0000950170-22-024794 | 10-Q | XBRL Viewer

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 10, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Registrant Name	ProKidney Corp
Entity Central Index Key	0001850270
Entity File Number	001-40560
Entity Tax Identification Number	98-1586514
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2000 Frontis Plaza Blvd.
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Winston-Salem
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27103
City Area Code	336
Local Phone Number	999-7028
Document Quarterly Report	true
Document Transition Report	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value per share
Trading Symbol	PROK
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		61,540,231
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		171,210,060

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 506,327,000	$ 20,558,000
Prepaid assets	3,549,000	588,000
Prepaid clinical	9,337,000	6,100,000
Other current assets	158,000	25,000
Total Current Assets	519,371,000	27,271,000
Fixed assets, net	10,695,000	11,358,000
Right of use assets, net	2,105,000	1,241,000
Intangible assets, net	267,000	428,000
Total assets	532,438,000	40,298,000
Current liabilities
Accounts payable	3,453,000	2,834,000
Lease liabilities	426,000	267,000
Accrued expenses and other	5,962,000	9,213,000
Total current liabilities	9,841,000	12,314,000
Income tax payable, net of current portion	309,000	0
Lease liabilities, net of current portion	1,717,000	1,067,000
Total liabilities	11,867,000	13,381,000
Commitments and Contingencies
Redeemable noncontrolling interest	1,616,896,000	0
Shareholder's Equity
Additional paid-in capital	1,456,000	0
Accumulated deficit	(1,097,805,000)	161,510,000
Total shareholders' deficit / members equity	(1,096,325,000)	26,917,000
Total liabilities and equity	532,438,000	40,298,000
Capital Unit, Class A [Member]
Shareholder's Equity
Class Units	0	186,500,000
Capital Unit, Class B [Member]
Shareholder's Equity
Class Units	0	1,927,000
Common Class A [Member]
Shareholder's Equity
Common stock value	6,000	0
Common Class B [Member]
Shareholder's Equity
Common stock value	$ 18,000	$ 0

Condensed Consolidated Balance Sheets (Parenthetical)	Dec. 31, 2021 shares
Capital Unit, Class A [Member]
Limited Partners' Capital Account, Units Issued	186,500,000
Limited Partners' Capital Account, Units Outstanding	186,500,000
Capital Unit, Class B [Member]
Limited Partners' Capital Account, Units Issued	7,767,122
Limited Partners' Capital Account, Units Outstanding	7,767,122

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Operating expenses

Research and development

$ 21,132

$ 14,742

$ 61,180

$ 35,570

General and administrative

14,440

2,339

61,592

5,831

Total operating expenses

35,572

17,081

122,772

41,401

Loss from operations

(35,572)

(17,081)

(122,772)

(41,401)

Interest income

1,581

Interest expense

(29)

(1)

(213)

Net loss before income taxes

(34,020)

(17,082)

(121,404)

(41,400)

Income tax (benefit) expense

(75)

2,158

Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total

(33,945)

(17,142)

(123,562)

(41,476)

Net loss and comprehensive loss attributable to noncontrolling interest

(22,017)

Common Class A [Member]

Operating expenses

Net loss and comprehensive loss available to Class A ordinary shareholders

$ (11,928)

$ (17,142)

$ (101,545)

$ (41,476)

Weighted average number of shares outstanding, basic

^[1]

61,540,231

Weighted average number of shares outstanding, diluted

^[1]

61,540,231

Net loss per ordinary share , Basic

^[1]

$ (0.13)

Net loss per ordinary share , Diluted

^[1]

$ (0.13)

[1]

For the three and nine months ended September 30, 2022, net loss per Class A ordinary share and weighted average Class A ordinary shares outstanding is representative of the period from July 11, 2022 through September 30, 2022, the period following the Business Combination, as defined in Note 1. For more information refer to Note 8.

Condensed Consolidated Statements of Changes In Temporary Equity And Permanent (Deficit) Equity - USD ($)	Total	Redeemable Noncontrolling Interest[Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Class A [Member] Common Stock [Member]	Common Class B [Member] Common Stock [Member]	Class A Ordinary Shares Common Stock [Member]	Class B Ordinary Shares Common Stock [Member]	Class B Ordinary Shares Common Stock [Member] Restricted Stock Rights
Beginning Balance at Dec. 31, 2020	$ 9,864,000				$ (106,364,000)	$ 115,000,000	$ 1,228,000
Beginning Balance (in shares) at Dec. 31, 2020						115,000,000
Capital contribution, Shares						41,500,000
Capital contribution	41,500,000				0	$ 41,500,000	0
Equity-based payments	524,000				0		524,000
Net and comprehensive loss before noncontrolling interest	(41,476,000)				(41,476,000)
Ending Balance at Sep. 30, 2021	10,412,000				(147,840,000)	$ 156,500,000	1,752,000
Ending Balance (in shares) at Sep. 30, 2021						156,500,000
Beginning Balance at Jun. 30, 2021	15,880,000				(130,698,000)	$ 145,000,000	1,578,000
Beginning Balance (in shares) at Jun. 30, 2021						145,000,000
Capital contribution, Shares						11,500,000
Capital contribution	11,500,000				0	$ 11,500,000	0
Equity-based payments	174,000				0		174,000
Net and comprehensive loss before noncontrolling interest	(17,142,000)				(17,142,000)
Ending Balance at Sep. 30, 2021	10,412,000				(147,840,000)	$ 156,500,000	1,752,000
Ending Balance (in shares) at Sep. 30, 2021						156,500,000
Beginning Balance at Dec. 31, 2021	26,917,000				(161,510,000)	$ 186,500,000	1,927,000
Beginning Balance (in shares) at Dec. 31, 2021						186,500,000
Capital contribution	6,050,000						6,050,000
Equity based compensation after the Business Combination	1,456,000	$ 2,908,000		$ 1,456,000
Net loss prior to the Business Combination	(93,632,000)				(93,632,000)
Effect of Business Combination, Shares						(186,500,000)		61,540,231	170,723,961
Effect of Business Combination, Value	(1,092,694,000)	1,635,829,000			(834,574,000)	$ (186,500,000)	(71,644,000)	$ 6,000	$ 18,000
Equity-based compensation / payments prior to Business Combination	63,667,000						63,667,000
Vesting of Class B restricted stock rights, Shares										486,099
Net loss after the Business Combination	(7,913,000)	22,017,000			(7,913,000)
Impact of equity transactions on redeemable noncontrolling interest	176,000	176,000			176,000
Net and comprehensive loss before noncontrolling interest	(123,562,000)
Ending Balance at Sep. 30, 2022	(1,096,325,000)	1,616,896,000		1,456,000	(1,097,805,000)			$ 6,000	$ 18,000
Ending Balance (in shares) at Sep. 30, 2022								61,540,231	171,210,060
Beginning Balance at Jun. 30, 2022	6,537,000		$ 186,500,000		(251,127,000)		71,164,000
Beginning Balance (in shares) at Jun. 30, 2022						186,500,000
Equity based compensation after the Business Combination	1,456,000	2,908,000		1,456,000
Net loss prior to the Business Combination	(4,015,000)				(4,015,000)
Effect of Business Combination, Shares						(186,500,000)		61,540,231	170,723,961
Effect of Business Combination, Value	1,092,694,000	1,635,829,000	$ (186,500,000)		(834,574,000)		(71,644,000)	$ 6,000	$ 18,000
Equity-based compensation / payments prior to Business Combination	480,000						480,000
Vesting of Class B restricted stock rights										$ 486,099,000
Net loss after the Business Combination	(7,913,000)	(22,017,000)			(7,913,000)
Impact of equity transactions on redeemable noncontrolling interest	176,000	176,000			176,000
Net and comprehensive loss before noncontrolling interest	(33,945,000)
Ending Balance at Sep. 30, 2022	$ (1,096,325,000)	$ 1,616,896,000		$ 1,456,000	$ (1,097,805,000)			$ 6,000	$ 18,000
Ending Balance (in shares) at Sep. 30, 2022								61,540,231	171,210,060

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net and comprehensive loss before noncontrolling interest	$ (123,562)	$ (41,476)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization	2,245	1,397
Equity-based compensation	65,529	524
Gain on disposal of equipment	0	1
Changes in operating assets and liabilities:
Prepaid and other assets	(5,810)	(1,819)
Accounts payable and accrued expenses	(39)	4,064
Income taxes payable	309	0
Net cash flows used in operating activities	(61,328)	(37,309)
Cash flows used in investing activities
Net cash from SCS	108	0
Purchase of equipment and facility expansion	(1,540)	(4,652)
Net cash flows used in investing activities	(1,432)	(4,652)
Cash flows from financing activities
Payments on finance leases	(24)	(22)
Proceeds from Business Combination, including PIPE financing, net of associated costs of $37,856	542,503	0
Borrowings under related party notes payable	35,000	0
Repayment of related party notes payable	(35,000)	0
Net cash contribution	6,050	41,500
Net cash flows provided by financing activities	548,529	41,478
Net change in cash and cash equivalents	485,769	(483)
Cash, beginning of period	20,558	4,578
Cash, end of period	506,327	4,095
Supplemental disclosure of non-cash investing activities:
Right of use assets obtained in exchange for lease obligations	1,124	0
Impact of equity transactions and compensation on redeemable noncontrolling interest	3,084
Equipment and facility expansion included in accounts payable and accrued expenses	$ 380	$ 1,339

Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Statement of Cash Flows [Abstract]
Costs Of Business Combination	$ 37,856

Description Of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description Of Organization, Business Operations And Going Concern

Note 1: Description of Business and Basis of Presentation

Description of Business

ProKidney Corp. (the “Company” or “ProKidney”) was originally incorporated as Social Capital Suvretta Holdings Corp. III (“SCS”). SCS was a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021. SCS was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On January 18, 2022, SCS executed a definitive business combination agreement (the “Business Combination Agreement”), with ProKidney LP (“PKLP”), a limited partnership under the laws and regulations of Ireland. Pursuant to the terms of the Business Combination Agreement, PKLP would become a subsidiary of SCS and would be organized in an umbrella partnership corporation (“Up-C”) structure, which would provide potential future tax benefits for SCS when the equity holders ultimately exchanged their pass-through interests for Class A ordinary shares. The transaction closed (the “Closing”) on July 11, 2022 (the “Closing Date”). Upon consummation of the transaction, SCS changed its name to ProKidney Corp.

