.socialcapitalsuvrettaholdings.com/dnac

SCS’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.

You may also contact our proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street

5th Floor, South Tower

Stamford, Connecticut 06902

Individuals call toll free: (800) 662-5200

Banks and Brokerage Firms please call: (203) 658-9400

Email: DNAC.info@investor.morrowsodali.com

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your SCS Class A ordinary shares, you will need to send a letter demanding redemption and tender you share certificates (either physically or electronically) to our Transfer Agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your SCS ordinary shares, please contact our Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of SCS and ProKidney. These statements are based on the beliefs and assumptions of the respective management teams of SCS and ProKidney. Although SCS and ProKidney believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither SCS nor ProKidney can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “project,” “forecasts,” “scheduled,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. The forward-looking statements related to ProKidney are based on projections prepared by, and are the responsibility of, ProKidney’s management. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about:

67

Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and elsewhere in this proxy statement. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this proxy statement. We undertake no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

68

69

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial information for the nine months ended September 30, 2021 and for the year ended December 31, 2020 combines the historical statement of operations of SCS and the historical consolidated statement of operations of ProKidney, giving effect to the Business Combination as if it had occurred on January 1, 2020. The selected unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical balance sheet of SCS and ProKidney, giving effect to the Business Combination as if it had occurred on September 30, 2021. The selected unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this proxy statement under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of SCS and ProKidney, adjusted to give effect to the Business Combination and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of the post-combination company. The pro forma adjustments are based on the information currently available. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The historical financial information has been adjusted to give pro forma effect to the following events that are related and/or directly attributable to the Business Combination. The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption of SCS’s Class A ordinary shares into cash:

70

The following summarizes the pro forma New ProKidney ordinary shares issued and outstanding immediately after the Merger, presented under the above scenarios:

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data

for the Nine Months Ended September 30, 2021

(in thousands, except share and per share amounts):

Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data

as of September 30, 2021

(in thousands):

71

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the Extraordinary General Meeting. The following risk factors apply to the business and operations of SCS and ProKidney and, where applicable, will also apply to the business and operations of New ProKidney following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of New ProKidney. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We or ProKidney may face additional risks and uncertainties that are not presently known to us or ProKidney, or that we or ProKidney currently deem immaterial, which may also impair our or ProKidney’s business or financial condition.

RISKS RELATED TO PROKIDNEY

Risks Related to ProKidney’s Financial Position and Need for Additional Capital

ProKidney has incurred significant net losses since inception and it expects to continue to incur significant net losses for the foreseeable future.

ProKidney has incurred significant net losses since its inception. ProKidney continues to incur significant research and development and other expenses related to its ongoing operations. For the years ended December 31, 2019 and 2020 and for the nine months ended September 30, 2021, ProKidney reported a net loss of $79.6 million, $26.7 million and $41.5 million, respectively. As of December 31, 2020, ProKidney had an accumulated deficit of $106.4 million, and as of the nine months ended September 30, 2021, it had an accumulated deficit of $147.8 million. ProKidney has devoted substantially all of its resources and efforts to research and development, and ProKidney expects that it will be several years, if ever, before it generates revenue from product sales. Even if ProKidney receives marketing approval for and commercializes its lead product candidate, Renal Autologous Cell Therapy (“REACT”), ProKidney expects that it will continue to incur substantial research and development and other expenses to develop and market additional potential product candidates. These conditions raise substantial doubt about ProKidney’s ability to continue as a going concern for a period of at least one year from the date its financial statements are issued, and its independent registered public accounting firm has included an explanatory paragraph relating to its ability to continue as a going concern in its report on its audited financial statements included elsewhere in this proxy statement.

ProKidney’s product candidate, REACT, is still in clinical testing. ProKidney expects to continue to incur significant losses for the foreseeable future, and it anticipates that its expenses will increase substantially if, and as, ProKidney:

72

To become and remain profitable, ProKidney must develop and eventually commercialize products with significant market potential. This will require ProKidney to be successful in a range of challenging activities, including completing non-clinical studies and clinical trials, obtaining marketing approval for REACT and any future product candidates, manufacturing, marketing and selling products for which ProKidney may obtain marketing approval and satisfying any post-marketing requirements. Because of the numerous risks and uncertainties associated with biopharmaceutical product development, ProKidney is unable to accurately predict the timing or amount of increased expenses or when, or if, it will be able to achieve profitability. ProKidney may never succeed in any or all of these activities and, even if it does, it may never generate revenue that is significant enough to achieve profitability. If ProKidney does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. ProKidney’s failure to become and remain profitable would decrease the value of its company and could impair its ability to raise capital, maintain its research and development efforts, expand its business or continue its operations.

