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United States securities and exchange commission logo
March 17, 2022
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. III
2850 W. Horizon Ridge Parkway
Suite 200
Henderson, NV 89052
Re: Social Capital
Suvretta Holdings Corp. III
Preliminary Proxy
Statement on Schedule 14A
Filed February 14,
2022
File No. 001-40560
Dear Mr. Palihapitiya:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Summary Term Sheet, page 1
1. We note your disclosure
regarding the Sponsor s ownership interest after the business
combination on page 3.
When discussing potential conflicts on page 10 and throughout
the filing, please
disclose the approximate dollar value of the interest based on the
transaction value and
recent trading prices as compared to the price paid.
2. We note your disclosure
on page 10 that your Sponsor and certain members of your Board
and officers have
interests in the Business Combination that are different from the
interests of your
shareholders generally. Specifically, the "fact that our officers and
directors and their
affiliates will not have any claim against the Trust Account for
reimbursement for
out-of-pocket expenses incurred by them in connection with certain
activities on our
behalf, such as identifying and investigating possible business targets and
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
Comapany
March NameSocial Capital Suvretta Holdings Corp. III
17, 2022
March2 17, 2022 Page 2
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FirstName LastName
business combinations, if we fail to consummate a business combination
by July 2,
2023." Please quantify the aggregate value of these expenses here and
throughout the
filing.
Frequently Used Terms, page 11
3. We note on page 18 that the defined term, "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).
Please define the terms "institutional PIPE Investors" and "individual
PIPE Investors." If
"institutional PIPE Investors" refers to the defined term "Third Party
PIPE Investor" and
the term "individual PIPE Investors" refers to the defined terms
"ProKidney Related PIPE
Investors" and "Sponsor Related PIPE Investors[,]" please so clarify.
Question and Answers About the Proposals for Shareholders, page 19
4. Please include a question and answer regarding the Up-C structure of
the post-
combination entity and why you chose to use this structure. Ensure
that this discussion
clearly explains in terms understandable to the average investor what
the tax and business
purposes are and the extent to which the structure is unusual compared
to other mergers
and initial business combinations by SPACs.
What is the Tax Receivable Agreement?, page 26
5. We note your statement that, "[p]ursuant to the Tax Receivable
Agreement, among other
things, New ProKidney will be required to pay the Closing ProKidney
Unitholders party
thereto 85% of certain tax savings recognized by New ProKidney, if
any[.]" Please revise
to quantify the potential size of any payments under the agreement and
ensure that all
elements of this Tax Receivable Agreement that are material to the
decision of how to
vote in relation to the proposed business combination are also
disclosed. In this regard,
we note your risk factor disclosure on page 159 that "SCS expects that
the payments we
will make under the Tax Receivable Agreement will be substantial and
could have a
material adverse effect on New ProKidney s financial condition."
Summary of the Proxy Statement
Parties to the Business Combination, page 41
6. Please revise to discuss in the prospectus summary ProKidney's history
of net losses and
accumulated deficit of $147.8 million as of September 30, 2021, as
referenced on page 72.
Please also discuss that REACT is based on novel technology and that
to date, no
regenerative renal-based cell therapy has been approved for commercial
use by any
authority, as referenced on page 80. As drafted shareholders are
provided with little
information regarding its business history, which is material to a
decision of how to vote
in relation to the proposed business combination.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
Comapany
March NameSocial Capital Suvretta Holdings Corp. III
17, 2022
March3 17, 2022 Page 3
Page
FirstName LastName
The Business Combination Proposal, page 42
7. We note your disclosure that you intend to implement the business
combination through
an Up-C business structure. Please expand your disclosure in the
Summary to explain
the business or strategic rationale for why this structure was
selected, including any
material ways in which the structure benefits the Company, the
sponsor, the sellers or
related parties. Conflicts of interest related to such benefits should
be discussed in the
Risk Factors section. Please also disclose how the transaction
structure achieves its
intended benefits.
Organizational Structure, page 50
8. We note that you provide a diagram of the current ownership structure
of ProKidney.
Please provide a diagram of your proposed organizational structure
after the completion of
the business combination that similarly identifies the economic and
voting interests of
each of the relevant entities.
