View:
United States securities and exchange commission logo
April 25, 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
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed April 11,
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.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Parties to the Business Combination, page 42
1. We note your response
to prior comment 6. Please additionally revise to discuss in the
proxy statement summary
the going concern opinions provided by SCS's auditors and
ProKidney's auditors in
relation to their respective financial statements, as referenced on
pages 74 and 147.
Additionally, please disclose in the summary the amounts outstanding
under the promissory
notes with Tolerantia and CEC, as disclosed on page 376 in
response to comment 30.
Please also clarify on page 177 whether these amounts are
included or excluded
from the ProKidney preliminary estimated transaction costs of $40.0
million.
The Business Combination Proposal, page 43
2. We note your response
to prior comment 7. Please explain here any significant business or
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
Comapany
April NameSocial Capital Suvretta Holdings Corp. III
25, 2022
April 225, 2022 Page 2
Page
FirstName LastName
strategic benefit or detriment resulting from the Up-C organizational
structure rather than
providing only a cross reference to "Risks to the Post-Combination
Organizational
Structure."
SCS's independent registered public accounting firm's report contains an
explanatory
paragraph..., page 147
3. We note your disclosures here that as "of December 31, 2021, SCS had
$428,189 in its
operating bank accounts and a working capital deficit of $1,057,614."
Please reconcile
this with your disclosures on page FS-10 which state that SCS had
$440,488 in its
operating bank accounts and working capital deficit of $935,119.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 174
4. Please renumber the notes to the Unaudited Pro Forma Condensed
Combined Financial
Information as note 2 is shown twice.
5. From the subsequent events footnote in the ProKidney LP and
Subsidiaries notes to the
consolidated financial statements, we note ProKidney borrowed $20
million against these
promissory notes subsequent to December 31, 2021 in connection with
the business
combination agreement. Please tell us your consideration for not
including the $20 million
promissory notes in the unaudited pro forma financial information.
3. Transaction Adjustments, page 177
6. Please revise footnote (5) to disaggregate, providing more insight,
into the significant
items included in the $40 million transaction cost.
Background to the Business Combination , page 211
7. We note your response to prior comment 13 and we reissue the comment
in part. Please
expand your disclosure to describe the extent of due diligence or
substantive negotiation
with the 17 potential targets with which you entered NDAs. As drafted,
there is little
discussion of the process by which all other potential targets were
eliminated during this
period from August to December 2021.
8. We note your response to prior comment 16 and we reissue the comment
in part. Please
revise to explain the methodology employed in reaching the valuation,
including the
underlying assumptions and conclusions of the SCS board. While you
disclose on page
214 that the analysis performed to value ProKidney primarily involved
a risk/probability
adjusted discounted cash flow analysis of the REACT product, you have
not disclosed
the "range of probabilities of Phase 3 success" or the "range of Phase
3 data outcomes[.]"
As drafted, your disclosure does not provide information material to
understanding how
the SCS board arrived at the valuation.
Chamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
April 25, 2022
Page 3
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.
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
April 25, 2022 Page 3
cc: Raaj S. Narayan, Esq.
FirstName LastName