Even if the Business Combination is successful, ProKidney will require substantial additional capital to finance its operations. If ProKidney is unable to raise such capital when needed, or on acceptable terms, it may be forced to delay, reduce and/or eliminate one or more of its research and product development programs, future commercialization efforts or other operations.

Developing biopharmaceutical products, including conducting clinical trials, is a very time-consuming, expensive and uncertain process that takes years to complete. ProKidney’s operations have consumed substantial amounts of cash since inception. ProKidney expects its expenses to increase in connection with its ongoing activities, particularly as it conducts its ongoing and planned clinical trials of REACT and any future product candidates that ProKidney may develop, seek regulatory approvals for REACT and ProKidney’s future product candidates, and manufacture, launch and commercialize any products for which it receives regulatory approval. Following the Business Combination, ProKidney also expects to incur additional costs associated with operating as a public company. Accordingly, ProKidney will need to obtain substantial additional funding in order to maintain its continuing operations. If ProKidney is unable to raise capital when needed or on acceptable terms, it may be forced to delay, reduce or eliminate one or more of its research and product development programs or future commercialization efforts.

73

As of September 30, 2021, ProKidney had approximately $4.1 million in cash, cash equivalents and short-term investments. Based on ProKidney’s current operating plan, ProKidney believes that the net proceeds from the Business Combination, including the PIPE Investment, together with existing cash, cash equivalents and short-term investments, will be sufficient to fund its operating expenses and capital expenditure requirements through 2024. However, ProKidney’s future capital requirements and the period for which its existing resources will support its operations may vary significantly from what it expects, and ProKidney will in any event require additional capital to complete clinical development of any of its current programs. ProKidney’s monthly spending levels will vary based on new and ongoing development and corporate activities. Because the length of time and activities associated with development of REACT and any future product candidates is highly uncertain, ProKidney is unable to estimate the actual funds it will require for development, marketing and commercialization activities. ProKidney’s future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:

Other than with respect to the Business Combination, ProKidney does not have any committed external source of funds or other support for its development efforts, and ProKidney cannot be certain that additional funding will be available on acceptable terms, or at all. Until ProKidney can generate sufficient revenue to finance its cash requirements, which it may never do, ProKidney expects to finance its future cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. If ProKidney raises additional funds through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely affect the rights of ProKidney’s shareholders. Further, to the extent that ProKidney raises additional capital through the sale of ordinary shares or securities convertible or exchangeable into ordinary shares, your ownership interest will be diluted. In addition, any debt financing may subject ProKidney to fixed payment

74

obligations and covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If ProKidney raises additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, ProKidney may have to relinquish certain valuable intellectual property or other rights to REACT and any future product candidates, technologies, future revenue streams or research programs or grant licenses on terms that may not be favorable to ProKidney. ProKidney also may be required to seek collaborators for REACT or any of its future product candidates at an earlier stage than otherwise would be desirable or relinquish its rights to REACT and any future product candidates or technologies that ProKidney otherwise would seek to develop or commercialize itself. Market volatility resulting from the COVID-19 pandemic or other factors could also adversely impact ProKidney’s ability to access capital as and when needed. If ProKidney is unable to raise additional capital in sufficient amounts or on terms acceptable to it, ProKidney may have to significantly delay, scale back or discontinue the development or commercialization of REACT or any of its future product candidates or one or more of its other research and development initiatives. Any of the above events could significantly harm ProKidney’s business, prospects, financial condition and results of operations and cause the price of its ordinary shares to decline.

Risks Related to Research and Development of REACT and ProKidney’s Future Product Candidates

ProKidney has a limited operating history and has not generated any revenue to date, and may never become profitable.

ProKidney is a clinical-stage biopharmaceutical business with a limited operating history. ProKidney was founded in 2018, has no products approved for commercial sale and has not generated any revenue. ProKidney’s operations to date have been limited to organizing and staffing its company, business planning, raising capital, undertaking non-clinical studies, conducting clinical trials, developing a network of key opinion leaders, and performing research and development of REACT. ProKidney’s approach to the discovery and development of product candidates is unproven, and it does not know whether it will be able to develop any products of commercial value. REACT and any other product candidates ProKidney develops will require substantial additional development and clinical research time and resources before ProKidney would be able to apply for or receive regulatory approvals and begin generating revenue from product sales. ProKidney has not yet demonstrated the ability to progress any product candidate through later-stage clinical trials leading to successful marketing authorization. ProKidney may be unable to obtain regulatory approval, manufacture a commercial scale product, or arrange for a third party to do so on its behalf, achieve market access, and acceptance with insurers and health care providers, or conduct sales and marketing activities necessary for successful product commercialization.