Unaudited Pro Forma Condensed Combined Financial Information, page 168
9. With regards to the disclosures in the various tables on pages 51, 71,
and 168 that the
Sponsor Related PIPE Investors will receive 15,640,000 Class A
ordinary shares, please
reconcile this with the disclosures throughout the filing which state
that the Sponsor
related PIPE investors will receive 15,500,000 Class A ordinary
shares.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Transaction Adjustments
Adjustment (n), page 176
10. Please disclose the maximum possible liability that New ProKidney is
obligated to pay
under the Tax Receivable Agreement if all the Post-Combination
ProKidney Common
Units are exchanged for New ProKidney Class A ordinary shares.
Vote of SCS's Sponsor, Directors and Officers, page 181
11. We note that your 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. Please
describe any
consideration provided in exchange for this agreement.
Background to the Business Combination, page 209
12. Your disclosure on this page that the SCS Board of Directors did not
engage a financial
advisor in connection with the Business Combination appears to
conflict with your
disclosure on page 236 that SCS engaged BofA Securities, Inc. to act
as financial advisor
in connection with the Business Combination. Please reconcile this
discrepancy and as
applicable, disclose the activities performed by BofA Securities and
describe its role in
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
Comapany
March NameSocial Capital Suvretta Holdings Corp. III
17, 2022
March4 17, 2022 Page 4
Page
FirstName LastName
advising the SCS board.
13. We note your disclosure on page 210 that SCS s management team
evaluated over 200
potential business combination targets, made contact with
representatives of 30 potential
combination targets, and entered into non-disclosure agreements with
18 such potential
business combination targets. Please explain how you narrowed these
potential targets
from 200 targets to 30 targets to 18 targets. As it concerns the 18
targets with which you
entered into non-disclosure agreements, briefly explain why and when
each was
eliminated as a potential target.
14. We note your disclosure on this page that officers and directors of
SCS have substantial
experience in evaluating the operating and financial merits of
companies from a wide
range of industries, including the biotechnology and technology
industries. We note your
disclosure on page 272 that Mr. Palihapitiya currently serves as the
Chief Executive
Officer and the Chairman of the board of directors of each of Social
Capital Hedosophia
Holdings Corp. IV and Social Capital Hedosophia Holdings Corp. VI.
Please explain
whether the SPACs' sponsors considered more than one active SPAC to
engage in a
business combination with ProKidney and if applicable, how the final
decision was
reached.
15. When referring to "Pipe Investors" in this section, please specify
which Pipe Investors to
whom you are referring using your defined terms, such as "Third Party
PIPE Investor,"
"Sponsor Related PIPE Investor," or "ProKidney Related PIPE Investor."
16. We note your disclosure on page 212 that the $1.75 billion valuation
in the revised letter
of intent was informed by SCS management s analysis of ProKidney s
scientific data and
clinical results and additional diligence performed since the date of
the prior letter of
intent, including through the detailed diligence sessions conducted
between SCS
management and ProKidney management and commercial diligence conducted
by SCS.
Please revise to explain the methodology employed in reaching the
valuation, including
the underlying assumptions and conclusions of the SCS board.
Prospective Financial Information, page 225
17. We note two statements on this page that investors "should not place
undue reliance" on
ProKidney's prospective financial information. Please revise to remove
any implication
that investors are not entitled to rely on disclosure in your proxy
statement.
18. You disclose that "ProKidney previously provided SCS with its
internally prepared
forecast of revenue potential in the United States for REACT-eligible
patients with stage 3
or 4 CKD caused by diabetes of $16 billion for each one-percent of
market penetration of
REACT[,]" and that "[t]he prospective financial information reflects
numerous estimates
and assumptions with respect to general business, economic,
regulatory, market and
financial conditions and other future events, as well as matters
specific to ProKidney s
business[.]" Please revise to explain whether the SCS board considered
ProKidney's
prospective financial information as part of its due diligence of
ProKidney's business and
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
Comapany
March NameSocial Capital Suvretta Holdings Corp. III
17, 2022
March5 17, 2022 Page 5
Page
FirstName LastName
if so, how the Board used any projections provided. Please also
clarify when the
projections were provided. Further, disclose the specific assumptions
used to generate the
revenue forecast and risks related to such assumptions.