The business combination between SCS and PKLP (the “Business Combination”) resulted in gross proceeds of approximately $596,537,000. This amount reflected a contribution of $21,737,000 of cash held in SCS’ trust account, net of redemptions, and a $574,800,000 concurrent private placement of Class A ordinary shares of the combined company, priced at $10.00 per share (the “PIPE Placement”). Upon close, these proceeds were used to repay the outstanding balance of $35,000,000 under PKLP’s two promissory note agreements with certain holders of its Class A Units (the “Promissory Notes”) and related accrued interest. Additionally, the proceeds were used to pay those expenses previously incurred by SCS related to the Business Combination of approximately $21,029,000 as well as advisory and placement fees of approximately $29,389,000 incurred in connection with the PIPE Placement.

The Business Combination was accounted for as a reverse recapitalization transaction between entities under common control, through which PKLP was considered the accounting acquiror and predecessor entity. The Business Combination was reflected as the equivalent of PKLP issuing stock for the net assets of SCS accompanied by a recapitalization with no goodwill or intangible assets recognized.

ProKidney Corp., through its operating subsidiaries, ProKidney, which is incorporated under the Cayman Islands Companies Act (as amended) as an exempted company (“ProKidney-KY”) and ProKidney LLC, a limited liability company under the laws of Delaware (“ProKidney-US”) is focused on the development of its Renal Autologous Cell Therapy, which has the potential to stabilize or improve renal function in patients with chronic kidney disease or delay or eliminate the need for dialysis and organ transplantation.

Principles of Consolidation

ProKidney is a holding company, and its principal asset is a controlling equity interest in PKLP and its wholly-owned operating subsidiaries ProKidney-KY and ProKidney-US. The Company has determined that PKLP is a variable-interest entity for accounting purposes and that ProKidney is the primary beneficiary of PKLP because (through its managing member interest in PKLP and the fact that the senior management of ProKidney is also the senior management of PKLP) it has the power and benefits to direct all of the activities of PKLP, which include those that most significantly impact PKLP’s economic performance. The Company has therefore consolidated PKLP’s results pursuant to Accounting Standards Codification Topic 810, “Consolidation” in its Condensed Consolidated Financial Statements. As of September 30, 2022, various holders own non-voting interests in PKLP, representing a 73.6% economic interest in PKLP, effectively restricting ProKidney’s interest to 26.4% of PKLP’s economic results, subject to increase in the future, should ProKidney purchase additional non-voting common units (“PKLP Units”) of PKLP, or should the holders of PKLP Units decide to exchange such units (together with shares of Class B ordinary shares) for Class A ordinary shares (or cash) pursuant to the Exchange Agreement (as defined in Note 5). The Company will not be required to provide financial or other support for PKLP. However, ProKidney will control its business and other activities through its managing member interest in PKLP, and its management is the management of PKLP. Nevertheless, because ProKidney will have no material assets other than its interests in PKLP and its subsidiaries, any financial difficulties at PKLP could result in ProKidney recognizing a loss.

All intercompany transactions and balances have been eliminated.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company performed an

analysis of its ability to continue as a going concern. As of September 30, 2022, the Company had an accumulated deficit of $1,097,805,000. The Company has generated losses from operations for each year since its inception. The Company intends to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for general and administrative purposes, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, the Company will achieve profitability are uncertain. The Company’s ability to achieve profitability will depend, among other things, on successfully completing clinical studies, obtaining requisite regulatory approvals, establishing appropriate pricing for its product with payers, and raising sufficient funds to finance the Company’s activities. No assurance can be given that the Company’s clinical development efforts will be successful, that regulatory approvals will be obtained, or that the Company will be able to achieve appropriate pricing and market access or that profitability, if achieved, can be sustained.

The Closing provided additional liquidity to the Company totaling approximately $511,912,000. The Company’s primary source of liquidity is its cash and cash equivalents, which as of September 30, 2022, was $506,327,000. This liquidity is considered sufficient to satisfy the Company’s operating liabilities for a period greater than 12 months following the issuance date of these financial statements. As such, management considers that there is no longer substantial doubt about the Company’s ability to continue as a going concern.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2: Significant Accounting Policies

Unaudited Interim Financial Statements

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying Condensed Consolidated Balance Sheet as of September 30, 2022, Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Shareholders’ Deficit / Members’ Equity for the three and nine months ended September 30, 2022 and 2021 and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 are unaudited. These unaudited financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2022, the results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021. Certain prior year amounts have been reclassified to conform to the current year presentation. The December 31, 2021 Condensed Consolidated Balance Sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2021, contained in the Company’s Registration Statement on Form S-1 filed with the SEC on August 9, 2022 and declared effective on September 8, 2022.

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). These unaudited consolidated financial statements are presented in U.S. Dollars.

The Company does not have any components of other comprehensive income recorded within its Condensed Consolidated Financial Statements, and, therefore, does not separately present a statement of comprehensive income in its Condensed Consolidated Financial Statements.

Interim results are not necessarily indicative of results for an entire year.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements, in accordance with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the amounts of expenses during the reported periods. Certain estimates in these condensed consolidated financial statements have been made in connection with the calculation of research and development expenses, equity-based compensation expense and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items.

Concentrations of Credit Risk

Cash and equivalents are the primary financial instruments held by the Company that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and such amounts may exceed federally insured limits.

Accrued Expenses

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Compensation	$	2,471	$	1,832
Clinical study related costs		587		2,031
Accrued legal costs		433		964
Manufacturing improvement costs		678		4,164
Accrued consulting and professional fees		1,256		73
Other accrued expenses		537		149
Total accrued expenses and other	$	5,962	$	9,213

Research and Development Costs

Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, benefits, third party license fees, and external costs of outside vendors engaged to conduct manufacturing and preclinical development activities and clinical trials.

The Company records accruals based on estimates of services received, efforts expended, and amounts owed pursuant to contracts with numerous contract research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the company’s estimate of the degree of completion of the event or events specified in the specific clinical study.

The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the Condensed Consolidated Statement of Operations and Comprehensive Loss as the Company receives the related goods or services

Costs incurred in obtaining technology licenses are charged to research and development expense as purchased in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows:


Computer equipment and software	3-5 years
Furniture and equipment	5-7 years
Leasehold improvements	remainder of lease term

Fixed assets consisted of the following (in thousands):


	September 30, 2022			December 31, 2021
Furniture and equipment	$	2,376		$	2,180
Computer equipment and software		866			569
Leasehold improvements		10,537			10,517
Construction in progress		1,003			351
Less: accumulated depreciation		(4,087	)		(2,259	)
Total fixed assets, net	$	10,695		$	11,358

Depreciation expense for the three and nine months ended September 30, 2022 was $627,000 and $1,825,000, respectively. Depreciation expense for the three and nine months ended September 30, 2021 was $401,000 and $981,000, respectively.

Intangible Assets

Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350 - Intangibles - Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands):


	September 30, 2022		December 31, 2021
Gross carrying amount	$	1,073	$	1,073
Accumulated amortization		806		645
Net carrying amount	$	267	$	428

Estimated amortization expense as of September 30, 2022 for the remaining three months of 2022 was $47,000, $215,000 for the year ended December 31, 2023 and $5,000 for the year ended December 31, 2024. Amortization expense relating to the assembled workforce intangible asset was $54,000 for each of the three months ended September 30, 2022 and 2021. Amortization expense relating to the assembled workforce intangible asset was $161,000 for each of the nine months ended September 30, 2022 and 2021.

Impairment of Long-Lived Assets

Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the three and nine months ended September 30, 2022 and 2021.

Income Taxes

The Company uses the liability method in accounting for income taxes as required by ASC Topic 740 — Income Taxes, under which deferred tax assets and liabilities are recorded for the future tax consequences attributable to the differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in the carryback periods, projected future taxable income and tax planning strategies in making this assessment. Accordingly, the Company has provided a full valuation allowance to offset the net deferred tax assets at September 30, 2022 and December 31, 2021.

Interest and penalties related to income taxes are included in the benefit (expense) for income taxes in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three‑level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

•

Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data

•

Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions

The carrying values of cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short‑term nature of these instruments.

Leases

The Company determines if an arrangement is a lease at inception. Balances recognized related to the Company’s operating and finance leases are included in right-of-use assets, net and lease liabilities in the Condensed Consolidated Balance Sheets. Right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise the option. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The right of use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The Company has elected a practical expedient to not separate its lease and non-lease components and instead account for them as a single lease component. Leases with a term of 12 months or less are not recorded on the balance sheet.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease payments for short-term leases are recorded to operating expense on a straight-line basis and variable lease payments are recorded in the period in which the obligation for those payments is incurred.