Investment in biopharmaceutical product development is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate will fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval and become commercially viable. If and when one of ProKidney’s product candidates is to receive regulatory approval, ProKidney would need to transition from a company with a research and development focus to a company capable of supporting commercial activities. ProKidney may not be successful in such a transition. In addition, as a business with a limited operating history, ProKidney may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently experienced by early-stage biopharmaceutical companies in rapidly evolving and complex fields. Consequently, ProKidney has no meaningful history of operations upon which to evaluate its business, and predictions about its future success or viability may not be as accurate as they could be if ProKidney had a longer operating history or a history of successfully developing and commercializing medical products.

Due to the uncertainties and risks associated with these activities, ProKidney is unable to accurately and precisely predict the timing and amount of revenues, the extent of any further losses or if or when it might achieve profitability. ProKidney may never succeed in these activities and, even if ProKidney succeeds in

75

commercializing one or more of its product candidates, ProKidney may never generate revenue that is significant enough to achieve profitability. If ProKidney does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis and it will continue to incur substantial research and development and other expenditures to develop and market additional product candidates. ProKidney’s failure to become and remain profitable could decrease the value of its shares and impair its ability to raise capital, maintain its research and development efforts, expand its business or continue its operations.

The market for biologics and for the treatment of kidney disease is highly competitive. If ProKidney fails to effectively compete, its business, financial condition and operating results will suffer.

ProKidney faces significant competition in the biologics market and in the area of treatment of kidney disease. ProKidney faces competition from companies that develop and manufacture cell therapies, including major and specialty pharmaceutical and biotechnology companies, developers of tubular and glomerular cell drug modulators, antifibrosis medications, induced pluripotent cells, other autologous mesenchymal stem cells and mechanical renal assist devices such as implantable and wearable renal dialysis machines, and advances in peritoneal dialysis and home dialysis. Cell-based clinical trials by other companies are underway globally with umbilical, adipose and bone marrow derived mesenchymal stem cells for CKD. Early-phase human induced pluripotent stem cell therapies for kidney diseases are ongoing in Japan. ProKidney believes that its principal competitors include developers of SGLT2 inhibitors and Mineral Receptor Agonists (“MRAs”), which are small-molecule therapies recently approved to lower risks of CKD progression.

Many of ProKidney’s current competitors may have competitive advantages over ProKidney, including significantly greater financial resources and expertise in research and development, pre-clinical testing, clinical trials, manufacturing, and marketing than ProKidney does.

ProKidney believes that the principal competitive factors in its target markets include:

ProKidney cannot assure you that its products, if approved, will compete favorably or that it will be successful in the face of increasing competition from new products and technologies introduced by existing competitors or new companies entering its target markets. In addition, ProKidney cannot assure you that its competitors do not have or will not develop products or technologies that currently or in the future will enable them to produce competitive products with greater capabilities or at lower costs than ProKidney’s. Any failure to compete effectively could materially and adversely affect ProKidney’s business, financial condition and operating results.

76

ProKidney’s business is highly dependent on the success of its lead product candidate, REACT, as well as any other future product candidates that ProKidney may advance into clinical development. REACT and ProKidney’s future product candidates will require significant additional clinical development and funding before ProKidney may be able to seek regulatory approval for and launch a product commercially.

ProKidney currently has no products that are approved for commercial sale and may never be able to develop marketable products. REACT, ProKidney’s lead product candidate, is in Phase 3 clinical development. ProKidney cannot offer any assurances or predict with any certainty that such Phase 3 clinical development will be successfully completed, that positive clinical data will be obtained from such Phase 3 clinical development efforts or that regulatory authorities will grant marketing approval for REACT, in any such case on the expected timelines. Furthermore, regulatory approvals for REACT, even if obtained, may limit the type of patients in which REACT may be used for CKD or otherwise require specific warning or labeling language, each of which may reduce the commercial potential of REACT. Even if approved, ProKidney might not be successful in commercializing REACT. Should ProKidney fail to obtain regulatory approvals for REACT or fail to successfully commercialize REACT upon such regulatory approvals, ProKidney’s business and financial condition could be materially harmed and ProKidney may be more heavily dependent on the success of its other therapeutic programs.