19. We note your disclosure on page 226 that, as it concerns the $16
billion projection, "the
prospective financial information does not take into account any
circumstances or events
occurring after the date it was prepared." Please describe the SCS
board's consideration of
this fact and discuss what consideration the board gave to obtaining
updated projections.
Conflicts of Interest, page 277
20. We note that your Memorandum and Articles of Association includes a
waiver of the
corporate opportunities doctrine. If applicable, please disclose how
this impacted your
search for an acquisition target.
Our Pipeline, page 290
21. Please clarify your presentation by including the trial names in the
table, such as RMCL-
002, REGEN-003 etc. Additionally, please ensure all text is legible.
Please also relocate
your discussion of your Phase 4 trial on page 302 to appear under the
heading "Planned
Studies" or similar to clarify your development activities to date.
22. We note that you have included in your pipeline table two "research"
programs that
appear to be in the preclinical phase. You have included minimal
discussion of these two
programs, which implies that these programs are not sufficiently
material to your
operations to warrant more discussion. Given the early-stage
development of these
programs and the lack of narrative explanation, please explain why
each program is
sufficiently material to your business to warrant inclusion in your
pipeline table or remove
these programs from your pipeline table.
23. Please explain what is involved in the "Optimize" phase and why you
believe this is a
separate and distinct development phase, as opposed to the preclinical
phase.
Our Product Candidates, page 293
24. We note repeated references to interim data in this section. For
instance, on this page you
state that "in the RMCL-002 Phase 2 clinical trial, the interim
analysis as of December
2021 demonstrates there is a statistically significant improvement in
a measurement of
kidney function." This interim data is again referenced on page 298
and you reference the
"early interim results" of REGEN-004 on page 302. Please explain why
you chose to
highlight these interim results and include balancing disclosure here
and in your risk
factors section that interim results may not be indicative of future
results or success.
Competition, page 303
25. Please revise to identify specific competitors in your targeted
markets.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
Comapany
March NameSocial Capital Suvretta Holdings Corp. III
17, 2022
March6 17, 2022 Page 6
Page
FirstName LastName
Supply and Manufacturing, page 303
26. We note your disclosure that "the clinical REACT products we produced
for all clinical
studies have greater than 95% successful product delivery rate, which
is favorable
compared to most cell therapies with an average of 85% successful
product delivery
rate." Please revise to briefly explain what you mean by "product
delivery rate" and
provide the basis for this comparison, including the other cell
therapies to which you refer.
Key Agreements
Research, Development, Engineering Services and License Memorandum and
Agreement, dated
January 16, 2022, by and between ProKidney-KYand DEK, page 304
27. Please quantify any payments made to date under the License Memorandum
and
Agreement with DEKA Research & Development Corp. We note your
disclosure on page
305 that "[t]he initial payment for DEKA s work under the RDELA was
made through the
issuance of Class B-1 Units of ProKidney Management Equity LLC. All
subsequent
payments are made by ProKidney-KY in cash."
Intellectual Property, page 307
28. Please expand your disclosure to identify by patent family or
otherwise the type of patent
protection (such as composition of matter, use or process), the
technology to which it
relates and relevant jurisdiction. Ensure that you segregate issued
patents and patent
applications.
Beneficial Ownership of Securities , page 367
29. Please revise to identify in footnotes to the table all natural
persons who have voting
and/or investment power over the shares held by Adage Capital
Partners,
L.P., Millennium Management LLC, and Sculptor Capital LP.
Promissory Notes with Tolerantia and CEC, page 377
30. We note your disclosure that on January 18, 2022, in connection with
the Business
Combination Agreement, ProKidney entered into promissory note
agreements with (a)
Tolerantia, pursuant to which ProKidney may borrow up to an aggregate
principal amount
of $60,000,000, and (b) CEC, pursuant to which ProKidney may borrow up
to an
aggregate principal amount of $40,000,000 (collectively, the
ProKidney Promissory
Notes ). Please revise to disclose amounts outstanding, if any.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Chamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
March 17, 2022
Page 7
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNameChamath Palihapitiya
Division of Corporation
Finance
Comapany NameSocial Capital Suvretta Holdings Corp. III
Office of Life Sciences
March 17, 2022 Page 7
cc: Raaj S. Narayan, Esq.
FirstName LastName