ProKidney LLC executed the non-binding letter of intent to acquire Social Capital Suvretta Holdings Corp. III (NasdaqCM:DNAC) from SCS Sponsor III LLC, Millennium Management LLC, Adage Capital Management, L.P. and others in a reverse merger transaction on November 19, 2021. ProKidney LLC entered into a definitive agreement to acquire Social Capital Suvretta Holdings Corp. III (SCS) from SCS Sponsor III LLC and others in a reverse merger transaction on January 18, 2022. The transaction is expected to deliver up to $825 million in gross cash proceeds, including the contribution of up to $250 million of cash held in SCS's trust account, assuming no redemptions by SCS public shareholders, and a fully committed PIPE of $575 million at $10 per share. These proceeds will be primarily used to fund REACT®'s Phase 3 development program, accelerate ProKidney's manufacturing buildout, and ultimately prepare for the global commercial launch of REACT. Post-closing, SCS's public shareholders will retain an ownership interest of approximately 9.5%, third party PIPE Investors will own approximately 13.9%, the sponsor of Social Capital Suvretta Holdings Corp. III and its independent directors will own approximately 2.6%, the Sponsor Related PIPE Investors will own approximately 5.9% and ProKidney unitholders (including the ProKidney related PIPE Investors) will own approximately 68.1% of the surviving entity. Upon closing of the transaction, the combined company will trade on the Nasdaq under the symbol “PROK.” All the executive officers of ProKidney will remain with ProKidney. All the Executive Officers are employed by ProKidney-US, and Tim Bertram, is also employed by ProKidney-KY. In addition, Tim Bertram, Pablo Legorreta, William F. Doyle, Alan M. Lotvin, Brian J. G. Pereira have each been nominated to serve as Directors of ProKidney.

The transaction is subject to approval by SCS's shareholders; SCS having at least $5,000,001 of net tangible assets; listing of SCS Class A Common Stock on Nasdaq; and other customary closing conditions. The transaction, which has been approved by the Boards of Directors of both SCS and ProKidney and equity holders of ProKidney. As of July 8, 2022, SCS announced that it will reconvene the shareholders meeting to vote on the Business Combination Agreement on July 11, 2022. The business combination was approved by SCS's shareholders at an extraordinary meeting held on July 11, 2022. The transaction is expected to close in the third quarter of 2022.

Citigroup acted as sole financial advisor to ProKidney. Raaj S. Narayan, Samuel C. Telzak, Joshua M. Holmes, Olivia R. Coates, Selwyn B. Goldberg, Michael S. Benn, John R. Sobolewski, Michael J. Schobel and Damian G. Didden of Wachtell, Lipton, Rosen & Katz acted as legal advisor to SCS. Lee Hochbaum and Richard Truesdell of Davis Polk & Wardwell LLP and Matthew Simpson of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C acted as legal advisors to ProKidney. Stuart Leblang and Jonathan Pavlich of Akin Gump Strauss Hauer & Feld LLP also acted as legal advisors to ProKidney. Mike Blankenship of Winston & Strawn LLP represented the placement agents, including Citigroup Global Markets, Inc., Morgan Stanley, Evercore and Jefferies LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent and Morrow & Co., LLC acted as the proxy solicitor for Social Capital Suvretta Holdings Corp. III. Morrow & Co., LLC will receive a fee of $32,500 for its services. KPMG LLP was also engaged by Social Capital Suvretta Holdings Corp. III to perform tax, commercial and financial due diligence of ProKidney. Matheson LLP and Walkers LLP acted as legal advisors to ProKidney.

ProKidney LLC completed the acquisition of Social Capital Suvretta Holdings Corp. III (NasdaqCM:DNAC) from SCS Sponsor III LLC, Millennium Management LLC, Adage Capital Management, L.P. and others in a reverse merger transaction on July 11, 2022. Merged entity changed its name to ProKidney Corp. and its Class A ordinary shares will commence trading on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PROK” on July 12, 2022.