As an organization, ProKidney has not previously conducted any later stage or pivotal clinical trials, has limited experience in preparing, submitting and pursuing regulatory filings and has not previously submitted a BLA for any product candidate. Before ProKidney can generate any revenue from sales of its lead product candidate, REACT, or any of its future product candidates, ProKidney must complete clinical development, regulatory review and approval in one or more jurisdictions. ProKidney also needs to obtain substantial additional funding to support its continuing operations and pursue its growth strategy. In addition, if REACT or any of ProKidney’s future product candidates is approved, ProKidney must ensure access to sufficient commercial manufacturing capacity and conduct significant marketing efforts in connection with any commercial launch. These efforts will require substantial investment, and ProKidney may not have the financial resources to continue development of REACT or any of its future product candidates.

ProKidney may experience setbacks that could delay or prevent regulatory approval of, or its ability to commercialize, REACT and any of ProKidney’s future product candidates, including:

77

ProKidney does not have complete control over many of these factors, including certain aspects of clinical development and the regulatory submission process, potential threats to its intellectual property rights and its manufacturing, marketing, distribution and sales efforts or that of any future collaborator.

ProKidney’s business and operations may be adversely affected by the evolving and ongoing COVID-19 global pandemic.

ProKidney’s business and operations may be adversely affected by the effects of the evolving COVID-19 virus, which was declared a global pandemic by the World Health Organization (“WHO”). The COVID-19 pandemic has resulted in travel and other restrictions to reduce the spread of the disease, including public health directives and orders in the United States and the European Union (“European Union” or “EU”) that, among other things and for various periods of time, directed individuals to shelter at their places of residence, directed businesses and governmental agencies to cease non-essential operations at physical locations, prohibited certain non-essential gatherings and events and ordered cessation of non-essential travel. Future remote work policies and similar government orders or other restrictions on the conduct of business operations related to the COVID-19 pandemic may negatively impact productivity and may disrupt ProKidney’s ongoing research and development activities and its clinical trials and timelines, the magnitude of which will depend, in part, on the

78

length and severity of the restrictions and other limitations on ProKidney’s ability to conduct its business in the ordinary course. Further, such orders also may impact the availability or cost of materials, which would disrupt ProKidney’s supply chain and manufacturing efforts and could affect its ability to conduct ongoing and planned clinical trials and preparatory activities.

Although ProKidney has been able to effectively manage its supply chain and manufacturing capabilities despite the COVID-19 pandemic to date, ProKidney may experience related disruptions in the future that could severely impact ProKidney’s clinical trials, including:

The spread of COVID-19, which has caused a broad impact globally, may materially affect ProKidney economically. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing ProKidney’s ability to access capital, which could in the future negatively affect its liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect ProKidney’s business and the value of its securities.

The global COVID-19 pandemic continues to rapidly evolve. The extent to which the COVID-19 pandemic impacts ProKidney’s business and operations, including its clinical development and regulatory efforts, will depend on future developments that are highly uncertain and cannot be predicted with confidence at the time of this proxy statement, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. Accordingly, ProKidney does not yet know the full extent of potential

79

delays or impacts on its business, its clinical and regulatory activities, health care systems or the global economy as a whole. However, these impacts could adversely affect ProKidney’s business, financial condition, results of operations and growth prospects.

In addition, to the extent the ongoing COVID-19 pandemic adversely affects ProKidney’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties described in this “Risk Factors” section.

REACT is based on a novel technology, which makes it difficult to predict the time and cost of product development and of subsequently obtaining regulatory approval.

The clinical trial requirements of the FDA, the EMA, and other regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty, and intended use and market of the potential products. The regulatory approval process for product candidates such as ProKidney’s can be more expensive and take longer than for other, better known, or more extensively studied pharmaceutical or other product candidates.

