0000950170-23-063688 | 10-Q | XBRL Viewer

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2023

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 three and nine months ended September 30, 2023 and the period from July 11, 2022 through September 30, 2022 (in thousands, except share and per share amounts):


	Three Months Ended September 30,			Nine Months Ended September 30,			Period from July 11, 2022 through September 30,
	2023			2023			2022
Numerator
Net loss	$	(41,991	)	$	(113,723	)	$	(29,930	)
Less: Net loss attributable to noncontrolling interests		(31,007	)		(83,956	)		(22,017	)
Net loss available to Class A ordinary shareholders of ProKidney Corp., basic and diluted	$	(10,984	)	$	(29,767	)	$	(7,913	)

Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, basic and diluted		61,592,876			61,565,298			61,540,231

Net loss per Class A Unit
Net loss per Class A ordinary share of ProKidney Corp., basic and diluted	$	(0.18	)	$	(0.48	)	$	(0.13	)

Outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following:


	As of September 30,		Period from July 11, 2022 through September 30,
	2023		2022
Antidilutive securities
ProKidney Corp. Class B ordinary shares		173,839,330		171,210,060
Unvested Restricted Stock Rights		5,644,596		8,766,071
Earnout Rights		17,500,000		17,500,000
Legacy SCS Restricted Share Units		–		50,000
Stock options granted under the 2022 Equity Incentive Plan		17,356,148		129,370

Related Party Transactions	9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 6: 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. During January 2023, the lock-up period for 50% of the shares held by the Closing ProKidney Unitholders (other than the Earnout Shares) expired. 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 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 the 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. During the nine months ended September 30, 2022, the Company borrowed $35,000,000 under the Promissory Notes. 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. 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 $25,000 and $75,000 for the each of the three and nine month periods ended September 30, 2023 and 2022, respectively. 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. 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 $25,000 and $75,000 for each of the three and nine month periods ended September 30, 2023 and 2022, respectively. 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.

Related Party Transactions

9 Months Ended

Sep. 30, 2023

Related Party Transactions

Note 6: 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.

During January 2023, the lock-up period for 50% of the shares held by the Closing ProKidney Unitholders (other than the Earnout Shares) expired.

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 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 the 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.

During the nine months ended September 30, 2022, the Company borrowed $35,000,000 under the Promissory Notes. 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. 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 $25,000 and $75,000 for the each of the three and nine month periods ended September 30, 2023 and 2022, respectively. 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. 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 $25,000 and $75,000 for each of the three and nine month periods ended September 30, 2023 and 2022, respectively. 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.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Investments - Schedule of Investments Fair Values and Gross Unrealized Losses (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Less than 12 months, fair value	$ 131,615
Less than 12 months, unrealized loss	(292)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	131,615
Total, unrealized loss	(292)
Time Deposits [Member]
Less than 12 months, fair value	12,990
Less than 12 months, unrealized loss	(17)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	12,990
Total, unrealized loss	(17)
Commercial Paper [Member]
Less than 12 months, fair value	91,160
Less than 12 months, unrealized loss	(224)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	91,160
Total, unrealized loss	(224)
Government Bonds [Member]
Less than 12 months, fair value	12,476
Less than 12 months, unrealized loss	(24)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	12,476
Total, unrealized loss	(24)
Corporate Debt Securities [Member]
Less than 12 months, fair value	14,989
Less than 12 months, unrealized loss	(27)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	14,989
Total, unrealized loss	$ (27)

Investments

9 Months Ended

Sep. 30, 2023

Investments [Abstract]

Investments

Note 3: Investments

Cash equivalents and marketable securities are measured at fair value and within Level 2 in the fair value hierarchy, because we use quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs to determine fair value.

The following tables summarize our cash equivalents and marketable securities measured at fair value on a recurring basis as of September 30, 2023 (in thousands):


	Fair Value Hierarchy	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Money market funds	Level 2	$	1,037	$	–	$	–		$	1,037	$	1,037	$	–
Time deposits	Level 2		30,506		9		(17	)		30,498		–		30,498
Commercial paper	Level 2		132,166		35		(224	)		131,977		–		131,977
Government bonds	Level 2		12,500		–		(24	)		12,476		–		12,476
Corporate debt securities	Level 2		30,017		4		(27	)		29,994		–		29,994
Total		$	206,226	$	48	$	(292	)	$	205,982	$	1,037	$	204,945

The following table shows the fair value of the Company’s cash equivalents and marketable securities, by contractual maturity, as of September 30, 2023 (in thousands):


	September 30, 2023
Due in 1 year or less	$	205,982
Due in 1 year through 5 years		–
Total	$	205,982

The following table shows fair values and gross unrealized losses recorded to accumulated other comprehensive income, aggregated by category and the length of time that individual securities have been in a continuous loss position as of September 30, 2023 (in thousands):


	Less than 12 months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Time deposits	$	12,990	$	(17	)	$	–	$	–	$	12,990	$	(17	)
Commercial paper		91,160		(224	)		–		–		91,160		(224	)
Government bonds		12,476		(24	)		–		–		12,476		(24	)
Corporate debt securities		14,989		(27	)		–		–		14,989		(27	)
Total	$	131,615	$	(292	)	$	–	$	–	$	131,615	$	(292	)

The Company holds debt securities of companies with high credit quality and has determined that there was no material change in the credit risk of its debt securities during the nine months ended September 30, 2023. As such, the Company has not recognized an allowance for credit losses related to our marketable debt securities during the nine months ended September 30, 2023 and 2022.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net loss including noncontrolling interest	$ (113,723)	$ (123,562)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Depreciation and amortization	2,707	2,245
Equity-based compensation	37,216	65,529
(Gain) On Marketable Securities, Net	(3,675)	0
Loss on disposal of equipment	21	0
Changes in operating assets and liabilities:
Interest Receivable	(714)	0
Prepaid and other assets	5,094	(5,810)
Accounts payable and accrued expenses	7,774	(39)
Income taxes payable	615	309
Net cash flows used in operating activities	(64,685)	(61,328)
Cash flows used in investing activities
Net cash from SCS	0	108
Purchases Of Marketable Securities	(301,701)	0
Sales of marketable securities	100,187	0
Purchase of equipment and facility expansion	(32,625)	(1,540)
Net cash flows used in investing activities	(234,139)	(1,432)
Cash flows from financing activities
Payments on finance leases	(39)	(24)
Proceeds from Business Combination, including PIPE financing, net of associated costs of $37,856	0	542,503
Borrowings under related party notes payable	0	35,000
Repayment of related party notes payable	0	(35,000)
Net cash contribution	0	6,050
Net cash flows provided by financing activities	(39)	548,529
Net change in cash and cash equivalents	(298,863)	485,769
Cash, beginning of period	490,252	20,558
Cash, end of period	191,389	506,327
Supplemental disclosure of non-cash investing activities:
Right of use assets obtained in exchange for lease obligations	714	1,124
Exchange of Class B ordinary shares	64	0
Impact of equity transactions and compensation on redeemable noncontrolling interest	3,207	3,084
Change in redemption value of noncontrolling interest	79	0
Equipment and facility expansion included in accounts payable and accrued expenses	$ 1,386	$ 380