Contingent Liabilities

The Company records reserves for contingent liabilities when it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements, and the amount of the loss can be reasonably estimated.

Equity-Based Compensation

Compensation expense for share-based compensation awards issued is based on the fair value of the award at the date of grant, and compensation expense is recognized for those awards earned over the service period on a straight-line basis. The Company records forfeitures of share-based compensation awards as they occur.

The grant date fair value of stock option awards is estimated using the Black-Scholes option pricing formula. Due to the lack of sufficient historical trading information with respect to its own shares, the Company estimates expected volatility based on a portfolio of selected stocks of companies believed to have market and economic characteristics similar to its own. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Due to a lack of historical exercise data, the Company estimates the expected life of its outstanding stock options using the simplified method specified under Staff Accounting Bulletin Topic 14.D.2.

Segments

The Company operates in only one segment.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use asset and a liability on the balance sheet for all leases, with the exception of short-term leases. The lease liability will be equal to the present value of lease payments, and the right-of-use asset will be based on the lease liability, subject to adjustment such as for initial

direct costs. Leases will continue to be classified as either operating or finance leases in the income statement. The guidance is effective for annual periods beginning after December 15, 2021, with early adoption permitted. The Company early adopted ASU No. 2016-02, Leases (Topic 842), as of January 1, 2021. For additional detail, see Note 4, Leases.

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 3: Income Taxes

ProKidney is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

The Company’s subsidiary, PKLP, is organized as a limited partnership and is classified as a partnership for U.S. income tax purposes, and as such, only records a provision for federal and state income taxes on its subsidiaries organized as C corporations or which have elected to be treated as corporations for U.S. federal income tax purposes.

The Company’s subsidiary, ProKidney-US, is treated as a C corporation, and therefore a provision for federal and state taxes has been recorded. The difference between the Company’s effective tax rates and the U.S. statutory rate of 21% is primarily attributable to PKLP and ProKidney-KY being treated as partnerships for income tax purposes.

For tax years beginning after December 31, 2021, the Tax Cut and Jobs Act of 2017 (the “TCJA”) requires specified research and development expenses to be capitalized and amortized ratably over a five-year period. The adoption of this provision of the TCJA is the primary driver of income tax expense recognized during the three and nine months ended September 30, 2022.

The Company’s subsidiary, ProKidney-KY, has been granted, by the Government in Council of the Cayman Islands, tax concessions under an undertaking certificate exempting it from any tax levied on profits, income, gains or appreciations in relation to its operations or in the nature of estate duty or inheritance tax for a period of twenty years from January 20, 2016. ProKidney-KY elected to be treated as an entity disregarded from its owner for U.S. tax purposes, and as a result, it has not recorded an income tax provision.

As discussed in Note 5, the Company is party to a tax receivable agreement with a related party which provides for the payment by the Company to holders of PKLP prior to the Closing (“Closing ProKidney Unitholders”) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or, in some circumstances, the Company is deemed to realize) as a result of certain transactions. As no transactions have occurred which would trigger a liability under this agreement, the Company has not recognized any liability related to this agreement as of September 30, 2022.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, available taxes in the carryback periods, projected future taxable income and tax planning strategies in making this assessment.

There were no net unrecognized tax benefits as of September 30, 2022 which, if recognized, would affect our effective tax rate. We expect none of the gross unrecognized tax benefits will decrease within the next year.

There were no significant changes in the Company’s uncertain tax positions during the nine months ended September 30, 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

Note 4: Leases

In February 2016, the FASB issued ASU 2016-02: Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability on its balance sheet for most operating leases. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides companies with an additional optional transition method to apply the new standard to leases in effect at the adoption date through a cumulative effect adjustment. The Company adopted the new lease standard as of January 1, 2021 using the modified retrospective transition method.

The Company elected the package of practical expedients referenced in ASU 2016-02, which permits companies to retain original lease identification and classification without reassessing initial direct costs for existing leases. The Company also elected the practical expedient that exempts leases with an initial lease term of twelve months or less, as well as the practical expedient that allows companies to select, by class of underlying asset, not to separate lease and non-lease components. Adoption of this standard resulted in the recognition of a right-of-use asset and a lease liability on the Company’s January 1, 2021 Consolidated Balance Sheet of $1,560,000 and $1,559,000, respectively. There was no material impact on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Loss.

The Company has operating leases for real estate (primarily office space) and certain equipment with various expiration dates. The Company also has one finance lease for certain equipment. Rent expense was $150,000 and $82,000, for the three months ended September 30, 2022 and 2021, respectively. For the nine months ended September 30, 2022 and 2021, the Company’s rent expense was $379,000 and $303,000, respectively.

The following table summarizes the classification of operating and finance lease assets and obligations in the Company's Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022		December 31, 2021
Operating leases:
Right of use assets	$	2,027	$	1,139

Operating lease liabilities, current	$	392	$	235
Operating lease liabilities, noncurrent		1,660		985
Total operating lease liabilities	$	2,052	$	1,220

Finance leases:
Right of use assets	$	78	$	102

Finance lease liabilities, current	$	34	$	32
Finance lease liabilities, noncurrent		57		82
Total finance lease liabilities	$	91	$	114

Maturities of lease liabilities for the Company’s operating and finance leases are as follows as of September 30, 2022 (in thousands):


	Operating Leases			Finance Leases			Total
2022 (remaining three months)		132			10			142
2023		551			40			591
2024		566			40			606
2025		568			10			578
2026		483			—			483
Thereafter		174			—			174
Total lease payments		2,474			100			2,574
Less: imputed interest		(422	)		(9	)		(431	)
Present value of lease liabilities	$	2,052		$	91		$	2,143

The weighted average remaining lease term for operating leases is 4.4 years, and 2.5 years for the finance lease. The weighted average discount rate is 8.5%.

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Note 5: Related Party Transactions

Exchange Agreement

On the Closing Date, the Company entered into an exchange agreement with PKLP and certain Closing ProKidney Unitholders (the “Exchange Agreement”) pursuant to which, subject to the procedures and restrictions therein, from and after the waiver or expiration of any contractual lock-up period (including pursuant to the Lock-Up Agreement (as defined below)) the holders of Post-Combination ProKidney Common Units as defined in the Exchange Agreement (or certain permitted transferees thereof) will have the right from time to time at and after 180 days following the Closing to exchange their Post-Combination ProKidney Common Units and an equal number of Class B ordinary shares of the Company on a one-for-one basis for Class A ordinary shares of the Company (the “Exchange”); provided, that, subject to certain exceptions, the Company, at its sole election, subject to certain restrictions, may, other than in the case of certain secondary offerings, instead settle all or a portion of the Exchange in cash based on a volume weighted average price (“VWAP”) of a Class A ordinary share. The Exchange Agreement provides that, as a general matter, a holder of Post-Combination ProKidney Common Units will not have the right to exchange Post-Combination ProKidney Common Units if the Company determines that such exchange would be prohibited by law or regulation or would violate other agreements with the Company and its subsidiaries to which the holder of Post-Combination ProKidney Common Units may be subject, including the Second Amended and Restated ProKidney Limited Partnership Agreement and the Exchange Agreement.

Lock-Up Agreement

On the Closing Date, the Company, SCS Sponsor III LLC and certain Closing ProKidney Unitholders entered into a lock-up agreement (the “Lock-Up Agreement”). The Lock-Up Agreement contains certain restrictions on transfer with respect to the SCS

Sponsor III LLC and the Closing ProKidney Unitholders party thereto. Such restrictions begin at the Closing and end on the earlier of (i) the date that is 180 days after the Closing and (ii)(a) for 33% of the Lock-Up Shares (other than the Earnout Shares and the PIPE Shares), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-Up Shares (other than the Earnout Shares and the Private Placement Shares (as each such term is defined in the Lock-Up Agreement)), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing. Notwithstanding the above, (i) the lock-up period for any Earnout Shares will expire not earlier than 180 days after such Earnout Shares are issued; (ii) 50% of the Lock-Up Shares held by certain Closing ProKidney Unitholders and their affiliates will remain locked up until the earlier of four years following the Closing and the date that PKLP receives notice of any regulatory market authorization, including full or conditional authorization, to market its lead product candidate, Renal Autologous Cell Therapy (but, in any event, not earlier than 180 days following the Closing or (in the case of Earnout Shares) the date of issuance); and (iii) the lock-up period for the Private Placement Shares expired 30 days after the Closing. The restrictions on transfer set forth in the Lockup Agreement are subject to customary exceptions.

Tax Receivable Agreement

On the Closing Date, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the Closing ProKidney Unitholders. Pursuant to the Tax Receivable Agreement, among other things, the Company will be required to pay the Closing ProKidney Unitholders party thereto 85% of certain tax savings recognized by the Company, if any, as a result of the increases in tax basis attributable to exchanges by the Closing ProKidney Unitholders of Post-Combination ProKidney Common Units for Class A ordinary shares of the Company or, subject to certain restrictions, cash, pursuant to the Exchange Agreement and certain other tax attributes of PKLP and tax benefits related to entering into the Tax Receivable Agreement.