Regulatory requirements in the United States and in other countries governing cell therapy products are evolving and the FDA or other regulatory bodies may change the requirements, or identify different regulatory pathways, for approval for REACT or any of ProKidney’s future product candidates. For example, the FDA has established the Office of Tissues and Advanced Therapies within CBER to consolidate the review of cell therapy and related products, and has established the Cellular, Tissue and Gene Therapies Advisory Committee to advise CBER in its review when called upon. It is possible that over time new or different divisions may be established or be granted the responsibility for regulating cell therapy products, including regenerative cell-based products, such as ProKidney’s. Further, additional regulatory involvement from FDA advisory bodies, including the Cardio-Renal Advisory Committee, may delay review or make additional recommendations requiring further investigation. As a result, ProKidney may be required to change its regulatory strategy or to modify its applications for regulatory approval, which could delay and impair its ability to complete the non-clinical and clinical development and manufacture of, and obtain regulatory approval for, REACT or any future product candidates. Changes in regulatory authorities and advisory groups, or any new requirements or guidelines they promulgate, may lengthen the regulatory review process, require ProKidney to perform additional studies, increase ProKidney’s development and manufacturing costs, lead to changes in regulatory pathways, positions and interpretations, delay or prevent approval and commercialization of REACT or any future product candidates or lead to significant post-approval limitations or restrictions.

ProKidney has concentrated its research and development efforts on utilizing regenerative renal cell-based therapies. To date, the FDA has approved a relatively small number of cell-based therapies for commercialization and no regenerative renal-based cell therapy has been approved for commercial use by any regulatory authority. The processes and requirements imposed by the FDA or other applicable regulatory authorities may cause delays and additional costs in obtaining approvals for marketing authorization for REACT or any future product candidates. Because ProKidney’s platform is novel, and cell-based therapies are relatively new, regulatory agencies may lack experience in evaluating product candidates like REACT. This novelty may lengthen the regulatory review process, including the time it takes for the FDA to review ProKidney’s IND applications if and when submitted, increase ProKidney’s development costs and delay or prevent commercialization of REACT. Additionally, advancing novel CKD therapies creates significant challenges for ProKidney, including:

80

ProKidney must be able to overcome these challenges in order for ProKidney to develop, commercialize and manufacture REACT.

As ProKidney advances REACT, ProKidney will be required to consult with the FDA and other regulatory authorities, and REACT will likely be reviewed by an FDA advisory committee. ProKidney also must comply with applicable requirements, and if it fails to do so, ProKidney may be required to delay or discontinue development of REACT. Delays or unexpected costs in obtaining, or the failure to obtain, the regulatory approval necessary to bring a potential product to market could impair ProKidney’s ability to generate sufficient product revenues to maintain its business.

In addition, adverse developments in preclinical studies or clinical trials conducted by others in the field of cell therapy products may cause the FDA, the EMA, and other regulatory bodies to revise the requirements for approval of any product candidates ProKidney may develop, and may otherwise negatively affect ProKidney’s ability to develop and commercialize REACT or future product candidates. Similarly, the European Commission may issue new guidelines concerning the development and marketing authorization for cell therapies and require that ProKidney complies with these new guidelines, which could require additional studies or clinical trials to support the marketing approval of REACT or any product candidates ProKidney may develop in the future or which could make its product candidates unable to successfully obtain approval.

The regulatory review committees and advisory groups described above and the new guidelines they promulgate may lengthen the regulatory review process, require ProKidney to perform additional studies or clinical trials, increase ProKidney’s development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these treatment candidates, or lead to significant post-approval limitations or restrictions. As ProKidney advances its research programs and develops future product candidates, it will be required to consult with these regulatory and advisory groups and to comply with applicable guidelines. If ProKidney fails to do so, ProKidney may be required to delay or discontinue development of any product candidates it identifies and develops.

Clinical development involves a lengthy, complex and expensive process, with an uncertain outcome, and the results of nonclinical studies and early stage clinical trials of REACT and any of ProKidney’s future product candidates may not be predictive of the results of later stage clinical trials. Further, ProKidney may encounter substantial delays in completing the development of REACT and any of ProKidney’s future product candidates.

ProKidney’s product candidate, REACT, is in clinical development, and its risk of failure is high. The clinical trials, manufacturing and marketing of REACT or any of ProKidney’s future product candidates, if approved, will be, subject to extensive and rigorous review and regulation by numerous government authorities in the United States and in other countries where ProKidney intends to test and market REACT and any of its future product candidates. Before obtaining regulatory approvals for the commercial sale of REACT or any of ProKidney’s future product candidates, ProKidney must demonstrate through lengthy, complex and expensive testing and clinical trials that ProKidney’s product candidates are both safe and effective for use in each target indication. In particular, because REACT is subject to regulation as a biological product, ProKidney will need to demonstrate that it is safe, pure and potent for use in its target indication and lacks latent untoward cell effects. REACT and any other product candidate ProKidney may develop must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended use. The process of administration of REACT involves taking a small biopsy of tissue from the kidney. The risks associated with a biopsy include bleeding, pain, and hematoma, or bruising.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. In particular, the general approach for FDA approval of a new therapeutic modality can include dispositive data from two well-controlled, Phase 3 clinical trials of the relevant product in the relevant patient population. ProKidney’s Phase 3 development program may involve one to two thousand patients, have significant costs and