Equity Based Compensation

9 Months Ended

Sep. 30, 2023

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. As of September 30, 2023, there were 35,809,951 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. In settlement of its obligations under this plan, the Company will issue new Class A ordinary shares.

The Company has issued incentive and non-qualified stock option awards under the 2022 Plan to certain employees and non-employee directors of the Company. Given that the Company has established a full valuation allowance against its deferred tax assets, the Company has recognized no tax benefit related to these awards.

Time-Vested Awards

The Company uses the Black-Scholes option pricing model to calculate the fair value of time-vested stock options granted. These awards generally vest ratably over a three or four-year period and the option awards expire after a term of ten years from the date of grant. The fair value of stock options granted was estimated using the following assumptions during the nine months ended September 30, 2023:


		For the Nine Months Ended September 30, 2023
Expected volatility		81.3% - 84.0%
Expected life of options, in years		5.2 - 6.1
Risk-free interest rate		3.5% - 4.3%
Expected dividend yield		0.0%

The following table summarizes the activity related to the Company’s time-vested stock option awards granted under the 2022 Plan for the nine months ended September 30, 2023:


	Number of Shares			Weighted Average Exercise Price
Time-vested options outstanding at January 1, 2023		5,865,108		$	10.30
Granted		8,234,543			9.82
Forfeited		(383,110	)		9.32
Time-vested options outstanding at September 30, 2023		13,716,541		$	10.04
Time-vested options exercisable at September 30, 2023		1,919,253		$	9.79
Weighted average remaining contractual life	8.9 years
Time-vested options vested and expected to vest at September 30, 2023		13,716,541		$	10.04
Weighted average remaining contractual life	8.9 years

For the three and nine months ended September 30, 2023, the Company recognized $6,608,000 and $15,276,000 of compensation expense related to time-vested awards under the 2022 Plan, respectively. These amounts are exclusive of the expense related to the modification of awards as discussed below. As of September 30, 2023, the Company had total unrecognized stock-based compensation expense of approximately $77,305,000 related to the time-vested grants under the 2022 Plan, which is expected to be recognized on a straight-line basis over a weighted average period of 3.2 years. The weighted average grant date fair value for the option grants during the three and nine months ended September 30, 2023 was $8.61 and $7.11, respectively.

The aggregate intrinsic value of the in-the-money time-vested awards outstanding as well as those exercisable as of September 30, 2023 was $0.

Market-Vested Awards

The Company also has outstanding 3,639,607 market-vested options with an exercise price of $10.33 as of September 30, 2023. These awards contain both time and market based vesting conditions. The market 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 market 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. Due to the market condition included in this grant, the Company used the Geometric Brownian Motion/Monte Carlo model to value these awards.

For the three and nine months ended September 30, 2023, the Company recognized $2,825,000 and $8,383,000 of compensation expense related to market-vested awards under the 2022 Plan, respectively. As of September 30, 2023, the Company had total unrecognized stock-based compensation expense of approximately $17,604,000 related to the market-vested awards outstanding under the 2022 Plan. There were no market-vested awards granted during the three and nine months ended September 30, 2023 and 2022.

The aggregate intrinsic value of the in-the-money market based awards outstanding as of September 30, 2023 was $0. There were no market based awards vested at September 30, 2023.

Legacy Profits Interests

The Deed for the Establishment of a Limited Partnership of PKLP, 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 awarded 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 (as defined in the Limited Partnership Agreement).

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 Profits Interest awards for the nine months ended September 30, 2023:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested awards outstanding at January 1, 2023		8,369,795		$	7.08
Vested		(2,266,101	)		6.47
Forfeited		(459,098	)		7.71
Awards outstanding at September 30, 2023		5,644,596		$	7.27

As of September 30, 2023, the unrecognized compensation expense related to these awards was $31,603,000. The current weighted average remaining period over which the unrecognized compensation expense is expected to be recognized is 2.2 years. The weighted average grant date fair value of the Profits Interests awarded during the nine months ended September 30, 2022, was $7.43 per Class B-1 unit of PKLP (as defined in the Limited Partnership Agreement), as adjusted for the effects of the recapitalization. There were no Profits Interests awarded during the three and nine months ended September 30, 2023 or the three months ended September 30, 2022.

Modification to Equity Based Compensation 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 six months ended June 30, 2022.

During the nine months ended September 30, 2023, the Company also modified the vesting terms of outstanding time-based stock options issued to certain personnel upon their separation. This amendment constituted a modification of the awards under the provisions of ASC Topic 718 and resulted in the recognition of an additional $3,011,000 of compensation expense during the nine months ended September 30, 2023.

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

Certain of the Company’s employees, board members and service providers purchased 6,648,353 of Class B-1 Units in PKLP, as adjusted for the recapitalization, for total cash proceeds of $6,050,000 during the nine months ended September 30, 2022, respectively. 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 and nine months ended September 30, 2023 or the three months ended September 30, 2022.

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 awarded during the six months ended June 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 for the awards granted during the nine months ended September 30, 2022:


	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

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,
	2023		2022		2023		2022
Research and development	$	4,881	$	1,682	$	13,324	$	20,385
General and administrative		8,112		3,162		23,891		45,144
Total equity-based compensation expense	$	12,993	$	4,844	$	37,215	$	65,529

Leases (Additional Information) (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases (Additional Information) (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating Lease Expense	$ 276,000	$ 150,000	$ 736,000	$ 379,000
Cash paid for operating leases			$ 57,800
Finance Lease, Weighted Average Remaining Lease Term	4 years 8 months 12 days		4 years 8 months 12 days
Operating Lease, Weighted Average Remaining Lease Term	3 years 8 months 12 days		3 years 8 months 12 days
Operating lease, weighted average discount rate	9.50%		9.50%
Finance lease, weighted average discount rate	6.60%		6.60%

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 4: 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.

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 6, 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, 2023.

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, 2023 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, 2023.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Shareholders' Deficit / Members' Equity - Unaudited - USD ($) $ in Thousands	Total	Redeemable Noncontrolling Interest [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]	Common Class A [Member]	Common Class A [Member] Common Stock [Member]	Common Class B [Member]	Common Class B [Member] Common Stock [Member]	Class A Ordinary Shares [Member] Common Stock [Member]	Class B Ordinary Shares [Member] Common Stock [Member]	Class B Ordinary Shares [Member] Common Stock [Member] Restricted Stock Rights [Member]
Beginning balance at Dec. 31, 2021	$ 26,917	$ 0			$ (161,510)		$ 186,500		$ 1,927	$ 0	$ 0
Beginning balance, shares at Dec. 31, 2021							186,500,000			0	0
Capital contribution	6,050								6,050
Equity-based compensation / payments prior to Business Combination	63,667								63,667
Net loss prior to the Business Combination	(93,632)				(93,632)
Effect of the Business Combination, including net proceeds of shares sold through the PIPE transaction	(1,092,694)	1,635,829			(834,574)		$ (186,500)		(71,644)	$ 6	$ 18
Effect of the Business Combination, including net proceeds of shares sold through the PIPE transaction, shares							(18,650,000)			61,540,231	170,723,961
Equity based compensation after the Business Combination1	1,456	2,908	$ 1,456
Vesting of Class B restricted stock rights, shares												486,099
Exchange of Class B ordinary shares for Class A ordinary shares	0
Net loss after the Business Combination	(7,913)	(22,017)			(7,913)
Net loss attributable to noncontrolling interest	(22,017)
Net Loss						$ (101,545)
Impact of equity transactions on redeemable noncontrolling interest	(176)	(176)			(176)
Change in redemption value of noncontrolling interest	0
Net loss including noncontrolling interest	(123,562)
Ending balance at Sep. 30, 2022	(1,096,325)	1,616,896	1,456		(1,097,805)		$ 0		0	$ 6	$ 18
Ending balance, shares at Sep. 30, 2022							0	171,210,060		61,540,231	171,210,060
Beginning balance at Jun. 30, 2022	6,537	0	0		(251,127)		$ 186,500		71,164	$ 0	$ 0
Beginning balance, shares at Jun. 30, 2022							186,500,000			0	0
Equity-based compensation / payments prior to Business Combination	480								480
Net loss prior to the Business Combination	(4,015)				(4,015)
Effect of the Business Combination, including net proceeds of shares sold through the PIPE transaction	(1,092,694)	1,635,829			(834,574)		$ (186,500)		(71,644)	$ 6	$ 18
Effect of the Business Combination, including net proceeds of shares sold through the PIPE transaction, shares							(186,500,000)			61,540,231	170,723,961
Equity based compensation after the Business Combination1	1,456	2,908	1,456
Vesting of Class B restricted stock rights, shares												486,099
Net loss after the Business Combination	(7,913)	(22,017)			(7,913)
Net loss attributable to noncontrolling interest	(22,017)
Net Loss						(11,928)
Impact of equity transactions on redeemable noncontrolling interest	(176)	(176)			(176)
Net loss including noncontrolling interest	(33,945)
Ending balance at Sep. 30, 2022	(1,096,325)	1,616,896	1,456		(1,097,805)		$ 0		$ 0	$ 6	$ 18
Ending balance, shares at Sep. 30, 2022							0	171,210,060		61,540,231	171,210,060
Beginning balance at Dec. 31, 2022	(1,096,616)	1,601,555	7,476	$ 0	(1,104,116)					$ 6	$ 18
Beginning balance, shares at Dec. 31, 2022										61,540,231	171,578,320
Equity-based compensation	29,368	7,848	29,368
Issuance of Class A ordinary shares, shares										50,000
Vesting of Class B restricted stock rights, shares												2,266,079
Exchange of Class B ordinary shares for Class A ordinary shares	64	(64)	64
Exchange of Class B ordinary shares for Class A ordinary shares, shares										5,069	(5,069)
Net loss attributable to noncontrolling interest	(83,956)	(83,956)
Net Loss	(29,767)				(29,767)	(29,767)
Impact of equity transactions on redeemable noncontrolling interest	(4,457)	4,457	(4,457)
Change in redemption value of noncontrolling interest	(79)	79			(79)
Unrealized loss on marketable securities	(64)	(180)		(64)
Net loss including noncontrolling interest	(113,723)
Ending balance at Sep. 30, 2023	(1,092,637)	1,520,825	41,365	(64)	(1,133,962)					$ 6	$ 18
Ending balance, shares at Sep. 30, 2023								173,839,330		61,595,300	173,839,330
Beginning balance at Jun. 30, 2023	(1,322,254)	1,779,198	30,957	(127)	(1,353,108)					$ 6	$ 18
Beginning balance, shares at Jun. 30, 2023										61,590,231	173,663,427
Equity-based compensation	10,365	2,629	10,365
Vesting of Class B restricted stock rights, shares												180,972
Exchange of Class B ordinary shares for Class A ordinary shares	64	(64)	64
Exchange of Class B ordinary shares for Class A ordinary shares, shares										5,069	(5,069)
Net loss attributable to noncontrolling interest	(31,007)	(31,007)
Net Loss	(10,984)				(10,984)	$ (10,984)
Impact of equity transactions on redeemable noncontrolling interest	(21)	(21)	(21)
Change in redemption value of noncontrolling interest	230,130	(230,130)			230,130
Unrealized loss on marketable securities	63	178		63
Net loss including noncontrolling interest	(41,991)
Ending balance at Sep. 30, 2023	$ (1,092,637)	$ 1,520,825	$ 41,365	$ (64)	$ (1,133,962)					$ 6	$ 18
Ending balance, shares at Sep. 30, 2023								173,839,330		61,595,300	173,839,330

Investments (Tables)

9 Months Ended

Sep. 30, 2023

Investments [Abstract]

Schedule of Cash, Cash Equivalents and Marketable Securities

The following tables summarize our cash equivalents and marketable securities measured at fair value on a recurring basis as of September 30, 2023 (in thousands):


	Fair Value Hierarchy	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Money market funds	Level 2	$	1,037	$	–	$	–		$	1,037	$	1,037	$	–
Time deposits	Level 2		30,506		9		(17	)		30,498		–		30,498
Commercial paper	Level 2		132,166		35		(224	)		131,977		–		131,977
Government bonds	Level 2		12,500		–		(24	)		12,476		–		12,476
Corporate debt securities	Level 2		30,017		4		(27	)		29,994		–		29,994
Total		$	206,226	$	48	$	(292	)	$	205,982	$	1,037	$	204,945

Summary of Scheduled Maturity for Marketable Securities

The following table shows the fair value of the Company’s cash equivalents and marketable securities, by contractual maturity, as of September 30, 2023 (in thousands):


	September 30, 2023
Due in 1 year or less	$	205,982
Due in 1 year through 5 years		–
Total	$	205,982

Schedule of Investments Fair Values and Gross Unrealized Losses


	Less than 12 months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Time deposits	$	12,990	$	(17	)	$	–	$	–	$	12,990	$	(17	)
Commercial paper		91,160		(224	)		–		–		91,160		(224	)
Government bonds		12,476		(24	)		–		–		12,476		(24	)
Corporate debt securities		14,989		(27	)		–		–		14,989		(27	)
Total	$	131,615	$	(292	)	$	–	$	–	$	131,615	$	(292	)

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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Statement of Cash Flows [Abstract]
Proceeds from Business Combination, including PIPE financing, net of associated costs of $37,856	$ 37,856	$ 37,856

Investments - Schedule of Maturity for Marketable Securities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Investments [Abstract]
Due in 1 year or less	$ 205,982
Due in 1 year through 5 years	0
Total	$ 205,982

Redeemable Noncontrolling Interest - Summary of company non controlling interest (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss available to Class A ordinary shareholders	$ (41,991)	$ (33,945)	$ (29,930)	$ (113,723)	$ (123,562)
(Increase)/Decrease In ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP	21		176	(4,457)
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	(8,398)		(4,829)	(26,440)
Subsidiaries [Member] \| Noncontrolling Interest [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
(Increase)/Decrease In ProKidney Corp. Accumulated Deficit For Impact Of Subsidiary Equity-Based Compensation	2,629		2,908	7,848
Common Class A [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for exchange of Common Units in ProKidney LP for Class A ordinary shares	(64)		0	(64)
Common 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	$ (10,984)		$ (7,913)	$ (29,767)

- 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
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-11

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480767/946-205-45-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-19

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 33: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J

Reference 34: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Net Loss per Share

9 Months Ended

Sep. 30, 2023

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.


	Three Months Ended September 30,			Nine Months Ended September 30,			Period from July 11, 2022 through September 30,
	2023			2023			2022
Numerator
Net loss	$	(41,991	)	$	(113,723	)	$	(29,930	)
Less: Net loss attributable to noncontrolling interests		(31,007	)		(83,956	)		(22,017	)
Net loss available to Class A ordinary shareholders of ProKidney Corp., basic and diluted	$	(10,984	)	$	(29,767	)	$	(7,913	)

Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, basic and diluted		61,592,876			61,565,298			61,540,231

Net loss per Class A Unit
Net loss per Class A ordinary share of ProKidney Corp., basic and diluted	$	(0.18	)	$	(0.48	)	$	(0.13	)

Outstanding anti-dilutive securities not included in the diluted net loss per share calculation include the following:


	As of September 30,		Period from July 11, 2022 through September 30,
	2023		2022
Antidilutive securities
ProKidney Corp. Class B ordinary shares		173,839,330		171,210,060
Unvested Restricted Stock Rights		5,644,596		8,766,071
Earnout Rights		17,500,000		17,500,000
Legacy SCS Restricted Share Units		–		50,000
Stock options granted under the 2022 Equity Incentive Plan		17,356,148		129,370

Equity Based Compensation - Schedule of Profits Interest awards (Details) - Profits Interest awards [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested awards outstanding at January 1, 2023 \| shares	8,369,795
Number of Shares, Vested \| shares	(2,266,101)
Number of Shares, Forfeited \| shares	(459,098)
Number of Shares, awards outstanding at September 30, 2023 \| shares	5,644,596
Weighted Average Grant Date Fair Value, Unvested awards outstanding at January 1, 2023 \| $ / shares	$ 7.08
Weighted Average Grant Date Fair Value, Vested \| $ / shares	6.47
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	7.71
Weighted Average Grant Date Fair Value,awards outstanding at September 30, 2023 \| $ / shares	$ 7.27

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Significant Accounting Policies - Summary of Accrued expense (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Compensation	$ 3,952	$ 3,355
Clinical study related costs	2,353	1,636
Facility Expansion Costs	1,860	0
Accrued legal costs	1,089	436
Manufacturing improvement costs	4,280	678
Accrued consulting and professional fees	1,006	1,210
Other accrued expenses	924	21
Total accrued expenses and other	$ 15,464	$ 7,336

Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss including noncontrolling interest	$ (41,991)	$ (33,945)	$ (113,723)	$ (123,562)
Other comprehensive (loss) income:
Unrealized gain (loss) on marketable securities	241	0	(244)	0
Other comprehensive loss	241	0	(244)	0
Total comprehensive loss including noncontrolling interest	(41,750)	(33,945)	(113,967)	(123,562)
Less: Total comprehensive loss attributable to noncontrolling interest	(30,829)	(22,017)	(84,136)	(22,017)
Total comprehensive loss attributable to Class A ordinary shareholders	$ (10,921)	$ (11,928)	$ (29,831)	$ (101,545)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481674/830-30-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-17

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-4

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-20

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482739/220-10-55-15

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

+ Details

- Definition

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

+ References

+ Details

Equity Based Compensation (Additional Information) (Details) - USD ($)	3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Unrecognized compensation expense remaining period					2 years 2 months 12 days
Additional compensation expense					$ 3,011,000
Profits interests granted					0
Share-Based Payment Arrangement, Expense	$ 12,993,000	$ 4,844,000			37,215,000	$ 65,529,000
Employee Benefits and Share-Based Compensation	10,365,000				$ 29,368,000
Share-Based Payment Arrangement, Tranche One [Member]
Weighted Average Vesting Price							$ 15
Share-Based Payment Arrangement, Tranche Two [Member]
Weighted Average Vesting Price							20
Share-Based Payment Arrangement, Tranche Three [Member]
Weighted Average Vesting Price							$ 25
Limited Partnership Agreement
Profits Interest vesting description					Profits Interests awarded 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
Profits Interest awards [Member]
Profits Interests Issued To Service Provider						$ 7.43
Unrecognized compensation expense	31,603,000				$ 31,603,000
Time Vested Awards [Member]
Unrecognized stock-based compensation expense	77,305,000				77,305,000
Employee Benefits and Share-Based Compensation	$ 6,608,000				$ 15,276,000
Weighted Average Period	3 years 2 months 12 days				3 years 2 months 12 days
weighted average grant date fair value	$ 8.61				$ 7.11
Aggregate intrinsic value	$ 0				$ 0
Market-Vested Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares					0
Unrecognized stock-based compensation expense	17,604,000				$ 17,604,000
Employee Benefits and Share-Based Compensation	$ 2,825,000				$ 8,383,000
weighted average grant date fair value	$ 0	$ 0			$ 0	$ 0
Aggregate intrinsic value	$ 0				$ 0
Market-Vested Awards [Member] \| Chief Executive Officer [Member]
Number of shares, Granted					3,639,607
Market-Vested Awards [Member] \| Stock Option Awards Under Twenty Twenty Two Plan
Weighted Average Exercise Price, Granted					$ 10.33
Class A [Member]
Ordinary shares reserved for issuance	35,809,951				35,809,951
Common Class B [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
Common Class B [Member] \| Limited Partnership Agreement
Stock issued during period new shares issued						6,648,353
Common Class B [Member] \| R&D service provider [Member]
Issuance of Class B ordinary shares to Sponsor (in shares)						2,253,033

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 191,389	$ 490,252
Marketable securities	204,945	0
Interest receivable	714	0
Prepaid assets	4,169	2,624
Prepaid clinical	5,203	10,459
Other current assets	3	1,384
Total current assets	406,423	504,719
Fixed assets, net	42,614	10,708
Right of use assets, net	2,717	2,356
Intangible assets, net	52	213
Total assets	451,806	517,996
Current liabilities
Accounts payable	4,476	3,044
Lease liabilities	676	493
Accrued expenses and other	15,464	7,336
Income taxes payable	371	0
Total current liabilities	20,987	10,873
Income tax payable, net of current portion	522	278
Lease liabilities, net of current portion	2,109	1,906
Total liabilities	23,618	13,057
Commitments and contingencies
Redeemable noncontrolling interest	1,520,825	1,601,555
Shareholders' deficit / members' equity:
Additional paid-in capital	41,365	7,476
Accumulated other comprehensive loss	(64)	0
Accumulated deficit	(1,133,962)	(1,104,116)
Total shareholders' deficit / members equity	(1,092,637)	(1,096,616)
Total liabilities and shareholders' deficit/members' equity	451,806	517,996
Common Class A [Member]
Shareholders' deficit / members' equity:
Common stock value	6	6
Common Class B [Member]
Shareholders' deficit / members' equity:
Common stock value	$ 18	$ 18

Leases - Schedule of Maturities of Lease Liabilities for the Company's Operating and Finance Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 207
2024	839
2025	849
2026	772
2027	438
Thereafter	29
Total lease payments	3,134
Less: imputed interest	(518)
Present value of lease liabilities	2,616	$ 2,316
2023	16
2024	62
2025	32
2026	22
2027	22
Thereafter	40
Total lease payments	194
Less: imputed interest	(25)
Present value of lease liabilities	169	$ 83
2023	223
2024	901
2025	881
2026	794
2027	460
Thereafter	69
Total lease payments	3,328
Less: imputed interest	(543)
Present value of lease liabilities	$ 2,785

Equity Based Compensation - Compensation expense related to share-based awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 12,993	$ 4,844	$ 37,215	$ 65,529
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	4,881	1,682	13,324	20,385
General and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 8,112	$ 3,162	$ 23,891	$ 45,144

Description of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

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 became a subsidiary of SCS and was 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 preserve kidney 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, 2023, various holders own non-voting interests in PKLP, representing a 73.8% economic interest in PKLP, effectively restricting ProKidney’s interest to 26.2% 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 6). 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.

Subsequent Events (Additional Information) (Details) - shares	1 Months Ended
	Oct. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Common Class A [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued		61,595,300	61,540,231
Ordinary shares reserved for issuance		35,809,951
Common Class B [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued		173,839,330	171,578,320
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Number of shares issued for exchange on units	5,541,414
Subsequent Event [Member] \| Common Class B [Member]
Subsequent Event [Line Items]
Number of shares issued for exchange on units	5,541,414

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

Note 5: Leases

The Company has operating leases for real estate (primarily its operating facilities) and certain equipment with various expiration dates. The Company also has one finance lease for certain equipment. Rent expense was $276,000 and $150,000, for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, the Company’s rent expense was $736,000 and $379,000, respectively. Cash paid for operating leases during the nine months ended September 30, 2023, was $578,000.

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, 2023 and December 31, 2022 (in thousands):


	September 30, 2023		December 31, 2022
Operating leases:
Right of use assets	$	2,558	$	2,285

Operating lease liabilities, current	$	625	$	458
Operating lease liabilities, noncurrent		1,991		1,858
Total operating lease liabilities	$	2,616	$	2,316

Finance leases:
Right of use assets	$	159	$	71

Finance lease liabilities, current	$	51	$	35
Finance lease liabilities, noncurrent		118		48
Total finance lease liabilities	$	169	$	83

Maturities of lease liabilities for the Company’s operating and finance leases are as follows as of September 30, 2023 (in thousands):


	Operating Leases			Finance Leases			Total
2023	$	207		$	16		$	223
2024		839			62			901
2025		849			32			881
2026		772			22			794
2027		438			22			460
Thereafter		29			40			69
Total lease payments		3,134			194			3,328
Less: imputed interest		(518	)		(25	)		(543	)
Present value of lease liabilities	$	2,616		$	169		$	2,785

The weighted average remaining lease term for operating leases is 3.7 years, and 4.7 years for finance leases. The weighted average discount rate for operating leases is 9.5% and 6.6% for finance leases.

Significant Accounting Policies - Summarizes intangible asset (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Gross carrying amount	$ 1,073	$ 1,073
Accumulated amortization	1,021	860
Finite-Lived Intangible Assets, Net, Total	$ 52	$ 213

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

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Numerator

Net loss

$ (41,991)

$ (33,945)

$ (29,930)

$ (113,723)

$ (123,562)

Less: Net loss attributable to noncontrolling interest

$ (31,007)

$ (22,017)

$ (83,956)

Antidilutive securities

Earnout shares

17,500,000

Stock options granted under the 2022 Equity Incentive Plan

17,356,148

129,370

17,356,148

129,370

Restricted Stock Rights [Member]

Antidilutive securities

Restricted Stock Share units

8,766,071

5,644,596

Legacy SCS [Member]

Antidilutive securities

Restricted Stock Share units

50,000

Common Class A [Member]

Numerator

Net loss Available To Class A ordinary Shareholders of ProKidney Corp., Basic

$ (10,984)

$ (7,913)

$ (29,767)

Net loss Available To Class A ordinary Shareholders of ProKidney Corp., Diluted

$ (10,984)

$ (7,913)

$ (29,767)

Denominator

Weighted Average Shares Outstanding, Basic

61,592,876

^[1]

61,540,231

^[1]

61,540,231

61,565,298

^[1]

61,540,231

^[1]

Weighted Average Shares Outstanding, Diluted

61,592,876

^[1]

61,540,231

^[1]

61,540,231

61,565,298

^[1]

61,540,231

^[1]

Net loss per share attributable to Class A ordinary shares, Basic

$ (0.18)

^[1]

$ (0.13)

^[1]

$ (0.13)

$ (0.48)

^[1]

$ (0.13)

^[1]

Net loss per share attributable to Class A ordinary shares, Diluted

$ (0.18)

^[1]

$ (0.13)

^[1]

$ (0.13)

$ (0.48)

^[1]

$ (0.13)

^[1]

Common Class B [Member]

Antidilutive securities

ProKidney Corp. Ordinary Shares

173,839,330

171,210,060

173,839,330

171,210,060

[1]

(1) The Company analyzed the calculation of net loss per share for periods prior to the Business Combination, as defined in Note 1, 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, represents only the period after the Business Combination to September 30, 2022. For more information refer to Note 8.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 10: Subsequent Events

On October 30, 2023, the Company issued 5,541,414 Class A ordinary shares in exchange for 5,541,414 Class B ordinary shares and an equal number of Post-Combination ProKidney Common Units.

On November 10, 2023, the Company’s board of directors terminated, without cause, Tim Bertram, Ph.D., Chief Executive Officer of the Company, effective November 15, 2023 (the “Effective Date”), following which Dr. Bertram is expected to continue to serve as a consultant of the Company. On the Effective Date, and pursuant to the terms of Dr. Bertram’s employment agreement, Dr. Bertram will also resign from the Board of Directors of the Company. The Company expects to enter into a separation and consulting agreement with Dr. Bertram.

In addition, on November 10, 2023, the Company’s board of directors appointed Bruce Culleton, MD, as Chief Executive Officer and director of the Company, as of the Effective Date. The Company expects to enter into a new Employment Agreement with Dr. Culleton, to serve as the Chief Executive Officer of the Company that will become effective and replace Dr. Culleton’s previous employment agreement as of the Effective Date.

Income Taxes (Additional Information) (Details)	9 Months Ended
Income Taxes (Additional Information) (Details)	Sep. 30, 2023 USD ($)
Income Tax Disclosure [Abstract]
Cash Saving Percentage	85.00%
Effective Income Tax Rate	21.00%
Unrecognized tax benefits	$ 0
Uncertain tax positions	$ 0

Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) Segment	Sep. 30, 2022 USD ($)
Accounting Policies [Abstract]
Amortization expense	$ 54,000	$ 161,000	$ 54,000	$ 161,000
Depreciation expense	807,000	$ 627,000	$ 2,084,000	$ 1,825,000
Number of Reportable Segments \| Segment			1
Finite Lived Intangible Asset Reminder Of Fical Year	47,000		$ 47,000
Finite lived intangible asset one year	$ 5,000		$ 5,000

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, 2023	Dec. 31, 2022
Operating leases:
Right of use assets	$ 2,558	$ 2,285
Operating lease liabilities, current	625	458
Operating lease liabilities, noncurrent	1,991	1,858
Total operating lease liabilities	2,616	2,316
Finance leases:
Right of use assets	159	71
Finance lease liabilities, current	51	35
Finance lease liabilities, noncurrent	118	48
Total finance lease liabilities	$ 169	$ 83

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	61,595,300	61,540,231
Common stock shares outstanding	61,595,300	61,540,231
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	173,839,330	171,578,320
Common stock shares outstanding	173,839,330	171,578,320

Equity Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of stock option awards granted, Activity

The following table summarizes the activity related to the Company’s time-vested stock option awards granted under the 2022 Plan for the nine months ended September 30, 2023:


	Number of Shares			Weighted Average Exercise Price
Time-vested options outstanding at January 1, 2023		5,865,108		$	10.30
Granted		8,234,543			9.82
Forfeited		(383,110	)		9.32
Time-vested options outstanding at September 30, 2023		13,716,541		$	10.04
Time-vested options exercisable at September 30, 2023		1,919,253		$	9.79
Weighted average remaining contractual life	8.9 years
Time-vested options vested and expected to vest at September 30, 2023		13,716,541		$	10.04
Weighted average remaining contractual life	8.9 years

Summary of Profits Interest awards, Activity

nine months ended September 30, 2023:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested awards outstanding at January 1, 2023		8,369,795		$	7.08
Vested		(2,266,101	)		6.47
Forfeited		(459,098	)		7.71
Awards outstanding at September 30, 2023		5,644,596		$	7.27

Summary of assumptions of the valuation in stock option activity

The fair value of stock options granted was estimated using the following assumptions during the nine months ended September 30, 2023:


		For the Nine Months Ended September 30, 2023
Expected volatility		81.3% - 84.0%
Expected life of options, in years		5.2 - 6.1
Risk-free interest rate		3.5% - 4.3%
Expected dividend yield		0.0%

Summary of assumptions of the valuation scenarios

The following reflects the key assumptions used in each of the valuation scenarios for the awards granted during the nine months ended September 30, 2022:


	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,
	2023		2022		2023		2022
Research and development	$	4,881	$	1,682	$	13,324	$	20,385
General and administrative		8,112		3,162		23,891		45,144
Total equity-based compensation expense	$	12,993	$	4,844	$	37,215	$	65,529

Investments - Schedule of Marketable Securities Measured At Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Cash Equivalents	$ 191,389	$ 490,252
Marketable Securities	204,945	$ 0
Fair Value Measurements Recurring [Member]
Amortized Cost	206,226
Unrealized Gains	48
Unrealized Losses	(292)
Fair Value	205,982
Cash Equivalents	1,037
Marketable Securities	204,945
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Money Market Funds [Member]
Amortized Cost	1,037
Unrealized Gains	0
Unrealized Losses	0
Fair Value	1,037
Cash Equivalents	1,037
Marketable Securities	0
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Time Deposit [Member]
Amortized Cost	30,506
Unrealized Gains	9
Unrealized Losses	(17)
Fair Value	30,498
Cash Equivalents	0
Marketable Securities	30,498
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Commercial Paper [Member]
Amortized Cost	132,166
Unrealized Gains	35
Unrealized Losses	(224)
Fair Value	131,977
Cash Equivalents	0
Marketable Securities	131,977
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Government Bonds [Member]
Amortized Cost	12,500
Unrealized Gains	0
Unrealized Losses	(24)
Fair Value	12,476
Cash Equivalents	0
Marketable Securities	12,476
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Corporate Debt Securities [Member]
Amortized Cost	30,017
Unrealized Gains	4
Unrealized Losses	(27)
Fair Value	29,994
Cash Equivalents	0
Marketable Securities	$ 29,994

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2023

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 (in thousands):


	For the Three Months Ended September 30, 2023			For the Nine Months Ended September 30, 2023			For the Period from July 11, 2022 through September 30, 2022
Net loss available to Class A ordinary shareholders	$	(10,984	)	$	(29,767	)	$	(7,913	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation		2,629			7,848			2,908
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for exchange of Common Units in ProKidney LP for Class A ordinary shares		(64	)		(64	)		–
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP		21			(4,457	)		176
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	$	(8,398	)	$	(26,440	)	$	(4,829	)

Equity Based Compensation - Summary of assumptions of the valuation in stock option activity (Details)	9 Months Ended
	Sep. 30, 2023
Summary of assumptions of the valuation scenarios [Line Items]
Expected volatility, Minimum	81.30%
Expected volatility, Maximum	84.00%
Risk-free interest rate, Minimum	3.50%
Risk-free interest rate, Maximum	4.30%
Expected dividend yield	0.00%
Maximum [Member]
Summary of assumptions of the valuation scenarios [Line Items]
Expected life of options, in years	6 years 1 month 6 days
Minimum [Member]
Summary of assumptions of the valuation scenarios [Line Items]
Expected life of options, in years	5 years 2 months 12 days

Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Description of Organization and Business Operations [Line Items]
Incorporation date of entity	Feb. 25, 2021
Repayments of related party debt	$ 0	$ 35,000,000
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	73.80%
Percentage of non-voting economic interest by parent	26.20%
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
Common Class A [Member]
Description of Organization and Business Operations [Line Items]
Proceeds from private placement issue	$ 574,800,000

Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

Note 7: Redeemable Noncontrolling Interest

The Company is subject to the Exchange Agreement with respect to the Post-Combination ProKidney Common Units representing the outstanding 73.8% 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, 2023, the redeemable noncontrolling interest was recorded based on its initial fair value plus accumulated losses associated with the noncontrolling interest which was higher than the redemption value as of the balance sheet date.

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 (in thousands):


	For the Three Months Ended September 30, 2023			For the Nine Months Ended September 30, 2023			For the Period from July 11, 2022 through September 30, 2022
Net loss available to Class A ordinary shareholders	$	(10,984	)	$	(29,767	)	$	(7,913	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation		2,629			7,848			2,908
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for exchange of Common Units in ProKidney LP for Class A ordinary shares		(64	)		(64	)		–
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP		21			(4,457	)		176
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	$	(8,398	)	$	(26,440	)	$	(4,829	)

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule Of Estimated Useful Lives

The estimated useful lives are as follows:


Buildings	25-30 years
Computer equipment and software	3-5 years
Furniture and equipment	5-7 years
Leasehold improvements	remainder of lease term

Schedule of Fixed Assets

Fixed assets consisted of the following (in thousands):


	September 30, 2023			December 31, 2022
Land	$	3,067		$	–
Buildings		22,490			–
Leasehold improvements		10,867			10,537
Furniture and equipment		3,624			2,376
Computer equipment and software		848			889
Construction in progress		8,487			1,614
Less: accumulated depreciation		(6,769	)		(4,708	)
Total fixed assets, net	$	42,614		$	10,708

Condensed Consolidated Balance Sheets of Accrued expense

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Compensation	$	3,952	$	3,355
Clinical study related costs		2,353		1,636
Facility expansion costs		1,860		–
Accrued legal costs		1,089		436
Manufacturing improvement costs		4,280		678
Accrued consulting and professional fees		1,006		1,210
Other accrued expenses		924		21
Total accrued expenses and other	$	15,464	$	7,336

Schedule Of Intangible Asset

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


	September 30, 2023		December 31, 2022
Gross carrying amount	$	1,073	$	1,073
Accumulated amortization		1,021		860
Net carrying amount	$	52	$	213

Equity Based Compensation - Summary of stock option awards granted, activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Time-vested options outstanding at September 30, 2023 \| shares	17,356,148
Stock option awards granted [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Time-vested options outstanding at January 1, 2023 \| shares	5,865,108
Number of shares, Granted \| shares	8,234,543
Forfeited/ shares \| shares	(383,110)
Time-vested options outstanding at September 30, 2023 \| shares	13,716,541
Time-vested options exercisable at September 30, 2023 \| shares	1,919,253
Weighted average remaining contractual life	8 years 10 months 24 days
Time-vested options vested and expected to vest at September 30, 2023 \| $	$ 13,716,541
Weighted average remaining contractual life	8 years 10 months 24 days
Weighted Average Exercise Price, Time-vested Options Outstanding, Beginnig Balance \| $ / shares \| $ / shares	$ 10.3
Weighted Average Exercise Price, Granted \| $ / shares	9.82
Weighted Average Exercise Price, Forfeited \| $ / shares \| $ / shares	9.32
Weighted Average Exercise Price, Time-vested Options Outstanding, Ending Balance \| $ / shares \| $ / shares	10.04
Weighted Average Exercise Price Time-vested options exercisable at September 30, 2023 \| $ / shares	9.79
Weighted Average Exercise Price Time-vested options vested and expected to vest at September 30, 2023 \| $ / shares	$ 10.04

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

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, 2023, Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Shareholders’ Deficit / Members’ Equity for the three and nine months ended September 30, 2023 and 2022 and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 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, 2023, the results of operations for the three and nine months ended September 30, 2023 and 2022 and cash flows for the nine months ended September 30, 2023 and 2022. Certain prior year amounts have been reclassified to conform to the current year presentation. The December 31, 2022 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, 2022, contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2023, as amended on April 27, 2023.

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.

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 Equivalents and Marketable Securities

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.

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as short-term due to its availability for use in its current operations. The cost of securities sold is determined using the specific identification method.

The Company considers all available evidence to evaluate if a credit loss exists, and if so, recognizes an allowance for credit loss.

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, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Compensation	$	3,952	$	3,355
Clinical study related costs		2,353		1,636
Facility expansion costs		1,860		–
Accrued legal costs		1,089		436
Manufacturing improvement costs		4,280		678
Accrued consulting and professional fees		1,006		1,210
Other accrued expenses		924		21
Total accrued expenses and other	$	15,464	$	7,336

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:


Buildings	25-30 years
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, 2023			December 31, 2022
Land	$	3,067		$	–
Buildings		22,490			–
Leasehold improvements		10,867			10,537
Furniture and equipment		3,624			2,376
Computer equipment and software		848			889
Construction in progress		8,487			1,614
Less: accumulated depreciation		(6,769	)		(4,708	)
Total fixed assets, net	$	42,614		$	10,708

Depreciation expense for the three and nine months ended September 30, 2023 was $807,000 and $2,084,000, respectively. Depreciation expense for the three and nine months ended September 30, 2022 was $627,000 and $1,825,000, 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, 2023		December 31, 2022
Gross carrying amount	$	1,073	$	1,073
Accumulated amortization		1,021		860
Net carrying amount	$	52	$	213

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

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, 2023 and 2022.

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, 2023 and December 31, 2022.

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.

Investments (Additional Information) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022
Marketable Debt Securities [Member]
Allowance for credit losses for investments	$ 0	$ 0

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 14, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Registrant Name	ProKidney Corp
Entity Central Index Key	0001850270
Securities Act 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		67,136,714
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		168,297,916

Significant Accounting Policies - Summary of Fixed Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (6,769)	$ (4,708)
Total fixed assets, net	42,614	10,708
Land
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	3,067	0
Buildings
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	$ 22,490	0
Buildings \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	30 years
Buildings \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	25 years
Computer equipment and software
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	$ 848	889
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	$ 3,624	2,376
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]
Property Plant And Equipment Estimated Useful Lives	remainder of lease term
Fixed Assets Gross	$ 10,867	10,537
Construction in progress
Property, Plant and Equipment [Line Items]
Construction in progress	$ 8,487	$ 1,614

Related Party Transactions - Additional Information (Detail) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Jan. 31, 2023	Jan. 18, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Borrowings under related party notes payable					$ 0	$ 35,000,000
Shares Unlocked Percentage	50.00%
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]
Borrowings under related party notes payable						35,000,000
Quarterly Related Party Fee					$ 25,000
Costs And Expenses Related Party			$ 25,000	$ 75,000	25,000	75,000
ProKidney US and Nefro Health [Member]
Related Party Transaction [Line Items]
Quarterly Related Party Fee					25,000
Nefro consulting service			$ 25,000	75,000	$ 25,000	75,000
Commercial Paper [Member]
Related Party Transaction [Line Items]
Interest Expense Debt				$ 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] \| Vesting [Member] \| Tranche one [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger			$ 15		$ 15
Earnout Rights [Member] \| Vesting [Member] \| Tranche two [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger			20		20
Earnout Rights [Member] \| Vesting [Member] \| Tranche three [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger			$ 25		$ 25

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Unaudited Interim Financial Statements

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

Fixed Assets


Buildings	25-30 years
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, 2023			December 31, 2022
Land	$	3,067		$	–
Buildings		22,490			–
Leasehold improvements		10,867			10,537
Furniture and equipment		3,624			2,376
Computer equipment and software		848			889
Construction in progress		8,487			1,614
Less: accumulated depreciation		(6,769	)		(4,708	)
Total fixed assets, net	$	42,614		$	10,708

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, 2023		December 31, 2022
Gross carrying amount	$	1,073	$	1,073
Accumulated amortization		1,021		860
Net carrying amount	$	52	$	213

Segments

The Company operates in only one segment.

Contingent Liabilities

Leases

Research and Development Costs

Use of Estimates

Cash and Cash Equivalents

Cash Equivalents and Marketable Securities

The Company considers all available evidence to evaluate if a credit loss exists, and if so, recognizes an allowance for credit loss.

Accrued Expenses

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Compensation	$	3,952	$	3,355
Clinical study related costs		2,353		1,636
Facility expansion costs		1,860		–
Accrued legal costs		1,089		436
Manufacturing improvement costs		4,280		678
Accrued consulting and professional fees		1,006		1,210
Other accrued expenses		924		21
Total accrued expenses and other	$	15,464	$	7,336

Concentration of Credit Risk

Concentrations of Credit Risk

Income Taxes

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

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


	September 30, 2023		December 31, 2022
Operating leases:
Right of use assets	$	2,558	$	2,285

Operating lease liabilities, current	$	625	$	458
Operating lease liabilities, noncurrent		1,991		1,858
Total operating lease liabilities	$	2,616	$	2,316

Finance leases:
Right of use assets	$	159	$	71

Finance lease liabilities, current	$	51	$	35
Finance lease liabilities, noncurrent		118		48
Total finance lease liabilities	$	169	$	83

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, 2023 (in thousands):


	Operating Leases			Finance Leases			Total
2023	$	207		$	16		$	223
2024		839			62			901
2025		849			32			881
2026		772			22			794
2027		438			22			460
Thereafter		29			40			69
Total lease payments		3,134			194			3,328
Less: imputed interest		(518	)		(25	)		(543	)
Present value of lease liabilities	$	2,616		$	169		$	2,785

Redeemable Noncontrolling Interest (Additional Information) (Details)	Sep. 30, 2023
Exchange Agreement [Member] \| PKLP [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Non controlling interest percentge	73.80%