Earnout Rights

At the Closing, certain shareholders were issued an aggregate of 17,500,000 Earnout Restricted Common Units and 17,500,000 Earnout Restricted Stock Rights (collectively, the “Earnout Rights”). The Earnout Rights vest in three equal tranches if, during the five-year period after Closing, the VWAP of a Class A ordinary share reaches $15.00 per share, $20.00 per share and $25.00 per share. Likewise, the Earnout Rights will vest upon a change of control with a per share price exceeding the those same VWAP thresholds within a five-year period immediately following the Closing. Upon vesting, the Earnout Rights will automatically convert into Post Combination ProKidney Common Units and Class B ordinary shares.

Related Party Debt

On January 18, 2022, in connection with the execution of the Business Combination Agreement, the Company entered into the Promissory Notes. Through such promissory notes, the holders could fund up to $100,000,000 to support the operational financing needs of the Company prior to the Closing. These notes bore interest at a rate of 3% per annum and were due upon the earliest of either (i) the date on which the Business Combination closed or (ii) January 17, 2023.

Drawdowns on the Promissory Notes could be made in multiples of $10,000 unless otherwise agreed upon. Once an amount was drawn down under the Promissory Notes, it was no longer available for future drawdown requests even if prepaid.

During the nine months ended September 30, 2022, the Company borrowed $35,000,000 under the Promissory Notes. No borrowings were made during the three months ended September 30, 2022. During the three and nine months ended September 30, 2022, the Company recognized interest expense of $27,000 and $207,000, respectively related to the Promissory Notes. The amounts due under the Promissory Notes were paid, and the Promissory Notes were effectively terminated upon Closing as described in Note 1.

Consulting Services Agreement between ProKidney-KY and Nefro Health

On January 1, 2020, ProKidney-KY (formerly known as inRegen) entered into a consulting services agreement with Nefro Health (“Nefro”), an Irish partnership controlled and majority-owned by Mr. Pablo Legorreta, a director of the Company ProKidney GP Limited, a private limited company incorporated under the laws of Ireland (“Legacy GP”) and a holder of over 5% of Class A Units in PKLP, pursuant to which Nefro provides consulting services for the research and development of the Company’s product candidates, including the conduct of clinical trials in North America and the European Union, the design and manufacturing of ProKidney’s product candidates as well as pre-commercialization activities, which are primarily performed by Mr. Pablo Legorreta. Under the agreement, Nefro receives $25,000 per quarter and is reimbursed for any out-of-pocket expenses incurred in connection with activities Nefro conducted under the agreement. ProKidney-KY has paid Nefro an aggregate of $75,000 for each of the nine month periods ended September 30, 2022 and 2021. The initial term of the consulting services agreement continued through December 31, 2020 and was renewed pursuant to the provision allowing for automatic renewals for additional periods of one year each unless terminated by either party by providing written notice to the other party at least ninety (90) days prior to the scheduled termination date. Either party may

terminate this agreement upon the occurrence of a material breach by the other party in the performance of its obligations under the agreement or in respect of any provision, representation, warranty or covenant if such breach has not been cured within thirty (30) days after receiving written notice from the non-breaching party. Additionally, either of the parties may terminate the consulting services agreement for any reason upon giving thirty (30) days’ advance notice of such termination to the other party. In the event of such termination, ProKidney-KY will be obligated to pay Nefro any earned but unpaid consulting fee as of the termination date.

Consulting Services Agreement between ProKidney-US and Nefro Health

On January 1, 2020, ProKidney-US (formerly known as Twin City Bio, LLC) entered into a consulting services agreement with Nefro, pursuant to which Nefro provides consulting services for the research and development of the Company’s product candidates, including the conduct of clinical trials in North America and the European Union, the design and manufacturing of the Company’s product candidates as well as pre-commercialization activities, which are primarily performed by Mr. Pablo Legorreta. Under the agreement, Nefro receives $25,000 per quarter and is reimbursed for any out-of-pocket expenses incurred in connection with activities Nefro conducted under the agreement. ProKidney-US has paid Nefro an aggregate of $75,000 for each of the nine month periods ended September 30, 2022 and 2021. The initial term of the consulting services agreement continued through December 31, 2020 and was renewed pursuant to the provision allowing for automatic renewals for additional periods of one year each unless terminated by either party by providing written notice to the other party at least ninety (90) days prior to the scheduled termination date. Either party may terminate this agreement upon the occurrence of a material breach by the other party in the performance of its obligations under the agreement or in respect of any provision, representation, warranty or covenant if such breach has not been cured within thirty (30) days after receiving written notice from the non-breaching party. Additionally, either of the parties may terminate the consulting services agreement for any reason upon giving thirty (30) days’ advance notice of such termination to the other party. In the event of such termination, ProKidney-US will be obligated to pay Nefro any earned but unpaid consulting fee as of the termination date.

Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2022

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

Note 6: Redeemable Noncontrolling Interest

The Company is subject to the Exchange Agreement with respect to the Post-Combination ProKidney Common Units representing the outstanding 73.6% noncontrolling interest in PKLP (see Note 1). The Exchange Agreement requires the surrender of an equal number of Post-Combination ProKidney Common Units and Class B ordinary shares for (i) Class A ordinary shares on a one-for-one basis or (ii) cash (based on the fair market value of the Class A ordinary shares as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of PKLP), subject to customary conversion rate adjustments for share splits, share dividends and reclassifications. The exchange value is determined based on a five-day VWAP of the Class A ordinary shares as defined in the Exchange Agreement, subject to customary conversion rate adjustments for share splits, share dividends and reclassifications.

The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At September 30, 2022, the redeemable noncontrolling interest was recorded based on its initial fair value plus accumulated losses associated with the noncontrolling interest as this amount was higher than the redemption value as of the balance sheet date which was approximately $1.6 billion.

Changes in the Company’s ownership interest in PKLP while the Company retains its controlling interest in PKLP are accounted for as equity transactions, and the Company is required to adjust noncontrolling interest and equity for such changes. The following is a summary of net income attributable to the Company and transfers to noncontrolling interest:


	For the Period from July 11, 2022 through September 30, 2022
Net loss available to Class A ordinary shareholders	$	(7,913	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation		2,908
(Increase)/Decrease in ProKidney Corp. accumulated deficit for vesting of Restricted Common Units in ProKidney LP		176
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	$	(4,829	)

Shareholders Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Shareholders' Equity

Note 7: Shareholders’ Equity

In conjunction with the Business Combination, 186,500,000 Class A Units and 27,100,937 Class B and B-1 Units of PKLP were converted into an aggregate of 170,723,961 Class B ordinary shares of the Company and 9,276,039 Restricted Stock Rights in the Company (the “Restricted Stock Rights”).

Subsequent to the Business Combination, the Company’s authorized share capital consists of 1,005,000,000 shares including (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share, (ii) 500,000,000 Class B ordinary shares, par value $0.0001 per share and (iii) 5,000,000 preference shares, par value $0.0001 per share.

Rights of Class A Ordinary Shares

Each holder of Class A ordinary shares is entitled to one vote for each Class A ordinary share held of record by such holder on all matters on which shareholders generally are entitled to vote.

Subject to preferences that may be applicable to any outstanding preference shares, the holders of Class A ordinary shares are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of funds legally available therefor. All dividends are subject to certain restrictions under Cayman Islands law, namely that we may only pay dividends out of profits or share premium account, and provided always that, in no circumstances may a dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of the Company’s Class A ordinary shares are entitled to share ratably in all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preference shares or any class or series of shares having a preference over the Company’s Class A ordinary shares, then outstanding, if any.

Rights of Class B Ordinary Shares

Each holder of the Company’s Class B ordinary shares is entitled to one vote for each Class B ordinary share held of record by such holder on all matters on which shareholders generally are entitled to vote. The holders of the Company’s Class B ordinary shares will not participate in any dividends declared by our board of directors.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Class B ordinary shares are entitled to a ratable amount equal to the capital paid up on such Class B ordinary shares of all assets remaining after payment of our debts and other liabilities, subject to prior distribution rights of preference shares or any class or series of shares having a preference over the Company’s Class B ordinary shares, then outstanding, if any. The Company’s Class B ordinary shares shall not carry any other right to participate in our profits or assets.

Earnout Rights

At the closing of the Business Combination, certain shareholders were issued an aggregate of 17,500,000 Earnout Rights. The Earnout Rights vest in three equal tranches if, during the five-year period after Closing, the VWAP of a Class A ordinary share reaches $15.00 per share, $20.00 per share and $25.00 per share. Likewise, the Earnout Rights will vest upon a change of control with a per share price exceeding those same VWAP thresholds within a five-year period immediately following the Closing. Upon vesting, the Earnout Rights will automatically convert into Post-Combination ProKidney Common Units and Class B ordinary shares.

The issuance of the Earnout Rights was accounted for as an equity transaction. Since the Earnout Rights were issued to Closing ProKidney Unitholders (i.e., the accounting acquirer in the business combination), the accounting for the Earnout Rights arrangement does not fall under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations nor Topic 718, Stock Compensation.

The accounting for the Earnout Rights was also evaluated under ASC Topic 480, Distinguishing Liabilities from Equity, to determine if the arrangement should be classified as a liability. Based on that analysis, it was determined that the Earnout Rights did not meet the criteria to be accounted for as a liability. Additionally, the Earnout Rights were evaluated under ASC Topic 815, Derivatives. As part of that analysis, it was determined that the Earnout Rights met the definition of a derivative; however, they meet the scope exception criteria as they were clearly and closely related to the entity’s own stock, and met the criteria for equity treatment.

Net Loss per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share

Note 8: Net Loss per Share

Basic net loss per share is calculated by dividing net loss attributable to Class A ordinary shareholders by the weighted-average shares of Class A ordinary shares outstanding without the consideration for potential dilutive securities. Diluted net loss per share represents basic net loss per share adjusted to include the effects of all potentially dilutive shares. Diluted net loss per share is the same as basic loss per share for all periods as the inclusion of potentially issuable shares would be antidilutive.

The Company analyzed the calculation of net loss per share for periods prior to the Business Combination on July 11, 2022 and determined that it resulted in values that would not be meaningful to the users of the consolidated financial statements, as the capital structure completely changed as a result of the Business Combination. Therefore, net loss per share information has not been presented for periods prior to the Business Combination. The basic and diluted net loss per share attributable to Class A ordinary shareholders for the three and nine months ended September 30, 2022, as presented on the unaudited consolidated statements of operations, represents only the period after the Business Combination to September 30, 2022.

The following table sets forth the computation of basic and diluted net loss per share for the period from July 11, 2022 through September 30, 2022 (in thousands, except share and per share amounts):


Numerator
Net loss for the period from July 11, 2022 through September 30, 2022	$	(29,930	)
Less: Net loss attributable to noncontrolling interests for the period from July 11, 2022 through September 30, 2022		(22,017	)
Net loss available to Class A ordinary shareholders of ProKidney Corp. for the period from July 11, 2022 through September 30, 2022, basic and diluted	$	(7,913	)

Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, basic and diluted		61,540,231

Net loss per Class A Unit
Net loss per Class A ordinary share of ProKidney Corp., basic and diluted	$	(0.13	)

Antidilutive securities
ProKidney Corp. Class B ordinary shares		171,210,060
Unvested Restricted Stock Rights		8,766,071
Earnout Rights		17,500,000
Legacy SCS Restricted Share Units		50,000
Stock options granted under the 2022 Equity Incentive Plan		129,370

Equity Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity Based Compensation

Note 9: Equity Based Compensation

2022 Incentive Equity Plan

On July 11, 2022, the shareholders of the Company approved the ProKidney Corp. 2022 Incentive Equity Plan (the “2022 Plan”) which provides for the issuance of equity based awards to the Company’s employees, non-employee directors, individual consultants, advisors and other service providers. Upon adoption of the plan, there were 24,154,023 Class A Ordinary Shares reserved for issuance. The 2022 Plan provides for the issuance of equity awards in the form of incentive stock options, which are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or nonqualified stock options, which are not intended to meet those requirements, stock appreciation rights, restricted stock, restricted stock units, performance awards or other cash or stock-based awards as determined appropriate by the plan administrator.

During the three and nine months ended September 30, 2022, the Company granted 129,370 stock option awards under the 2022 Plan. The weighted average grant date fair value of these awards was $7.15. These awards vest in equal installments upon the anniversary of grant over a period of three years. As of September 30, 2022, the unrecognized compensation expense related to these awards was $910,000.

The following table summarizes the activity related to the Company’s stock option awards granted under the 2022 Plan for the nine months ended September 30, 2022:


	Number of Shares		Weighted Average Exercise Price
Awards outstanding at January 1, 2022		—	$	—
Granted		129,370		9.73
Awards outstanding at September 30, 2022		129,370	$	9.73

Legacy Profits Interests

The Deed for the Establishment of a Limited Partnership of ProKidney LP, dated as of August 5, 2021 (the “Limited Partnership Agreement”) which replaced the Amended and Restated Limited Liability Company Agreement of ProKidney LLC as the governing document of the parent entity in the Company, allowed for the issuance of Profits Interests (as defined in the Limited Partnership Agreement) to employees, directors, other service providers of the Company and others denominated in the form of one or more Class B Units of PKLP (as defined in the Limited Partnership Agreement).

Under the Limited Partnership Agreement, Legacy GP determined the terms and conditions of the Profits Interests issued. The threshold value assigned to each grant was not to be less than the fair market value of PKLP on the date of grant. Profits Interests awards would vest at a rate of 25% on the latter of the first anniversary of employment and the first anniversary of the Acquisition Date with the remaining 75% to vest in increments of 25% on each anniversary following the first anniversary date, ratably over a three or four-year period from the date of grant, in annual installments of 33.3% over the three-year period from the date of grant, in increments of 6.25% each calendar quarter following the first anniversary date, or were fully vested upon issuance.

On January 17, 2022, PKLP amended and restated its Limited Partnership Agreement (the “Amended and Restated Limited Partnership Agreement”) which provided that certain qualified distribution events would result in holders of Profits Interests receiving disproportionate distributions from PKLP until each such holder’s valuation threshold had been reduced to zero in order to “catch up” such holder’s distributions to its pro rata share of aggregate cumulative distributions, and once sufficient distributions to a holder of Profits Interests had been made in accordance with the foregoing, the associated Class B Units of PKLP would automatically be converted into Class A Units of PKLP.

Upon consummation of the Business Combination discussed in Note 1, PKLP’s existing Class B and B-1 Units were “caught up” and were converted into Class A Units of PKLP. The resulting vested and unvested Class A Units of PKLP were then recapitalized into Post-Combination ProKidney Common Units or Restricted Common Units of the Company, respectively. This recapitalization resulted in a decrease in the number of awards held by each participant. As such, the number of Profits Interests and related per unit values within these financial statements have been adjusted to reflect this recapitalization. Upon recapitalization, the Restricted Common Units maintained the vesting schedules associated with the original Profits Interest awards.

The following table summarizes the activity related to the Company’s Profits Interest awards for the nine months ended September 30, 2022:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested awards outstanding at January 1, 2022		2,015,943		$	0.44
Granted		8,174,016			7.43
Vested		(1,365,987	)		1.17
Forfeited		(57,901	)		7.36
Awards outstanding at September 30, 2022		8,766,071		$	6.80

As of September 30, 2022, the unrecognized compensation expense related to these awards was $49,853,000. The current weighted average remaining period over which the unrecognized compensation expense is expected to be recognized is 3.2 years. The weighted average grant date fair value of the Profits Interests granted during the nine months ended September 30, 2022, was $7.43 per Class B-1 unit, as adjusted for the effects of the recapitalization. There were no Profits Interests granted during the three months ended September 30, 2022 and the three and nine months ended September 30, 2021.

Modification to Profits Interest Awards

On January 17, 2022, the Limited Partnership Agreement was amended and restated to provide that certain qualified distribution events would result in the holders of Profits Interests receiving disproportionate distributions from PKLP until each such holder’s threshold value was reduced to zero in order to “catch up” such holder’s distributions to its pro rata share of aggregate cumulative distributions, and once sufficient distributions to a holder of Profits Interests had been made in accordance with the foregoing, the associated Class B Units would automatically be converted into Class A Units.

This amendment constituted a modification to the Class B-1 Units in PKLP outstanding as of the date of the modification under the provisions of ASC Topic 718. In connection with the modification of its outstanding share-based compensation awards, the Company will recognize total additional compensation expense of $5,437,000 related to awards granted to its employees. The portion of this additional compensation expense attributable to vested awards of $3,715,000 was recognized immediately upon modification during the nine months ended September 30, 2022.

Issuance of Profits Interests to Service Provider

During the nine months ended September 30, 2022, the Company issued 2,253,033 fully vested Class B-1 Units in PKLP to a third-party service provider as payment for research and development services provided in prior periods. The Company had previously recognized expense of $2,502,000 for these services based on the liability related to the services incurred. As the fair value of shares

issued to satisfy that obligation was higher than the amount previously expensed, the Company recognized additional research and development expense of $14,080,000 during the nine months ended September 30, 2022.

Purchase of Class B-1 Units in PKLP

As discussed further in Note 6, certain of the Company’s employees, board members and service providers purchased 6,648,353 of Class B-1 Units in PKLP for total cash proceeds of $6,050,000, respectively, during the nine months ended September 30, 2022. Since these Class B-1 Units in PKLP were fully vested upon purchase and contained no service requirements, the Company immediately recognized the difference between the purchase price and the estimated fair value for these Class B-1 Units in PKLP of $34,254,000 as equity-based compensation expense during the nine months ended September 30, 2022, respectively. No such sales occurred during the three months ended September 30, 2022 and the three and nine months ended September 30, 2021.

Fair Value Estimate for Profits Interest

Prior to the Business Combination, PKLP was privately held with no active public market for its equity instruments. Therefore, for financial reporting purposes, management determined the estimated per share fair value of PKLP’s equity shares (including Profits Interests) using contemporaneous valuations. These contemporaneous valuations were done using methodologies consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, also known as the Practice Aid.

For the Profits Interest Awards granted during the nine months ended September 30, 2022, the valuation approach utilized a hybrid method which consists of a combination of an Option Pricing Method (“OPM”) and a Probability Weighted Expected Return Method (”PWERM”) approach. Weighting allocations were assigned to the OPM and PWERM methods based upon the expected likelihood of possible future liquidity events, including the Business Combination.

Under the OPM approach, the fair value of the total equity of PKLP within each scenario was first estimated using a back-solve method wherein the equity value is derived from a recent transaction in PKLP’s own securities, and then the total equity value is allocated to the various components of the capital structure, including the Profits Interests, using an OPM or a waterfall approach based on the specific rights of each of the equity classes. The OPM used the fair value of the total equity of PKLP within a scenario as a starting point and incorporates assumptions made regarding the expected returns and volatilities that are consistent with the expectations of market participants, and distribution of equity values is produced which cover the range of events that an informed market participant might expect. This process creates a range of equity values both between and within scenarios. The fair value measurement is sensitive to changes in the unobservable inputs. Changes in those inputs might result in a higher or lower fair value measurement.

