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United States securities and exchange commission logo
August 15, 2022
Tim Bertram, Ph.D.
Chief Executive Officer
PROKIDNEY CORP.
2000 Frontis Plaza Blvd., Ste 250
Winston-Salem, NC 27103
Re: ProKidney Corp.
Registration
Statement on Form S-1
Filed August 9,
2022
File No. 333-266683
Dear Dr. Bertram:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 8, 2022
Cover Page
1. For each of the shares
being registered for resale, disclose the price that the selling
securityholders paid
for such shares.
2. We note the significant
number of redemptions of your Class A ordinary shares in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. We also note that some of
the shares being
registered for resale were purchased by the selling securityholders for
prices considerably
below the current market price of the Class A ordinary shares.
Highlight the
significant negative impact sales of shares on this registration statement
could have on the
public trading price of the Class A ordinary shares.
Tim Bertram, Ph.D.
PROKIDNEY CORP.
August 15, 2022
Page 2
Risk Factors, page 6
3. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the
purchase price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price is below the SPAC IPO price, the private investors have an
incentive to sell because
they will still profit on sales because of the lower price that they
purchased their shares
than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
141
4. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Pablo Legorreta, Tolerantia, LLC, and Control
Empresarial de
Capitales, S.A. de C.V., beneficial owners of a combined 68% of voting
shares,
may exchange their Class B ordinary shares for Class A ordinary shares
and will be able
to sell all of their shares for so long as the registration statement
of which this prospectus
forms a part is available for use.
General
5. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the Sponsor and other selling shareholders acquired
their shares, and the
price that the public securityholders acquired their shares. Disclose
that while the Sponsor
and other selling shareholders may experience a positive rate of return
based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
FirstName LastNameTim Bertram, Ph.D.
trading price. Please also disclose the potential profit the selling
securityholders will earn
Comapany
basedNamePROKIDNEY CORP.
on the current trading price. Lastly, please include appropriate
risk factor
disclosure.
August 15, 2022 Page 2
FirstName LastName
Tim Bertram, Ph.D.
FirstName LastNameTim Bertram, Ph.D.
PROKIDNEY CORP.
Comapany
August 15, NamePROKIDNEY
2022 CORP.
August
Page 3 15, 2022 Page 3
FirstName LastName
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Daniel Crawford at 202-551-7767 or Celeste Murphy at
202-551-
3257 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences