0000950170-24-125312 | 10-Q | XBRL Viewer

Related Party Transactions	9 Months Ended
Sep. 30, 2024
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) 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 began 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, rilparencel (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. 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 months ended September 30, 2024 and 2023, 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 months ended September 30, 2024 and 2023, 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, 2024

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) 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 began 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, rilparencel (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.

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 months ended September 30, 2024 and 2023, 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 months ended September 30, 2024 and 2023, 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
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-Paragraph 2
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Classification of Operating and Finance Lease Assets and Obligations

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, 2024 and December 31, 2023 (in thousands):


	September 30, 2024		December 31, 2023
Operating leases:
Right of use assets	$	5,939	$	4,116

Operating lease liabilities, current	$	1,032	$	751
Operating lease liabilities, noncurrent		5,290		3,506
Total operating lease liabilities	$	6,322	$	4,257

Finance leases:
Right of use assets	$	110	$	147

Finance lease liabilities, current	$	35	$	52
Finance lease liabilities, noncurrent		82		104
Total finance lease liabilities	$	117	$	156

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, 2024 (in thousands):


	Operating Leases			Finance Leases			Total
2024 (remaining three months)	$	496		$	26		$	522
2025		1,681			22			1,703
2026		1,841			22			1,863
2027		1,725			22			1,747
2028		1,361			22			1,383
Thereafter		1,279			22			1,301
Total lease payments		8,383			136			8,519
Less: imputed interest		(2,061	)		(19	)		(2,080	)
Present value of lease liabilities	$	6,322		$	117		$	6,439

Condensed Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Shareholders' Deficit - Unaudited - USD ($) $ in Thousands	Total	Redeemable Noncontrolling Interest [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Common Class A [Member]	Class A Ordinary Shares [Member] Common Stock [Member]	Class B Ordinary Shares [Member] Common Stock [Member]
Beginning balance at Dec. 31, 2022	$ (1,096,616)	$ 1,601,555	$ 7,476		$ (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							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
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)
Impact of equity transactions on redeemable noncontrolling interest	4,457	(4,457)	4,457
Unrealized income on marketable securities	(64)	(180)		$ (64)
Net loss and comprehensive loss attributable to noncontrolling interest	83,956	(83,956)
Net Income (Loss)	(29,767)				(29,767)	$ (29,767)
Change in redemption value of noncontrolling interest	(79)	79			(79)
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							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)
Impact of equity transactions on redeemable noncontrolling interest	(21)	21	(21)
Unrealized income on marketable securities	63	178		63
Net loss and comprehensive loss attributable to noncontrolling interest	31,007	(31,007)
Net Income (Loss)	(10,984)				(10,984)	(10,984)
Change in redemption value of noncontrolling interest	230,130	(230,130)			230,130
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							61,595,300	173,839,330
Beginning balance at Dec. 31, 2023	(1,103,396)	1,494,732	36,114	130	(1,139,663)		$ 6	$ 17
Beginning balance, shares at Dec. 31, 2023							59,880,347	168,297,916
Equity-based compensation	18,559	3,865	18,559
Issuance of Class A ordinary shares							62,087,817
Issuance of Class A ordinary shares, net of offering costs	144,325		144,319				$ 6
Vesting of Class B restricted stock rights, shares								1,395,202
Exchange of Class B ordinary shares for Class A ordinary shares	15,357
Exchange of Class B ordinary shares for Class A ordinary shares	15,356	(15,356)	15,356				$ 1	$ (1)
Exercise of stock options, Shares							668
Exchange of Class B ordinary shares for Class A ordinary shares, shares							5,951,442	(5,951,442)
Impact of equity transactions on redeemable noncontrolling interest	(14,839)	14,839	(14,839)
Unrealized income on marketable securities	191	44		191
Net loss and comprehensive loss attributable to noncontrolling interest	74,944	(74,944)
Net Income (Loss)	(39,908)				(39,908)	(39,908)
Change in redemption value of noncontrolling interest	0
Ending balance at Sep. 30, 2024	(979,712)	1,423,180	199,509	321	(1,179,571)		$ 13	$ 16
Ending balance, shares at Sep. 30, 2024							127,920,274	163,741,676
Beginning balance at Jun. 30, 2024	(972,371)	1,444,737	189,267	(6)	(1,161,661)		$ 13	$ 16
Beginning balance, shares at Jun. 30, 2024							125,856,877	163,817,953
Equity-based compensation	6,084	851	6,084
Issuance of Class A ordinary shares							1,868,891
Issuance of Class A ordinary shares, net of offering costs	4,470		4,470				$ 0
Vesting of Class B restricted stock rights, shares								117,842
Exchange of Class B ordinary shares for Class A ordinary shares	454	(454)	454
Exercise of stock options, Shares							387
Exchange of Class B ordinary shares for Class A ordinary shares, shares							194,119	(194,119)
Impact of equity transactions on redeemable noncontrolling interest	(766)	766	(766)
Unrealized income on marketable securities	327	423		327
Net loss and comprehensive loss attributable to noncontrolling interest	23,143	(23,143)
Net Income (Loss)	(17,910)				(17,910)	$ (17,910)
Ending balance at Sep. 30, 2024	$ (979,712)	$ 1,423,180	$ 199,509	$ 321	$ (1,179,571)		$ 13	$ 16
Ending balance, shares at Sep. 30, 2024							127,920,274	163,741,676

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

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, 2024			December 31, 2023
Land	$	3,067		$	3,067
Buildings		17,166			22,490
Leasehold improvements		18,924			10,950
Furniture and equipment		5,511			3,690
Computer equipment and software		862			847
Construction in progress		3,560			8,741
Less: accumulated depreciation		(10,571	)		(7,642	)
Total fixed assets, net	$	38,519		$	42,143

Condensed Consolidated Balance Sheets of Accrued expense

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Compensation	$	7,467	$	5,237
Severance		1,278		2,283
Clinical study related costs		4,271		1,658
Facility related costs		1,622		693
Accrued legal costs		633		1,015
Investment purchases payable		2,943		–
Manufacturing improvement costs		–		4,365
Accrued consulting and professional fees		425		878
Other accrued expenses		2,625		1,536
Total accrued expenses and other	$	21,264	$	17,665

Investments (Additional Information) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Marketable Debt Securities [Member]
Allowance for credit losses for investments	$ 0	$ 0	$ 0	$ 0

Net Loss per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss per Share

Note 9: 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 following table sets forth the computation of basic and diluted net loss per share for the three months ended September 30, 2024 and 2023 (in thousands, except share and per share amounts):


	Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator
Net loss	$	(41,053	)	$	(41,991	)	$	(114,852	)	$	(113,723	)
Less: Net loss attributable to noncontrolling interests		(23,143	)		(31,007	)		(74,944	)		(83,956	)
Net loss available to Class A ordinary shareholders of ProKidney Corp., basic and diluted	$	(17,910	)	$	(10,984	)	$	(39,908	)	$	(29,767	)

Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, basic and diluted		126,173,463			61,592,876			87,818,229			61,565,298

Net loss per Class A ordinary share
Net loss per Class A ordinary share of ProKidney Corp., basic and diluted	$	(0.14	)	$	(0.18	)	$	(0.45	)	$	(0.48	)

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


	As of September 30,
	2024		2023
Antidilutive securities
ProKidney Corp. Class B ordinary shares		163,741,676		173,839,330
Unvested Restricted Stock Rights		1,755,686		5,644,596
Earnout Rights		17,500,000		17,500,000
Stock options granted under the 2022 Equity Incentive Plan		22,076,832		17,356,148

Redeemable Noncontrolling Interest (Additional Information) (Details)	Sep. 30, 2024
Exchange Agreement [Member] \| PKLP [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Non controlling interest percentge	56.10%

Leases

9 Months Ended

Sep. 30, 2024

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 $479,000 and $276,000, for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, the Company’s rent expense was $1,413,000 and $736,000, respectively. Cash paid for operating leases during the nine months ended September 30, 2024, was $968,000.


	September 30, 2024		December 31, 2023
Operating leases:
Right of use assets	$	5,939	$	4,116

Operating lease liabilities, current	$	1,032	$	751
Operating lease liabilities, noncurrent		5,290		3,506
Total operating lease liabilities	$	6,322	$	4,257

Finance leases:
Right of use assets	$	110	$	147

Finance lease liabilities, current	$	35	$	52
Finance lease liabilities, noncurrent		82		104
Total finance lease liabilities	$	117	$	156

Maturities of lease liabilities for the Company’s operating and finance leases are as follows as of September 30, 2024 (in thousands):


	Operating Leases			Finance Leases			Total
2024 (remaining three months)	$	496		$	26		$	522
2025		1,681			22			1,703
2026		1,841			22			1,863
2027		1,725			22			1,747
2028		1,361			22			1,383
Thereafter		1,279			22			1,301
Total lease payments		8,383			136			8,519
Less: imputed interest		(2,061	)		(19	)		(2,080	)
Present value of lease liabilities	$	6,322		$	117		$	6,439

The weighted average remaining lease term for operating leases is 4.6 years, and 4.5 years for finance leases. The weighted average discount rate for operating leases is 10.9% and 6.1% for finance leases.

Significant Accounting Policies - Summary of Fixed Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (10,571)	$ (7,642)
Total fixed assets, net	38,519	42,143
Land
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	3,067	3,067
Buildings
Property, Plant and Equipment [Line Items]
Fixed Assets Gross	$ 17,166	22,490
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	$ 862	847
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	$ 5,511	3,690
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	$ 18,924	10,950
Construction in progress
Property, Plant and Equipment [Line Items]
Construction in progress	$ 3,560	$ 8,741

Description of Business and Basis of Presentation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2024
Description of Organization and Business Operations [Line Items]
Incorporation date of entity	Feb. 25, 2021
PKLP [Member]
Description of Organization and Business Operations [Line Items]
Percentage of non-voting economic interest	56.10%
Percentage of non-voting economic interest by parent	43.90%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Equity Based Compensation - Summary of Assumptions of the Valuation in Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility, minimum	82.90%	81.30%
Expected volatility, maximum	85.00%	84.00%
Risk-free interest rate, minimum	3.70%	3.50%
Risk-free interest rate, maximum	4.60%	4.30%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life of options, in years	5 years 4 months 24 days	5 years 2 months 12 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life of options, in years	6 years 1 month 6 days	6 years 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
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-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
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)(3)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Income Taxes (Additional Information) (Details)	9 Months Ended
Income Taxes (Additional Information) (Details)	Sep. 30, 2024 USD ($)
Income Tax Disclosure [Abstract]
Cash Saving Percentage	85.00%
Effective Income Tax Rate	21.00%
Unrecognized tax benefits	$ 0

Shareholders' Equity (Additional Information) (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Jun. 30, 2024	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Net proceeds from sale of stock	$ 136,618,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Number of Shares Sold	46,886,452
Sale of stock price per share	$ 2.42
Class A Ordinary Shares [Member] \| Sales Agreement with Jefferies LLC [Member]
Class of Stock [Line Items]
Number of Shares Sold			1,868,891	4,170,791
Aggregate Offering Price		$ 100,000,000
Net proceeds from sale of stock			$ 4,470,000	$ 7,707,000
Class A Ordinary Shares [Member] \| Underwritten Public Offering [Member]
Class of Stock [Line Items]
Number of Shares Sold	11,030,574
Sale of stock price per share	$ 2.42

Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Segment	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Asset Impairment Charges	$ 5,300,000	$ 0	$ 5,300,000	$ 0
Depreciation expense	$ 1,199,000	$ 807,000	$ 2,996,000	$ 2,084,000
Number of Reportable Segments \| Segment			1

Investments

9 Months Ended

Sep. 30, 2024

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, 2024 (in thousands):


	Fair Value Hierarchy	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Money market funds	Level 2	$	21,566	$	–	$	–		$	21,566	$	21,566	$	–
Time deposits	Level 2		7,176		27		–			7,203		–		7,203
Commercial paper	Level 2		37,185		100		–			37,285		–		37,285
Asset backed securities	Level 2		7,672		48		–			7,720		–		7,720
Government bonds	Level 2		78,434		124		–			78,558		31,000		47,558
Corporate debt securities	Level 2		199,052		458		(24	)		199,486		528		198,958
Total		$	351,085	$	757	$	(24	)	$	351,818	$	53,094	$	298,724

The following table shows the fair value of the Company’s cash equivalents and marketable securities, by contractual maturity, as of September 30, 2024 (in thousands):


	September 30, 2024
Due in 1 year or less	$	324,702
Due in 1 year through 5 years		27,116
Total	$	351,818

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, 2024 (in thousands):


	Less than 12 months					12 Months or Greater				Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Corporate debt securities	$	18,681	$	(24	)	$	–	$	–	$	18,681	$	(24	)
Total	$	18,681	$	(24	)	$	–	$	–	$	18,681	$	(24	)

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 three and nine months ended September 30, 2024 and 2023. As such, the Company has not recognized an allowance for credit losses related to our marketable debt securities during the three and nine months ended September 30, 2024 and 2023.

Investments - Schedule of Marketable Securities Measured At Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Cash Equivalents	$ 108,088	$ 60,649
Marketable Securities	298,724	$ 302,301
Fair Value Measurements Recurring [Member]
Amortized Cost	351,085
Unrealized Gains	757
Unrealized Losses	(24)
Fair Value	351,818
Cash Equivalents	53,094
Marketable Securities	298,724
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Money Market Funds [Member]
Amortized Cost	21,566
Unrealized Gains	0
Unrealized Losses	0
Fair Value	21,566
Cash Equivalents	21,566
Marketable Securities	0
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Time Deposit [Member]
Amortized Cost	7,176
Unrealized Gains	27
Unrealized Losses	0
Fair Value	7,203
Cash Equivalents	0
Marketable Securities	7,203
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Commercial Paper [Member]
Amortized Cost	37,185
Unrealized Gains	100
Unrealized Losses	0
Fair Value	37,285
Cash Equivalents	0
Marketable Securities	37,285
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Asset Backed Securities [Member]
Amortized Cost	7,672
Unrealized Gains	48
Unrealized Losses	0
Fair Value	7,720
Cash Equivalents	0
Marketable Securities	7,720
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Government Bonds [Member]
Amortized Cost	78,434
Unrealized Gains	124
Unrealized Losses	0
Fair Value	78,558
Cash Equivalents	31,000
Marketable Securities	47,558
Fair Value Measurements Recurring [Member] \| Fair Value Inputs Level 2 [Member] \| Corporate Debt Securities [Member]
Amortized Cost	199,052
Unrealized Gains	458
Unrealized Losses	(24)
Fair Value	199,486
Cash Equivalents	528
Marketable Securities	$ 198,958

Equity Based Compensation - Summary of Compensation Expense Related to Share-Based Awards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 6,934	$ 12,993	$ 22,424	$ 37,215
Time-Vested Stock Options [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	5,133	6,609	15,889	18,203
Performance-Based Awards [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	293	0	862	0
Market-Vested Stock Options [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	0	2,825	0	8,383
Legacy Profits Interests [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	1,508	3,559	5,673	10,629
Research and Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	2,937	4,881	9,571	13,324
General and Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total equity-based compensation expense	$ 3,997	$ 8,112	$ 12,853	$ 23,891

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2024

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,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Net loss available to Class A ordinary shareholders	$	(17,910	)	$	(10,984	)	$	(39,908	)	$	(29,767	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation		851			2,629			3,865			7,848
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for exchange of Common Units in ProKidney LP for Class A ordinary shares		(454	)		(64	)		(15,356	)		(64	)
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP		766			21			14,839			(4,457	)
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	$	(16,747	)	$	(8,398	)	$	(36,560	)	$	(26,440	)

Condensed Consolidated Balance Sheets (Parenthetical) - Unaudited - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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	127,920,274	59,880,347
Common stock shares outstanding	127,920,274	59,880,347
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	163,741,676	168,297,916
Common stock shares outstanding	163,741,676	168,297,916

Condensed Consolidated Statements of Operations - Unaudited - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses
Research and development	$ 31,250	$ 32,198	$ 87,887	$ 84,179
General and administrative	17,723	14,419	44,218	43,133
Total operating expenses	48,973	46,617	132,105	127,312
Operating loss	(48,973)	(46,617)	(132,105)	(127,312)
Interest income	5,580	5,541	14,960	16,803
Interest expense	(2)	(2)	(7)	(9)
Net loss before income taxes	(43,395)	(41,078)	(117,152)	(110,518)
Income tax (benefit) expense	(2,342)	913	(2,300)	3,205
Net loss before noncontrolling interest	(41,053)	(41,991)	(114,852)	(113,723)
Net loss attributable to noncontrolling interest	(23,143)	(31,007)	(74,944)	(83,956)
Net loss available to Class A ordinary shareholders	(17,910)	(10,984)	(39,908)	(29,767)
Common Class A [Member]
Operating expenses
Net loss available to Class A ordinary shareholders	$ (17,910)	$ (10,984)	$ (39,908)	$ (29,767)
Weighted average Class A ordinary shares outstanding, Basic	126,173,463	61,592,876	87,818,229	61,565,298
Weighted average Class A ordinary shares outstanding, Diluted	126,173,463	61,592,876	87,818,229	61,565,298
Net loss per share attributable to Class A ordinary shares, Basic	$ (0.14)	$ (0.18)	$ (0.45)	$ (0.48)
Net loss per share attributable to Class A ordinary shares, Diluted	$ (0.14)	$ (0.18)	$ (0.45)	$ (0.48)

Equity Based Compensation - Schedule of Profits Interest Awards, Activity (Details) - Profits Interest Awards [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Unvested Awards Outstanding, Beginning Balance \| shares	3,565,753
Number of Shares, Vested \| shares	(1,336,572)
Number of Shares, Forfeited \| shares	(473,495)
Number of Shares, Unvested Awards Outstanding, Ending Balance \| shares	1,755,686
Weighted Average Grant Date Fair Value, Unvested Awards Outstanding, Beginning Balance \| $ / shares	$ 7.23
Weighted Average Grant Date Fair Value, Vested \| $ / shares	6.89
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	7.64
Weighted Average Grant Date Fair Value, Unvested Awards Outstanding, Ending Balance \| $ / shares	$ 7.37

- 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

Investments - Schedule of Maturity for Marketable Securities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Investments [Abstract]
Due in 1 year or less	$ 324,702
Due in 1 year through 5 years	27,116
Total	$ 351,818

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 103
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-103

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481830/320-10-45-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479130/326-30-45-1

+ Details

Leases - Schedule of Classification of Operating and Finance Lease Assets and Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating leases:
Right of use assets	$ 5,939	$ 4,116
Operating lease liabilities, current	1,032	751
Operating lease liabilities, noncurrent	5,290	3,506
Total operating lease liabilities	6,322	4,257
Finance leases:
Right of use assets	110	147
Finance lease liabilities, current	35	52
Finance lease liabilities, noncurrent	82	104
Total finance lease liabilities	$ 117	$ 156

Subsequent Events (Additional Information) (Details) - shares	Sep. 30, 2024	Dec. 31, 2023
Common Class A [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued	127,920,274	59,880,347
Common Class B [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued	163,741,676	168,297,916

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
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	999-7019
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		127,968,243
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		163,693,707

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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, 2024, Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2024 and 2023, Condensed Consolidated Statement of Changes in Redeemable Noncontrolling Interest and Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,

2024 and 2023 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, 2024, the results of operations for the three and nine months ended September 30, 2024 and 2023 and cash flows for the nine months ended September 30, 2024 and 2023. Certain prior year amounts have been reclassified to conform to the current year presentation. The December 31, 2023 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, 2023, contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2024.

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.

Concentration of Credit Risk

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, 2024 and December 31, 2023 consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Compensation	$	7,467	$	5,237
Severance		1,278		2,283
Clinical study related costs		4,271		1,658
Facility related costs		1,622		693
Accrued legal costs		633		1,015
Investment purchases payable		2,943		–
Manufacturing improvement costs		–		4,365
Accrued consulting and professional fees		425		878
Other accrued expenses		2,625		1,536
Total accrued expenses and other	$	21,264	$	17,665

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, 2024			December 31, 2023
Land	$	3,067		$	3,067
Buildings		17,166			22,490
Leasehold improvements		18,924			10,950
Furniture and equipment		5,511			3,690
Computer equipment and software		862			847
Construction in progress		3,560			8,741
Less: accumulated depreciation		(10,571	)		(7,642	)
Total fixed assets, net	$	38,519		$	42,143

Depreciation expense for the three months ended September 30, 2024 and 2023 was $1,199,000 and $807,000, respectively. Depreciation expense for the nine months ended September 30, 2024 and 2023 was $2,996,000 and $2,084,000, 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.

Due to a change in the planned use for the Company’s Greensboro facility, the Company performed an impairment analysis to compare the building’s carrying value with its estimated fair value. The fair value was determined through review of prices for similar assets and expected ranges of prices that the Company may be expected to receive upon sale of the property which are considered Level 3 inputs under the fair value hierarchy. This analysis resulted in the recognition of a non-cash impairment charge of $5.3 million during the three and nine months ended September 30, 2024.

No impairment charges were recorded for the three and nine months ended September 30, 2023.

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, 2024 and December 31, 2023.

Interest and penalties related to income taxes are included in the 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. 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

For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data are based primarily upon estimates and are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, fair value measurements cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the calculated current or future fair values. The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

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 equity-based compensation awards issued is based on the fair value of the award at the date of grant, and compensation expense is recognized for time-vested awards earned over the service period on a straight-line basis. The Company recognizes equity-based compensation for options containing performance-based vesting conditions over the requisite service period if it is probable that the performance conditions will be satisfied. The Company records forfeitures of equity-based compensation awards as they occur.

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

Segments

The Company operates in only one segment

Recently Issued Accounting Pronouncements

In March 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard that provides additional guidance for determining whether profits interests and similar awards should be accounted for in accordance with Topic 718, Compensation - Stock

Compensation, of the Accounting Standards Codification. The standard will be effective for the Company beginning with our annual reporting for fiscal year 2025 and interim periods in that year, with early adoption permitted. We do not believe that the adoption of this standard will have an impact on the classification of the profits interests that were granted to participants prior to the Business Combination.

Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2024

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 56.1% 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, 2024, 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,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Net loss available to Class A ordinary shareholders	$	(17,910	)	$	(10,984	)	$	(39,908	)	$	(29,767	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of subsidiary equity-based compensation		851			2,629			3,865			7,848
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for exchange of Common Units in ProKidney LP for Class A ordinary shares		(454	)		(64	)		(15,356	)		(64	)
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP		766			21			14,839			(4,457	)
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	$	(16,747	)	$	(8,398	)	$	(36,560	)	$	(26,440	)

Investments (Tables)

9 Months Ended

Sep. 30, 2024

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, 2024 (in thousands):


	Fair Value Hierarchy	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Money market funds	Level 2	$	21,566	$	–	$	–		$	21,566	$	21,566	$	–
Time deposits	Level 2		7,176		27		–			7,203		–		7,203
Commercial paper	Level 2		37,185		100		–			37,285		–		37,285
Asset backed securities	Level 2		7,672		48		–			7,720		–		7,720
Government bonds	Level 2		78,434		124		–			78,558		31,000		47,558
Corporate debt securities	Level 2		199,052		458		(24	)		199,486		528		198,958
Total		$	351,085	$	757	$	(24	)	$	351,818	$	53,094	$	298,724

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, 2024 (in thousands):


	September 30, 2024
Due in 1 year or less	$	324,702
Due in 1 year through 5 years		27,116
Total	$	351,818

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
Corporate debt securities	$	18,681	$	(24	)	$	–	$	–	$	18,681	$	(24	)
Total	$	18,681	$	(24	)	$	–	$	–	$	18,681	$	(24	)

Condensed Consolidated Statements of Cash Flows - Unaudited - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss before noncontrolling interest	$ (114,852)	$ (113,723)
Adjustments to reconcile net loss before noncontrolling interest to net cash flows used in operating activities:
Depreciation and amortization	3,858	2,707
Equity-based compensation	22,424	37,216
Gain on marketable securities, net	(5,521)	(3,675)
Impairment charges	5,324	0
Loss on disposal of equipment	186	21
Changes in operating assets and liabilities:
Interest receivable	(3,728)	(714)
Prepaid and other assets	(8,489)	5,094
Accounts payable and accrued expenses	(114)	7,774
Income taxes payable	(1,268)	615
Net cash flows used in operating activities	(102,180)	(64,685)
Cash flows from investing activities
Purchases of marketable securities	(277,291)	(301,701)
Sales and maturities of marketable securities	286,625	100,187
Purchase of equipment and facility expansion	(4,000)	(32,625)
Net cash flows provided by (used in) investing activities	5,334	(234,139)
Cash flows from financing activities
Proceeds from sales of Class A ordinary shares, net of offering costs	144,325	0
Payments on finance leases	(40)	(39)
Net cash flows provided by (used in) financing activities	144,285	(39)
Net change in cash and cash equivalents	47,439	(298,863)
Cash, beginning of period	60,649	490,252
Cash, end of period	108,088	191,389
Supplemental disclosure of non-cash investing and financing activities:
Right of use assets obtained in exchange for lease obligations	2,621	714
Exchange of Class B ordinary shares	15,357	64
Impact of equity transactions and compensation on redeemable noncontrolling interest	18,748	3,207
Change in redemption value of noncontrolling interest	0	79
Equipment and facility expansion included in accounts payable and accrued expenses	$ 910	$ 1,386

Equity Based Compensation (Additional Information) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Equity-based compensation	$ 6,084,000	$ 10,365,000	$ 18,559,000	$ 29,368,000
Weighted average period			1 year 2 months 12 days
Number of shares, options outstanding	22,076,832	17,356,148	22,076,832	17,356,148
Unrecognized compensation expense remaining period			1 year 2 months 12 days
Additional compensation expense				$ 3,011,000
Limited Partnership Agreement [Member]
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.
Time Vested Awards [Member]
Unrecognized stock-based compensation expense	$ 47,185,000		$ 47,185,000
Weighted average period			2 years 9 months 18 days
Weighted average grant date fair value			$ 1.37	$ 7.11
Aggregate intrinsic value, outstanding	$ 3,201,000	$ 209,000	$ 3,201,000	$ 209,000
Number of shares granted			8,442,907
Number of shares, options outstanding	20,405,582		20,405,582		14,680,109
Unrecognized compensation expense remaining period			2 years 9 months 18 days
Performance-Based Awards [Member]
Unrecognized stock-based compensation expense	$ 458,000,000		$ 458,000,000
Weighted average period			1 year
Number of shares granted			671,250
Number of shares, options outstanding	1,671,250		1,671,250		1,000,000
Unrecognized compensation expense remaining period			1 year
Market-Vested Awards [Member]
Number of shares granted	0	0	0	0
Number of shares, options outstanding	0		0
Profits Interest awards [Member]
Unrecognized compensation expense	$ 8,002,000		$ 8,002,000

Equity Based Compensation - Summary of Stock Option Awards Granted, Activity (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2023 shares	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Options Outstanding, Ending Balance	17,356,148	22,076,832
Time-Vested Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Options Outstanding, Beginning Balance		14,680,109
Number of Shares, Granted		8,442,907
Number of Shares, Exercised		(668)
Number of Shares, Forfeited		(2,716,766)
Number of Shares, Options Outstanding, Ending Balance		20,405,582
Number of Shares, Options Exercisable		4,177,180
Weighted Average Remaining Contractual Life		8 years 9 months 18 days
Number of Shares, Options Vested and Expected to Vest		20,405,582
Weighted Average Remaining Contractual Life		8 years 3 months 18 days
Weighted Average Exercise Price, Options Outstanding, Beginnig Balance \| $ / shares		$ 7.83
Weighted Average Exercise Price, Granted \| $ / shares		1.88
Weighted Average Exercise Price, Exercised \| $ / shares		1.61
Weighted Average Exercise Price, Forfeited \| $ / shares		7.23
Weighted Average Exercise Price, Options Outstanding, Ending Balance \| $ / shares		5.45
Weighted Average Exercise Price, Options Exercisable \| $ / shares		9.07
Weighted Average Exercise Price, Options Vested and Expected to Vest \| $ / shares		$ 5.45

Leases (Additional Information) (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases (Additional Information) (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Leases [Abstract]
Operating lease expense	$ 479,000	$ 276,000	$ 1,413,000	$ 736,000
Cash paid for operating leases			$ 968,000
Operating lease, weighted average remaining lease term	4 years 7 months 6 days		4 years 7 months 6 days
Finance lease, weighted average remaining lease term	4 years 6 months		4 years 6 months
Operating lease, weighted average discount rate	10.90%		10.90%
Finance lease, weighted average discount rate	6.10%		6.10%

Investments - Schedule of Investments Fair Values and Gross Unrealized Losses (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Less than 12 months, fair value	$ 18,681
Less than 12 months, unrealized loss	(24)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	18,681
Total, unrealized loss	(24)
Corporate Debt Securities [Member]
Less than 12 months, fair value	18,681
Less than 12 months, unrealized loss	(24)
12 months or greater, fair value	0
12 months or greater, unrealized loss	0
Total, fair value	18,681
Total, unrealized loss	$ (24)

Condensed Consolidated Balance Sheets - Unaudited - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 108,088	$ 60,649
Marketable securities	298,724	302,301
Interest receivable	5,102	1,375
Prepaid assets	6,227	3,399
Prepaid clinical	11,053	6,413
Other current assets	1,031	9
Total current assets	430,225	374,146
Fixed assets, net	38,519	42,143
Right of use assets, net	6,049	4,263
Total assets	474,793	420,552
Current liabilities
Accounts payable	2,850	5,098
Lease liabilities	1,067	803
Accrued expenses and other	21,264	17,665
Income taxes payable	0	1,472
Total current liabilities	25,181	25,038
Income tax payable, net of current portion	772	568
Lease liabilities, net of current portion	5,372	3,610
Total liabilities	31,325	29,216
Commitments and contingencies
Redeemable noncontrolling interest	1,423,180	1,494,732
Shareholders' deficit
Additional paid-in capital	199,509	36,114
Accumulated other comprehensive (loss) gain	321	130
Accumulated deficit	(1,179,571)	(1,139,663)
Total shareholders' deficit	(979,712)	(1,103,396)
Total liabilities and shareholders' deficit	474,793	420,552
Common Class A [Member]
Shareholders' deficit
Common stock value	13	6
Common Class B [Member]
Shareholders' deficit
Common stock value	$ 16	$ 17

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, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Numerator
Net loss	$ (41,053)	$ (41,991)	$ (114,852)	$ (113,723)
Less: Net loss attributable to noncontrolling interest	$ (23,143)	$ (31,007)	$ (74,944)	$ (83,956)
Antidilutive securities
Earnout Rights			17,500,000	17,500,000
Stock options granted under the 2022 Equity Incentive Plan	22,076,832	17,356,148	22,076,832	17,356,148
Restricted Stock Rights [Member]
Antidilutive securities
Unvested Restricted Stock Rights			1,755,686	5,644,596
Common Class A [Member]
Numerator
Net loss Available To Class A ordinary Shareholders of ProKidney Corp., Basic	$ (17,910)	$ (10,984)	$ (39,908)	$ (29,767)
Net loss Available To Class A ordinary Shareholders of ProKidney Corp., Diluted	$ (17,910)	$ (10,984)	$ (39,908)	$ (29,767)
Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, Basic	126,173,463	61,592,876	87,818,229	61,565,298
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, Diluted	126,173,463	61,592,876	87,818,229	61,565,298
Net loss per share attributable to Class A ordinary shares, Basic	$ (0.14)	$ (0.18)	$ (0.45)	$ (0.48)
Net loss per share attributable to Class A ordinary shares, Diluted	$ (0.14)	$ (0.18)	$ (0.45)	$ (0.48)
Antidilutive securities
ProKidney Corp. ordinary shares	127,920,274		127,920,274		59,880,347
Common Class B [Member]
Antidilutive securities
ProKidney Corp. ordinary shares	163,741,676	173,839,330	163,741,676	173,839,330	168,297,916

Leases - Schedule of Maturities of Lease Liabilities for the Company's Operating and Finance Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
2024 (remaining six months)	$ 496
2025	1,681
2026	1,841
2027	1,725
2028	1,361
Thereafter	1,279
Total lease payments	8,383
Less: imputed interest	(2,061)
Present value of lease liabilities	6,322	$ 4,257
Finance Leases
2024 (remaining six months)	26
2025	22
2026	22
2027	22
2028	22
Thereafter	22
Total lease payments	136
Less: imputed interest	(19)
Present value of lease liabilities	117	$ 156
Total
2024 (remaining six months)	522
2025	1,703
2026	1,863
2027	1,747
2028	1,383
Thereafter	1,301
Total lease payments	8,519
Less: imputed interest	(2,080)
Present value of lease liabilities	$ 6,439

Equity Based Compensation - Summary of Performance-Based Stock Option Activity (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2023 shares	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Options Outstanding, Ending Balance	17,356,148	22,076,832
Performance-Based Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Options Outstanding, Beginning Balance		1,000,000
Number of Shares, Granted		671,250
Number of Shares, Options Outstanding, Ending Balance		1,671,250
Number of Shares, Options Exercisable		0
Number of Shares, Options Vested and Expected to Vest		1,671,250
Weighted Average Remaining Contractual Life		9 years 3 months 18 days
Weighted Average Exercise Price, Options Outstanding, Beginnig Balance \| $ / shares		$ 1.69
Weighted Average Exercise Price, Granted \| $ / shares		1.52
Weighted Average Exercise Price, Options Outstanding, Ending Balance \| $ / shares		1.62
Weighted Average Exercise Price, Options Exercisable \| $ / shares		0
Weighted Average Exercise Price, Options Vested and Expected to Vest \| $ / shares		$ 1.62

Income Taxes

9 Months Ended

Sep. 30, 2024

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, 2024.

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, 2024 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 three and nine months ended September 30, 2024 and 2023.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: 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/1943274/2147477891/740-270-50-1

Reference 6: 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 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: 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 11: 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 12: 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 13: 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 14: 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

Equity Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

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, 2024:


	Nine Months Ended September 30,
	2024	2023
Expected volatility	82.9% - 85.0%	81.3% - 84.0%
Expected life of options, in years	5.4 - 6.1	5.2 - 6.1
Risk-free interest rate	3.7% - 4.6%	3.5% - 4.3%
Expected dividend yield	0.0%	0.0%

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, 2024:


	Number of Shares			Weighted Average Exercise Price
Time-vested options outstanding at January 1, 2024		14,680,109		$	7.83
Granted		8,442,907			1.88
Exercised		(668	)		1.61
Forfeited		(2,716,766	)		7.23
Time-vested options outstanding at September 30, 2024		20,405,582		$	5.45
Time-vested options exercisable at September 30, 2024		4,177,180		$	9.07
Weighted average remaining contractual life	8.3 years
Time-vested options vested and expected to vest at September 30, 2024		20,405,582		$	5.45
Weighted average remaining contractual life	8.8 years

Summary of Performance-Based Stock Option Activity

The following table summarizes the activity related to the Company’s performance-based stock option awards granted under the 2022 Plan for the nine months ended September 30, 2024:


	Number of Shares		Weighted Average Exercise Price
Performance-based options outstanding at January 1, 2024		1,000,000	$	1.69
Granted		671,250		1.52
Performance-based options outstanding at September 30, 2024		1,671,250	$	1.62
Performance-based options exercisable at September 30, 2024		—	$	—
Performance-based options vested and expected to vest at September 30, 2024		1,671,250	$	1.62
Weighted average remaining contractual life	9.3 years

Summary of Profits Interest awards, Activity

The following table summarizes the activity related to the Profits Interest awards for the nine months ended September 30, 2024:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested awards outstanding at January 1, 2024		3,565,753		$	7.23
Vested		(1,336,572	)		6.89
Forfeited		(473,495	)		7.64
Unvested awards outstanding at September 30, 2024		1,755,686		$	7.37

Summary of Compensation Expense Related to Share-Based Awards

Compensation expense related to equity-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,
	2024		2023		2024		2023
Research and development	$	2,937	$	4,881	$	9,571	$	13,324
General and administrative		3,997		8,112		12,853		23,891
Total equity-based compensation expense	$	6,934	$	12,993	$	22,424	$	37,215

The following table summarizes our equity based compensation by type of award (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Time-vested stock options	$	5,133	$	6,609	$	15,889	$	18,203
Performance-based stock options		293		–		862		–
Market-vested stock options		–		2,825		–		8,383
Legacy profits interests		1,508		3,559		5,673		10,629
Total equity-based compensation expense	$	6,934	$	12,993	$	22,424	$	37,215

Related Party Transactions - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Related Party Transaction [Line Items]
Shares Unlocked Percentage	50.00%
Vesting Period of Earnout Rights				5 years
Lock Up Agreement [Member]
Related Party Transaction [Line Items]
Description Of Terms Earnout Shares				A ordinary share of the Company equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing and (b) for an additional 50% of the Lock-Up Shares (other than the Earnout Shares and the Private Placement Shares (as each such term is defined in the Lock-Up Agreement)), the date on which the last reported sale price of a Class A ordinary share of the Company equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 30 days after the Closing. Notwithstanding the above, (i) the lock-up period for any Earnout Shares will expire not earlier than 180 days after such Earnout Shares are issued
Tax Receivable Agreement [Member]
Related Party Transaction [Line Items]
Percentage of tax saving recognized				85.00%
ProKidney KY and Nefro Health [Member]
Related Party Transaction [Line Items]
Quarterly Related Party Fee				$ 25,000
Costs And Expenses Related Party		$ 25,000	$ 25,000	75,000	$ 75,000
ProKidney US and Nefro Health [Member]
Related Party Transaction [Line Items]
Quarterly Related Party Fee				25,000
Nefro consulting service		$ 25,000	$ 25,000	$ 75,000	$ 75,000
Vesting [Member] \| Tranche one [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		$ 15		$ 15
Vesting [Member] \| Tranche two [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		20		20
Vesting [Member] \| Tranche three [Member]
Related Party Transaction [Line Items]
Earnout Rights Stock Price Trigger		$ 25		$ 25
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

Redeemable Noncontrolling Interest - Summary of company non controlling interest (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss before noncontrolling interest	$ (41,053)	$ (41,991)	$ (114,852)	$ (113,723)
(Increase)/Decrease In ProKidney Corp. additional paid-in capital for vesting of Restricted Common Units in ProKidney LP	766	21	14,839	(4,457)
Change from net loss available to Class A ordinary shareholders and change in ownership interest in ProKidney LP	(16,747)	(8,398)	(36,560)	(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	851	2,629	3,865	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	(454)	(64)	(15,356)	(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 before noncontrolling interest	$ (17,910)	$ (10,984)	$ (39,908)	$ (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 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (17,910)	$ (10,984)	$ (39,908)	$ (29,767)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted net loss per share

The following table sets forth the computation of basic and diluted net loss per share for the three months ended September 30, 2024 and 2023 (in thousands, except share and per share amounts):


	Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator
Net loss	$	(41,053	)	$	(41,991	)	$	(114,852	)	$	(113,723	)
Less: Net loss attributable to noncontrolling interests		(23,143	)		(31,007	)		(74,944	)		(83,956	)
Net loss available to Class A ordinary shareholders of ProKidney Corp., basic and diluted	$	(17,910	)	$	(10,984	)	$	(39,908	)	$	(29,767	)

Denominator
Weighted average Class A ordinary shares or ProKidney Corp. outstanding, basic and diluted		126,173,463			61,592,876			87,818,229			61,565,298

Net loss per Class A ordinary share
Net loss per Class A ordinary share of ProKidney Corp., basic and diluted	$	(0.14	)	$	(0.18	)	$	(0.45	)	$	(0.48	)

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


	As of September 30,
	2024		2023
Antidilutive securities
ProKidney Corp. Class B ordinary shares		163,741,676		173,839,330
Unvested Restricted Stock Rights		1,755,686		5,644,596
Earnout Rights		17,500,000		17,500,000
Stock options granted under the 2022 Equity Incentive Plan		22,076,832		17,356,148

Equity Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity Based Compensation

Note 10: 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. 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, individual consultants 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, 2024:


	Nine Months Ended September 30,
	2024	2023
Expected volatility	82.9% - 85.0%	81.3% - 84.0%
Expected life of options, in years	5.4 - 6.1	5.2 - 6.1
Risk-free interest rate	3.7% - 4.6%	3.5% - 4.3%
Expected dividend yield	0.0%	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, 2024:


	Number of Shares			Weighted Average Exercise Price
Time-vested options outstanding at January 1, 2024		14,680,109		$	7.83
Granted		8,442,907			1.88
Exercised		(668	)		1.61
Forfeited		(2,716,766	)		7.23
Time-vested options outstanding at September 30, 2024		20,405,582		$	5.45
Time-vested options exercisable at September 30, 2024		4,177,180		$	9.07
Weighted average remaining contractual life	8.3 years
Time-vested options vested and expected to vest at September 30, 2024		20,405,582		$	5.45
Weighted average remaining contractual life	8.8 years

As of September 30, 2024, the Company had total unrecognized stock-based compensation expense of approximately $47,185,000 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 2.8 years. The weighted average grant date fair value for the option grants during the nine months ended September 30, 2024 and 2023 was $1.37 and $7.11, respectively.

The aggregate intrinsic value of the in-the-money time-vested awards outstanding and those exercisable as of September 30, 2024 was $3,201,000 and $209,000, respectively.

Performance-Based Awards

The Company has issued stock options to certain of its employees which vest based on the achievement of both operational performance metrics and service rendered over a specific time period. The following table summarizes the activity related to the Company’s performance-based stock option awards granted under the 2022 Plan for the nine months ended September 30, 2024:


	Number of Shares		Weighted Average Exercise Price
Performance-based options outstanding at January 1, 2024		1,000,000	$	1.69
Granted		671,250		1.52
Performance-based options outstanding at September 30, 2024		1,671,250	$	1.62
Performance-based options exercisable at September 30, 2024		—	$	—
Performance-based options vested and expected to vest at September 30, 2024		1,671,250	$	1.62
Weighted average remaining contractual life	9.3 years

As of September 30, 2024, the Company had total unrecognized stock-based compensation expense of approximately $458,000 related to the performance-based grants under the 2022 Plan, which is expected to be recognized on a straight-line basis over a weighted average period of 1.0 years.

Market-Vested Awards

In previous periods, the Company had granted market-vested options to its former Chief Executive Officer, these awards were forfeited upon the termination of his employment in November 2023. There were no market-vested awards granted during the three and nine months ended September 30, 2024 and 2023. There were no market based awards outstanding at September 30, 2024.

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, 2024:


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested awards outstanding at January 1, 2024		3,565,753		$	7.23
Vested		(1,336,572	)		6.89
Forfeited		(473,495	)		7.64
Unvested awards outstanding at September 30, 2024		1,755,686		$	7.37

As of September 30, 2024, the unrecognized compensation expense related to these awards was $8,002,000. The current weighted average remaining period over which the unrecognized compensation expense is expected to be recognized is 1.2 years.

Modification to Equity Based Compensation Awards

During the nine months ended September 30, 2023, the Company 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.

Equity Based Compensation Expense

Compensation expense related to equity-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,
	2024		2023		2024		2023
Research and development	$	2,937	$	4,881	$	9,571	$	13,324
General and administrative		3,997		8,112		12,853		23,891
Total equity-based compensation expense	$	6,934	$	12,993	$	22,424	$	37,215

The following table summarizes our equity based compensation by type of award (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Time-vested stock options	$	5,133	$	6,609	$	15,889	$	18,203
Performance-based stock options		293		–		862		–
Market-vested stock options		–		2,825		–		8,383
Legacy profits interests		1,508		3,559		5,673		10,629
Total equity-based compensation expense	$	6,934	$	12,993	$	22,424	$	37,215

Significant Accounting Policies - Summary of Accrued expense (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Compensation	$ 7,467	$ 5,237
Severance	1,278	2,283
Clinical study related costs	4,271	1,658
Facility related costs	1,622	693
Accrued legal costs	633	1,015
Investment purchases payable	2,943	0
Manufacturing improvement costs	0	4,365
Accrued consulting and professional fees	425	878
Other accrued expenses	2,625	1,536
Total accrued expenses and other	$ 21,264	$ 17,665

Condensed Consolidated Statements of Comprehensive Loss - Unaudited - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss including noncontrolling interest	$ (41,053)	$ (41,991)	$ (114,852)	$ (113,723)
Other comprehensive income:
Unrealized income (loss) on marketable securities	750	241	235	(244)
Other comprehensive income	750	241	235	(244)
Total comprehensive loss including noncontrolling interest	(40,303)	(41,750)	(114,617)	(113,967)
Less: Total comprehensive loss attributable to noncontrolling interest	(22,720)	(30,829)	(74,900)	(84,136)
Total comprehensive loss attributable to Class A ordinary shareholders	$ (17,583)	$ (10,921)	$ (39,717)	$ (29,831)

- Definition

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

+ References + Details

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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.

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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.

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

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+ Details

- Definition

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

+ References

+ Details

Description of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2024

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 business combination between SCS and PKLP (the “Business Combination”) 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 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 rilparencel, 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, 2024, various holders own non-voting interests in PKLP, representing a 56.1% economic interest in PKLP, effectively restricting ProKidney’s interest to 43.9% 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.

Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Shareholders' Equity

Note 8: Shareholders’ Equity

In June 2024, the Company sold 46,886,452 of its Class A ordinary shares in an underwritten public offering at a price of $2.42 per share. Additionally, in June 2024, the Company sold 11,030,574 of its Class A ordinary shares to certain investment entities at price of $2.42 per share in a concurrent registered direct offering pursuant to share purchase agreements. The net proceeds to the Company from the offerings were approximately $136,618,000, after deducting the underwriting discounts and commissions and offering expenses payable by the Company. The shares were offered and sold pursuant to the Company’s shelf registration statement on Form S-3.

In January 2024, the Company entered into an Open Market Sale AgreementSM (“Sales Agreement”) with Jefferies LLC (“Jefferies”) as the sales agent, pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of its Class A ordinary shares having an aggregate offering price of up to $100.0 million by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. The shares are offered and sold pursuant to the Company’s shelf registration statement on Form S-3.

During the three months ended September 30, 2024, the Company sold 1,868,891 of its Class A ordinary shares under the Sales Agreement for net proceeds of $4,470,000. During the nine months ended September 30, 2024, the Company sold 4,170,791 of its Class A ordinary shares under the Sales Agreement for net proceeds of $7,707,000.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2: Significant Accounting Policies

Unaudited Interim Financial Statements

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

Use of Estimates

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.

Concentrations of Credit Risk

Accrued Expenses

Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Compensation	$	7,467	$	5,237
Severance		1,278		2,283
Clinical study related costs		4,271		1,658
Facility related costs		1,622		693
Accrued legal costs		633		1,015
Investment purchases payable		2,943		–
Manufacturing improvement costs		–		4,365
Accrued consulting and professional fees		425		878
Other accrued expenses		2,625		1,536
Total accrued expenses and other	$	21,264	$	17,665

Research and Development Costs

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, 2024			December 31, 2023
Land	$	3,067		$	3,067
Buildings		17,166			22,490
Leasehold improvements		18,924			10,950
Furniture and equipment		5,511			3,690
Computer equipment and software		862			847
Construction in progress		3,560			8,741
Less: accumulated depreciation		(10,571	)		(7,642	)
Total fixed assets, net	$	38,519		$	42,143

Impairment of Long-Lived Assets

No impairment charges were recorded for the three and nine months ended September 30, 2023.

Income Taxes

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.

Leases

Contingent Liabilities

Equity-Based Compensation

Segments

The Company operates in only one segment.

Recently Issued Accounting Pronouncements