The PWERM approach is a scenario-based analysis that estimates the value per share of ordinary shares based on the probability-weighted present value of expected future equity values for the ordinary shares, under various possible future liquidity event scenarios, including the proposed Business Combination, in light of the rights and preferences of each class and series of stock, including the Profits Interests, discounted for a lack of marketability.

In performing these valuations, management considered all objective and subjective factors that they believed to be relevant, including management’s best estimate of PKLP’s business condition, prospects, and operating performance at each valuation date. Within the valuations performed, a range of factors, assumptions, and methodologies were used. The significant factors included trends within the industry, the prices at which PKLP sold its Class A Units, the rights and preferences of the Class A Units relative to the Class B Units at the time of each measurement date, the results of operations, financial position, status of research and development efforts, stage of development and business strategy, the lack of an active public market for the units, and the likelihood of achieving an exit event in light of prevailing market conditions.

The following reflects the key assumptions used in each of the valuation scenarios:


	OPM			PWERM
Total equity value (in thousands)	$234,551 - $280,400			$	1,750,000
Expected volatility of total equity		95	%	60% - 90%
Discount for lack of market		30	%	7% - 15%
Expected time to exit event	3.4 years - 3.7 years			0.1 years - 0.5 years

Legacy SCS Awards

In 2021, SCS had agreed to grant 50,000 restricted stock units (“RSUs”) to certain of its board members and other advisors which were contingent upon the consummation of a Business Combination and a shareholder approved equity plan. The RSUs were to vest upon the consummation of such Business Combination and represent 50,000 Class A ordinary shares of the Company that will settle on

a date determined in the sole discretion of the Company that shall occur between the vesting date and March 15th of the year following the year in which vesting occurs.

The RSUs granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs granted were subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Upon Closing, the performance conditions for these awards were met as both a Business Combination had occurred and the shareholders approved a qualifying equity plan. As such, the entire amount of share-based compensation expense related to these awards of $0.4 million was recognized in the three and nine months ended September 31, 2022. The weighted average grant date fair value per share of these RSUs was $7.92.

Compensation Expense

Compensation expense related to share-based awards is included in research and development and general and administrative expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	1,682	$	–	$	20,385	$	–
General and administrative		3,162		175		45,144		524
Total equity-based compensation expense	$	4,844	$	175	$	65,529	$	524

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 10: Subsequent Events

Subsequent to September 30, 2022, the Company has issued 5,226,638 stock option awards with an exercise price of $10.33 to certain of its employees under the 2022 Equity Incentive Plan. These awards either vest on a monthly basis over a four year period or with 25% vesting upon the first anniversary of the employee’s hire date and on a monthly basis for the three years thereafter.

Additionally, 3,639,607 stock option awards with an exercise price of $10.33 were granted to the Company’s CEO which vest and become exercisable based on the satisfaction of both time and performance vesting conditions. The performance vesting conditions become satisfied in equal one-third tranches upon the Company's Class A ordinary shares exceeding a volume weighted average price hurdle of $15.00, $20.00 and $25.00, respectively, for 20 trading days within any 30 consecutive trading day period occurring prior to July 11, 2027. Once the performance vesting condition for a tranche is satisfied, such tranche will continue to be subject to time-vesting conditions and will vest ratably on each of the first, second and third anniversaries of the date that such tranche satisfied the performance vesting condition described above.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Unaudited Interim Financial Statements

Interim results are not necessarily indicative of results for an entire year.

Fixed Assets


Computer equipment and software	3-5 years
Furniture and equipment	5-7 years
Leasehold improvements	remainder of lease term

Fixed assets consisted of the following (in thousands):


	September 30, 2022			December 31, 2021
Furniture and equipment	$	2,376		$	2,180
Computer equipment and software		866			569
Leasehold improvements		10,537			10,517
Construction in progress		1,003			351
Less: accumulated depreciation		(4,087	)		(2,259	)
Total fixed assets, net	$	10,695		$	11,358

Equity-Based Compensation

Impairment of Long-Lived Assets

Fair Value Measurements

•

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

•

Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data

•

Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions

The carrying values of cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short‑term nature of these instruments.

Intangible Assets


	September 30, 2022		December 31, 2021
Gross carrying amount	$	1,073	$	1,073
Accumulated amortization		806		645
Net carrying amount	$	267	$	428

Segments

The Company operates in only one segment.

Contingent Liabilities

Leases

Research and Development Costs

Use of Estimates

Cash and Cash Equivalents

Accrued Expenses

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Compensation	$	2,471	$	1,832
Clinical study related costs		587		2,031
Accrued legal costs		433		964
Manufacturing improvement costs		678		4,164
Accrued consulting and professional fees		1,256		73
Other accrued expenses		537		149
Total accrued expenses and other	$	5,962	$	9,213

Concentration of Credit Risk

Concentrations of Credit Risk

Share-Based Payment Arrangements

Equity-Based Compensation

Income Taxes

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Finite-Lived Intangible Assets Amortization Expense [Table Text Block]

The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands):


	September 30, 2022		December 31, 2021
Gross carrying amount	$	1,073	$	1,073
Accumulated amortization		806		645
Net carrying amount	$	267	$	428

EstimatedUsefulLivesAssetsTableTextBlock

The estimated useful lives are as follows:


Computer equipment and software	3-5 years
Furniture and equipment	5-7 years
Leasehold improvements	remainder of lease term

Fixed assets consisted of the following (in thousands):


	September 30, 2022			December 31, 2021
Furniture and equipment	$	2,376		$	2,180
Computer equipment and software		866			569
Leasehold improvements		10,537			10,517
Construction in progress		1,003			351
Less: accumulated depreciation		(4,087	)		(2,259	)
Total fixed assets, net	$	10,695		$	11,358

Condensed Consolidated Balance Sheets of Accrued expense

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Compensation	$	2,471	$	1,832
Clinical study related costs		587		2,031
Accrued legal costs		433		964
Manufacturing improvement costs		678		4,164
Accrued consulting and professional fees		1,256		73
Other accrued expenses		537		149
Total accrued expenses and other	$	5,962	$	9,213

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2022

Noncontrolling Interest [Abstract]

Summary of Company and transfers to noncontrolling interest:

The following is a summary of net income attributable to the Company and transfers to noncontrolling interest:


	For the Period from July 11, 2022 through September 30, 2022
Net loss available to Class A ordinary shareholders	$	(7,913	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation		2,908
(Increase)/Decrease in ProKidney Corp. accumulated deficit for vesting of Restricted Common Units in ProKidney LP		176
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	$	(4,829	)

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net loss per share

The following table sets forth the computation of basic and diluted net loss per share for the period from July 11, 2022 through September 30, 2022 (in thousands, except share and per share amounts):


Numerator
Net loss for the period from July 11, 2022 through September 30, 2022	$	(29,930	)
Less: Net loss attributable to noncontrolling interests for the period from July 11, 2022 through September 30, 2022		(22,017	)
Net loss available to Class A ordinary shareholders of ProKidney Corp. for the period from July 11, 2022 through September 30, 2022, basic and diluted	$	(7,913	)

Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, basic and diluted		61,540,231

Net loss per Class A Unit
Net loss per Class A ordinary share of ProKidney Corp., basic and diluted	$	(0.13	)

Antidilutive securities
ProKidney Corp. Class B ordinary shares		171,210,060
Unvested Restricted Stock Rights		8,766,071
Earnout Rights		17,500,000
Legacy SCS Restricted Share Units		50,000
Stock options granted under the 2022 Equity Incentive Plan		129,370

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheets


	September 30, 2022		December 31, 2021
Operating leases:
Right of use assets	$	2,027	$	1,139

Operating lease liabilities, current	$	392	$	235
Operating lease liabilities, noncurrent		1,660		985
Total operating lease liabilities	$	2,052	$	1,220

Finance leases:
Right of use assets	$	78	$	102

Finance lease liabilities, current	$	34	$	32
Finance lease liabilities, noncurrent		57		82
Total finance lease liabilities	$	91	$	114

Schedule of maturities of lease liabilities

Maturities of lease liabilities for the Company’s operating and finance leases are as follows as of September 30, 2022 (in thousands):


	Operating Leases			Finance Leases			Total
2022 (remaining three months)		132			10			142
2023		551			40			591
2024		566			40			606
2025		568			10			578
2026		483			—			483
Thereafter		174			—			174
Total lease payments		2,474			100			2,574
Less: imputed interest		(422	)		(9	)		(431	)
Present value of lease liabilities	$	2,052		$	91		$	2,143

Equity Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of stock option awards granted, Activity

The following table summarizes the activity related to the Company’s stock option awards granted under the 2022 Plan for the nine months ended September 30, 2022:


	Number of Shares		Weighted Average Exercise Price
Awards outstanding at January 1, 2022		—	$	—
Granted		129,370		9.73
Awards outstanding at September 30, 2022		129,370	$	9.73

Summary of Profits Interest awards, Activity

The following table summarizes the activity related to the Company’s Profits Interest awards for the nine months ended September 30, 2022:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested awards outstanding at January 1, 2022		2,015,943		$	0.44
Granted		8,174,016			7.43
Vested		(1,365,987	)		1.17
Forfeited		(57,901	)		7.36
Awards outstanding at September 30, 2022		8,766,071		$	6.80

Summary of assumptions of the valuation scenarios

The following reflects the key assumptions used in each of the valuation scenarios:


	OPM			PWERM
Total equity value (in thousands)	$234,551 - $280,400			$	1,750,000
Expected volatility of total equity		95	%	60% - 90%
Discount for lack of market		30	%	7% - 15%
Expected time to exit event	3.4 years - 3.7 years			0.1 years - 0.5 years

Schedule of Compensation expense related to share-based awards

Compensation expense related to share-based awards is included in research and development and general and administrative expense as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	1,682	$	–	$	20,385	$	–
General and administrative		3,162		175		45,144		524
Total equity-based compensation expense	$	4,844	$	175	$	65,529	$	524

Description Of Business and Basis of Presentation - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Description Of Organization And Business Operations [Line Items]
Incorporation date of entity	Feb. 25, 2021
Cash	$ 506,327,000
Repayments of related party debt	35,000,000	$ 0
Accumulated deficit	(1,097,805,000)		$ 161,510,000
Proceeds from business combination net	511,912,000
Proceeds from business combination gross	596,537,000
Advisory and placement fees	29,389,000
Costs paid with proceeds for SPAC	$ 21,029,000
PKLP [Member]
Description Of Organization And Business Operations [Line Items]
Percentage Of Non Voting Economic Interest	73.60%
Percentage Of Non Voting Economic Interest by Parent	26.40%
Repayments of related party debt	$ 35,000,000
Proceeds from unredeemed shares	$ 21,737,000
Private Placement [Member]
Description Of Organization And Business Operations [Line Items]
Sale of stock price per share	$ 10.00
Common Class A [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from private placement issue	$ 574,800,000

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Segment	Sep. 30, 2021 USD ($)
Accounting Policies [Line Items]
Amortization expense	$ 54,000	$ 54,000	$ 161,000	$ 161,000
Depreciation expense	627,000	$ 401,000	$ 1,825,000	$ 981,000
Number of Reportable Segments \| Segment			1
Finite lived intangible asset one year	47,000		$ 47,000
Finite lived intangible asset Two year	215,000		215,000
Finite lived intangible asset Three year	$ 5,000		$ 5,000

Significant Accounting Policies - Summary of Accrued expense (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Compensation	$ 2,471	$ 1,832
Clinical study related costs	587	2,031
Accrued legal costs	433	964
Manufacturing improvement costs	678	4,164
Accrued consulting and professional fees	1,256	73
Other accrued expenses	537	149
Total accrued expenses and other	$ 5,962	$ 9,213

Significant Accounting Policies - Summary of Fixed Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Construction in progress	$ 1,003
Less: accumulated depreciation	(4,087)	$ (2,259)
Total fixed assets, net	10,695	11,358
Computer equipment and software
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	$ 866	569
Computer equipment and software \| Maximum Member
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Computer equipment and software \| Minimum Member
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and equipment
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	$ 2,376	2,180
Furniture and equipment \| Maximum Member
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Furniture and equipment \| Minimum Member
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated useful life	remainder of lease term
Fixed Assets Gross	$ 10,537	10,517
Construction in progress
Property, Plant and Equipment [Line Items]
Construction in progress		$ 351

Significant Accounting Policies - Summarizes intangible asset (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Gross carrying amount	$ 1,073	$ 1,073
Accumulated amortization	806	645
Finite-Lived Intangible Assets, Net, Total	$ 267	$ 428

Income Taxes (Additional Information) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	21.00%
Unrecognized tax benefits	$ 0
Uncertain tax positions	$ 0

Private Placement - Additional Information (Detail)	9 Months Ended
Private Placement - Additional Information (Detail)	Sep. 30, 2022 USD ($) $ / shares
Private Placement [Member]
Class of Stock [Line Items]
Sale of stock price per share \| $ / shares	$ 10.00
Common Class A [Member]
Class of Stock [Line Items]
Proceeds from private placement issue \| $	$ 574,800,000

Leases (Additional Information) (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases (Additional Information) (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
Lessee, Operating Lease, Term of Contract	12 months		12 months
Right Of Use Assets Operating And Finance Lease	$ 2,105,000		$ 2,105,000		$ 1,241,000	$ 1,560,000
Operating And Finance Lease Liabilities Current	426,000		426,000		$ 267,000	$ 1,559,000
Operating Lease Expense	$ 150,000	$ 82,000	$ 379,000	$ 303,000
Finance Lease, Weighted Average Remaining Lease Term		2 years 6 months		2 years 6 months
Operating Lease, Weighted Average Remaining Lease Term	4 years 4 months 24 days		4 years 4 months 24 days
Operating And Finance Lease Weighted Average Discount Rate, Percent	8.50%		8.50%

Leases - Schedule of the Classification of Operating and Finance Lease Assets and Obligations in the Company's Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating leases:
Right of use assets	$ 2,027	$ 1,139
Operating lease liabilities, current	392	235
Lease liabilities, net of current portion	1,660	985
Total operating lease liabilities	2,052	1,220
Finance leases:
Right of use assets	78	102
Finance lease liabilities, current	34	32
Finance lease liabilities, noncurrent	57	82
Total finance lease liabilities	$ 91	$ 114

Leases - Schedule of Maturities of Lease Liabilities for the Company's Operating and Finance Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (remaining three months)	$ 132
2023	551
2024	566
2025	568
2026	483
Thereafter	174
Total lease payments	2,474
Less: imputed interest	(422)
Present value of lease liabilities	2,052	$ 1,220
2022 (remaining three months)	10
2023	40
2024	40
2025	10
2026	0
Thereafter	0
Total lease payments	100
Less: imputed interest	(9)
Present value of lease liabilities	91	$ 114
2022 (remaining three months)	142
2023	591
2024	606
2025	578
2026	483
Thereafter	174
Total lease payments	2,574
Less: imputed interest	(431)
Present value of lease liabilities	$ 2,143

Related Party Transactions - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 18, 2022	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Number of shares, Granted			3,639,607
Repayments of related party debt			$ 35,000,000	$ 0
Borrowings under related party notes payable			$ 35,000,000	0
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding		171,210,060	171,210,060
Class A [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding		61,540,231	61,540,231
Pre IPO Sponsor Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value		$ 35,000,000	$ 35,000,000
Lock Up Agreement [Member]
Related Party Transaction [Line Items]
Description Of Terms Earnout Shares			A ordinary share of the Company equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-Up Shares (other than the Earnout Shares and the Private Placement Shares (as each such term is defined in the Lock-Up Agreement)), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing. Notwithstanding the above, (i) the lock-up period for any Earnout Shares will expire not earlier than 180 days after such Earnout Shares are issued
Tax Receivable Agreement [Member]
Related Party Transaction [Line Items]
Percentage of tax saving recognized			85.00%
ProKidney KY and Nefro Health [Member]
Related Party Transaction [Line Items]
Quarterly Related Party Fee			$ 25,000
Costs And Expenses Related Party			75,000	75,000
ProKidney US and Nefro Health [Member]
Related Party Transaction [Line Items]
Nefro consulting service			75,000,000	$ 75,000,000
Promissory note [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month	$ 10,000
Interest expense		$ 27,000	$ 207,000
Related Party Note Maximum Amount	$ 100,000,000
Interest rate on notes	3.00%
RCU [Member]
Related Party Transaction [Line Items]
Earnout Restricted Common Units Issued			17,500,000
RSR [Member]
Related Party Transaction [Line Items]
Earnout restricted stock right shares			17,500,000
Earnout Rights [Member]
Related Party Transaction [Line Items]
Vesting Period of Earnout Rights			5 years
Earnout Rights [Member] \| Tranche two [Member] \| Class A [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		$ 20.00	$ 20.00
Earnout Rights [Member] \| Tranche three [Member] \| Class A [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		25.00	25.00
Earnout Rights [Member] \| Vesting [Member] \| Tranche one [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		15.00	15.00
Earnout Rights [Member] \| Vesting [Member] \| Tranche two [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		20.00	20.00
Earnout Rights [Member] \| Vesting [Member] \| Tranche three [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		$ 25.00	$ 25.00

Shareholders Equity (Additional Information) (Details)	9 Months Ended
Shareholders Equity (Additional Information) (Details)	Sep. 30, 2022 $ / shares shares
Earnout Rights [Member]
Vesting Period of Earnout Rights	5 years
PKLP [Member]
Issuance of Class B ordinary shares to Sponsor (in shares)	170,723,961
Preferred stock, par value \| $ / shares	$ 0.0001
PKLP [Member] \| Earnout Rights [Member]
Common stock, shares issued	17,500,000
Description of earnout rights	The Earnout Rights vest in three equal tranches if, during the five-year period after Closing, the VWAP of a Class A ordinary share reaches $15.00 per share, $20.00 per share and $25.00 per share.
ProKidney Corp [Member]
Total Shares Authorized	1,005,000,000
Preferred stock shares authorized	5,000,000
Class A [Member]
Common stock, shares authorized	500,000,000
Common stock, shares issued	61,540,231
Common stock, par value \| $ / shares	$ 0.0001
Class A [Member] \| PKLP [Member]
Conversion of converted shares	186,500,000
Class A [Member] \| ProKidney Corp [Member]
Common stock, shares authorized	500,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, voting rights	one vote
Class A [Member] \| Tranche one [Member] \| Earnout Rights [Member]
Share price \| $ / shares	$ 15.00
Class A [Member] \| Tranche two [Member] \| Earnout Rights [Member]
Earnout Rights Stock Price Trigger \| $ / shares	20.00
Class A [Member] \| Tranche three [Member] \| Earnout Rights [Member]
Earnout Rights Stock Price Trigger \| $ / shares	$ 25.00
Class B [Member]
Common stock, shares authorized	500,000,000
Common stock, shares issued	171,210,060
Common stock, par value \| $ / shares	$ 0.0001
Class B [Member] \| PKLP [Member]
Conversion of converted shares	27,100,937
Class B [Member] \| ProKidney Corp [Member]
Conversion of shares	9,276,039
Common stock, shares authorized	500,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, voting rights	one vote

Redeemable Noncontrolling Interest - Summary of company non controlling interest (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss available to Class A ordinary shareholders	$ (33,945)		$ (17,142)	$ (123,562)	$ (41,476)
Noncontrolling Interest [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP		$ (4,829)
Subsidiaries [Member] \| Noncontrolling Interest [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Consolidation Changes Wholly Owned Subsidiary Parent Ownership Interest Changes Impact Of Subsidiary Equity-Based Compensation		2,908
ProKidney LP [Member] \| Noncontrolling Interest [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Consolidation Changes Wholly Owned Subsidiary Parent Ownership Interest Changes Impact Of Subsidiary Equity-Based Compensation		176
Class A [Member] \| Noncontrolling Interest [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss available to Class A ordinary shareholders		$ (7,913)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Redeemable Noncontrolling Interest (Additional Information) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Redeemable noncontrolling interest	$ 1,616,896	$ 0
Exchange Agreement [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Redeemable noncontrolling interest	$ 1,600,000
Exchange Agreement [Member] \| PKLP [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Non controlling interest percentge	73.60%

Temporary Equity and Permanent Deficit - Additional Information (Detail)	Sep. 30, 2022 $ / shares shares
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares issued	61,540,231
Common stock shares outstanding	61,540,231
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	500,000,000
Common stock, par value \| $ / shares	$ 0.0001
Common stock, shares issued	171,210,060
Common stock shares outstanding	171,210,060

Net Loss per Share - Schedule of computation of basic and diluted net loss per share (Details)
$ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2022

$ / shares

Sep. 30, 2022

USD ($)

$ / shares

Sep. 30, 2022

$ / shares

Numerator

Net loss for the period from July 11, 2022 through September 30, 2022 | $

$ (29,930)

Less: Net loss attributable to noncontrolling interests for the period from July 11, 2022 through September 30, 2022 | $

$ (22,017)

Antidilutive securities

Legacy SCS Restricted Share Units

50,000

Stock options granted under the 2022 Equity Incentive Plan

129,370

Restricted Stock [Member]

Antidilutive securities

Unvested Restricted Stock Rights

8,766,071

Earnout Restricted Common Units [Member]

Antidilutive securities

Unvested Restricted Stock Rights

17,500,000

Common Class A [Member]

Numerator

Net loss available to ordinary shareholders of ProKidney Corp. for the period from July 11, 2022 through September 30, 2022, basic | $

$ (7,913)

Net loss available to ordinary shareholders of ProKidney Corp. for the period from July 11, 2022 through September 30, 2022, diluted | $

$ (7,913)

Denominator

Weighted Average Shares Outstanding, Basic

61,540,231

^[1]

61,540,231

^[1]

Weighted Average Shares Outstanding, Diluted

61,540,231

^[1]

61,540,231

^[1]

Net loss per ordinary share , Basic | $ / shares

$ (0.13)

^[1]

$ (0.13)

^[1]

Net loss per ordinary share , Diluted | $ / shares

$ (0.13)

^[1]

$ (0.13)

^[1]

Common Class B [Member] | ProKidney LP [Member]

Antidilutive securities

Unvested Restricted Stock Rights

171,210,060

[1]

Equity Based Compensation - Summary of stock option awards granted, activity (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Granted	3,639,607
Stock option awards granted [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards outstanding at January 1, 2022	0
Number of shares, Granted	129,370
Awards outstanding at September 30, 2022	129,370
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 0
Weighted Average Exercise Price, Granted \| $ / shares	9.73
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 9.73

Equity Based Compensation - Schedule of Profits Interest awards (Details) - Profits Interest awards [Member]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested awards outstanding at January 1, 2022 \| shares	2,015,943
Number of Shares, Granted \| shares	8,174,016
Number of Shares, Vested \| shares	(1,365,987)
Number of Shares, Forfeited \| shares	(57,901)
Number of Shares, Unvested awards outstanding at September 30, 2022 \| shares	8,766,071
Weighted Average Grant Date Fair Value, Unvested awards outstanding at January 1, 2022 \| $ / shares	$ 0.44
Weighted Average Grant Date Fair Value, Granted \| $ / shares	7.43
Weighted Average Grant Date Fair Value, Vested \| $ / shares	1.17
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	7.36
Weighted Average Grant Date Fair Value, Unvested awards outstanding at September 30, 2022 \| $ / shares	$ 6.80

Equity Based Compensation - Summary of assumptions of the valuation scenarios (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
OPM [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility of total equity	95.00%
Discount for lack of market	30.00%
OPM [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total equity value	$ 280,400
Expected time to exit event	3 years 8 months 12 days
OPM [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total equity value	$ 234,551
Expected time to exit event	3 years 4 months 24 days
PWERM [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total equity value	$ 1,750,000
PWERM [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility of total equity	90.00%
Discount for lack of market	15.00%
Expected time to exit event	6 months
PWERM [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility of total equity	60.00%
Discount for lack of market	7.00%
Expected time to exit event	1 month 6 days

Equity Based Compensation - Compensation expense related to share-based awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 4,844	$ 175	$ 65,529	$ 524
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	1,682	0	20,385	0
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 3,162	$ 175	$ 45,144	$ 524

Equity Based Compensation (Additional Information) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 11, 2022
Number of shares, Granted			3,639,607
Unrecognized compensation expense remaining period			3 years 2 months 12 days
Profits interests granted			$ 0	$ 0
Share-Based Payment Arrangement, Expense	$ 4,844,000	$ 175,000	$ 65,529,000	$ 524,000
Limited Partnership Agreement
Profits Interest vesting description			Profits Interests awards would vest at a rate of 25% on the latter of the first anniversary of employment and the first anniversary of the Acquisition Date with the remaining 75% to vest in increments of 25% on each anniversary following the first anniversary date, ratably over a three or four-year period from the date of grant, in annual installments of 33.3% over the three-year period from the date of grant, in increments of 6.25% each calendar quarter following the first anniversary date, or were fully vested upon issuance.
R&D service provider [Member]
Share-Based Payment Arrangement, Expense			$ 14,080,000
Stock Option Awards Under Twenty Twenty Two Plan
Number of shares, Granted			129,370
Weighted average grant date fair value of options granted			$ 7.15
Unrecognized compensation expense remaining period			3 years
Unrecognized compensation expense	910,000		$ 910,000
RSU [Member]
Weighted Average Grant Date Fair Value, Granted			$ 7.92
Share-based compensation expense	400,000		$ 400,000
Restricted Stock Unit Awards Vesting During Period			50,000
Profits Interest awards [Member]
Profits Interests Issued To Service Provider			$ 7.43
Weighted Average Grant Date Fair Value, Granted			$ 7.43
Unrecognized compensation expense	$ 49,853,000		$ 49,853,000
Class A [Member]
Ordinary shares reserved for issuance					24,154,023
Restricted Stock Unit Awards Vesting During Period			50,000
PKLP Class B Units outstanding [Member]
Additional compensation expense			$ 5,437,000
Recognized compensation expense modification			3,715,000
Previously Recognized Expense Settled Via Equity Award			2,502,000
Share-Based Payment Arrangement, Expense			34,254,000
Stock Issued During Period, Value, New Issues			$ 6,050,000
PKLP Class B Units outstanding [Member] \| Limited Partnership Agreement
Stock option award granted, shares			6,648,353
PKLP Class B Units outstanding [Member] \| R&D service provider [Member]
Stock option award granted, shares			2,253,033

Subsequent Events (Additional Information) (Details)	9 Months Ended
Subsequent Events (Additional Information) (Details)	Sep. 30, 2022 $ / shares shares
Subsequent Event [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross \| shares	3,639,607
Vesting period	4 years
Vesting percent	25.00%
Number of shares, Granted \| shares	3,639,607
Weighted average price, description	The performance vesting conditions become satisfied in equal one-third tranches upon the Company's Class A ordinary shares exceeding a volume weighted average price hurdle of $15.00, $20.00 and $25.00, respectively, for 20 trading days within any 30 consecutive trading day period
Class A Ordinary Shares [Member]
Subsequent Event [Line Items]
Share-Based Award Threshold Trading Days	20 days
Share-Based Award Threshold Consecutive Trading Days	30 days
Class A Ordinary Shares [Member] \| Tranche one [Member]
Subsequent Event [Line Items]
Share Based Payment Award Market Based Vesting Condition Per Share	$ 15.00
Class A Ordinary Shares [Member] \| Tranche two [Member]
Subsequent Event [Line Items]
Share Based Payment Award Market Based Vesting Condition Per Share	20.00
Class A Ordinary Shares [Member] \| Tranche three [Member]
Subsequent Event [Line Items]
Share Based Payment Award Market Based Vesting Condition Per Share	25.00
Stock Option [Member]
Subsequent Event [Line Items]
Weighted Average Exercise Price, Granted	$ 10.33
2022 Equity Incentive Plan [Member] \| Stock Option [Member]
Subsequent Event [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross \| shares	5,226,638
Weighted Average Exercise Price, Granted	$ 10.33
Number of shares, Granted \| shares	5,226,638