81

take years to complete. A product candidate can fail at any stage of testing, even after observing promising signals of activity in earlier nonclinical studies or clinical trials. The results of nonclinical studies and early clinical trials of REACT and ProKidney’s future product candidates may not be predictive of the results of Phase 3 registrational development program. In addition, initial success in clinical trials may not be indicative of results obtained when such trials are completed. There is typically an extremely high rate of attrition from the failure of product candidates proceeding through clinical trials. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy profile despite having progressed through nonclinical studies and initial clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials. Most product candidates that commence clinical trials are never approved as therapeutic products and there can be no assurance that any of ProKidney’s future clinical trials will ultimately be successful or support further clinical development of REACT or any of ProKidney’s future product candidates. Product candidates and delivery methods for cellular therapeutics and tissue engineered products that appear promising in the early phases of development may fail to reach the market for several reasons, including:

In addition, differences in trial design between early-stage clinical trials and later-stage clinical trials make it difficult to extrapolate the results of earlier clinical trials to later clinical trials. Moreover, clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their product candidates performed satisfactorily in clinical trials have nonetheless failed to obtain marketing approval of their products. Additionally, ProKidney’s earlier stage trials are open-label studies, where both the subject and investigator know whether the subject is receiving REACT or standard of care therapy. Most typically, open-label clinical trials test only the investigational product candidate and sometimes do so at different dose levels. Open-label clinical trials are subject to various limitations and biases that may exaggerate any therapeutic effect as subjects in open-label clinical trials are aware when they are receiving treatment. In addition, open-label clinical trials may be subject to an “investigator bias” where those assessing and reviewing the physiological outcomes of the clinical trials are aware of which subjects have received treatment and may interpret the information of the treated group more favorably given this knowledge. Given that ProKidney’s earlier stage trials include an open-label dosing design, while ProKidney believes its trials utilize objective assessment measures for measuring its endpoints and therefore are unlikely to be influenced in any manner by subject or investigator bias, it is unknown whether the open-label design may not be predictive of future clinical trial results with this or other product candidates for which ProKidney conducts an open-label clinical trial when studied in a controlled environment or with only objective endpoints.

Furthermore, the standards that the FDA and comparable foreign regulatory authorities use when regulating REACT require judgment and may change over time, which makes it difficult to predict with certainty how they will be applied. Any analysis ProKidney performs of data from nonclinical and clinical activities is subject to validation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. ProKidney may also encounter unexpected delays or increased costs due to new government regulations. Examples of such regulations include future legislation or administrative action, or changes in FDA policy during

82

the period of product development and FDA regulatory review. Specifically, some countries, such as China, have enacted or are considering enacting restrictions on the import and export of human genetic materials, cells and tissues. Such laws and regulations could impair ProKidney’s ability to import and export human cells and cell-based therapies, which could have a material adverse impact on ProKidney’s business. ProKidney cannot predict whether legislative changes will be enacted, whether FDA or foreign regulations, guidance or interpretations will be changed, or what the impact of such changes, if any, may be. The FDA may also require a panel of experts, referred to as an Advisory Committee, to deliberate on the adequacy of the safety and efficacy data to support approval. The opinion of the Advisory Committee, although not binding, may have a significant impact on ProKidney’s ability to obtain approval of any product candidates that ProKidney develops.

To date, ProKidney has not completed any pivotal trials required for the approval of REACT. ProKidney may experience delays in conducting any clinical trials, need to be redesigned, recruit and enroll subjects on time or be completed on schedule, or at all. Clinical trials can be delayed suspended or terminated for a variety of reasons, including in connection with:

83

ProKidney may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent its ability to receive marketing approval or commercialize REACT or any of ProKidney’s future product candidates or significantly increase the cost of such trials, including:

If ProKidney is required to conduct additional clinical trials or other testing of REACT or any of its future product candidates beyond those that ProKidney currently contemplates, if ProKidney is unable to successfully complete clinical trials of REACT or its future product candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, ProKidney may: