Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | ProKidney Corp. |
Entity Central Index Key | 0001850270 |
Entity Incorporation, State or Country Code | E9 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 51,889 | $ 440,488 | |
Cash and cash equivalents | 29,802,000 | 20,558,000 | $ 4,578,000 |
Prepaid assets | 592,000 | 588,000 | 202,000 |
Prepaid clinical | 4,855,000 | 6,100,000 | 753,000 |
Other current assets | 0 | 25,000 | 52,000 |
Total current assets | 35,249,000 | 27,271,000 | 5,585,000 |
Deferred offering costs | 5,108,000 | 0 | |
Fixed assets, net | 11,103,000 | 11,358,000 | 8,914,000 |
Right of use assets, net | 1,673,000 | 1,241,000 | 1,559,000 |
Intangible assets, net | 374,000 | 428,000 | 642,000 |
Total assets | 53,507,000 | 40,298,000 | 16,700,000 |
Current liabilities | |||
Accounts payable | 2,509,000 | 2,834,000 | |
Accrued expenses and other | 8,117,000 | 9,213,000 | 4,496,000 |
Accounts payable | 2,834,000 | 781,000 | |
Lease liabilities | 328,000 | 267,000 | 225,000 |
Income taxes payable | 958,000 | 0 | |
Related party notes payable | 20,000,000 | 0 | |
Total current liabilities | 31,912,000 | 12,314,000 | 5,502,000 |
Lease liabilities, net of current portion | 1,428,000 | 1,067,000 | 1,334,000 |
Commitments and Contingencies (Note 6) | |||
Members' equity: | |||
Accumulated deficit | (228,996,000) | (161,510,000) | (106,364,000) |
Total members' equity | 20,167,000 | 26,917,000 | 9,864,000 |
Total liabilities and equity | 53,507,000 | 40,298,000 | 16,700,000 |
Social Capital Suvretta Holdings Corp. III [Member] | |||
Current assets | |||
Cash | 51,889 | 440,488 | |
Cash and cash equivalents | 0 | ||
Prepaid expenses | 543,088 | 504,189 | |
Total current assets | 594,977 | 944,677 | |
Non-current prepaid insurance | 123,750 | 247,500 | |
Marketable Securities held in Trust Account | 250,033,500 | 250,008,324 | |
Total assets | 250,752,227 | 251,200,501 | |
Current liabilities | |||
Accounts payable | 26,735 | 5,000 | |
Accrued expenses | 5,342,189 | 1,864,796 | |
Advances from related party | 43,623 | 10,000 | |
Total current liabilities | 5,412,547 | 1,879,796 | |
Deferred underwriting fee payable | 7,700,000 | 7,700,000 | |
Total Liabilities | 13,112,547 | 9,579,796 | |
Commitments and Contingencies (Note 6) | |||
Class A ordinary shares subject to possible redemption | 250,000,000 | 250,008,324 | |
Shareholder's Equity | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | |||
Additional paid-in capital | |||
Total Permanent Deficit | (12,360,320) | (8,387,619) | |
Members' equity: | |||
Accumulated deficit | (12,361,009) | (8,388,308) | |
Total liabilities and equity | 250,752,227 | 251,200,501 | |
Capital Unit, Class A [Member] | |||
Members' equity: | |||
Class Units | 186,500,000 | 186,500,000 | 115,000,000 |
Capital Unit, Class B [Member] | |||
Members' equity: | |||
Class Units | 62,663,000 | 1,927,000 | $ 1,228,000 |
Common Class A [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||
Current liabilities | |||
Class A ordinary shares subject to possible redemption | 250,000,000 | 250,008,324 | |
Shareholder's Equity | |||
Common stock value | 64 | 64 | |
Common Class B [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||
Shareholder's Equity | |||
Common stock value | $ 625 | $ 625 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Dec. 31, 2020 shares |
Capital Unit, Class A [Member] | |
Limited partners capital account units issued | 115,000,000 |
Limited partners capital account units outstanding | 115,000,000 |
Capital Unit, Class B [Member] | |
Limited partners capital account units issued | 7,767,122 |
Limited partners capital account units outstanding | 7,767,122 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Operating expenses | ||||||
Research and development | 28,490,000 | 9,859,000 | 46,255,000 | 21,042,000 | ||
General and administrative | 37,972,000 | 1,744,000 | 8,855,000 | 5,982,000 | ||
Operating and formation costs | 66,462,000 | 11,603,000 | 55,110,000 | 27,024,000 | ||
Loss from operations | (66,462,000) | (11,603,000) | (55,110,000) | (27,024,000) | ||
Interest expense | (14,000) | 0 | ||||
Other income: | ||||||
Interest income | 2,000 | 43,000 | ||||
Net loss before income taxes | (66,476,000) | (11,603,000) | (55,108,000) | (26,981,000) | ||
Income tax expense (benefit) | 1,010,000 | 6,000 | 38,000 | (232,000) | ||
Net loss | (67,486,000) | (11,609,000) | (55,146,000) | (26,749,000) | ||
Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Operating expenses | ||||||
Operating and formation costs | $ 5,182 | 4,006,201 | $ 2,332,953 | |||
Loss from operations | (5,182) | (4,006,201) | (2,332,953) | |||
Other income: | ||||||
Interest earned on marketable securities held in Trust Account | 0 | 25,176 | 8,324 | |||
Net loss | (5,182) | (3,981,025) | (2,324,629) | |||
Capital Unit, Class A [Member] | ||||||
Other income: | ||||||
Net loss | $ (67,486) | $ (11,609) | $ (55,146) | $ (26,749) | ||
Earnings Per Share | ||||||
Weighted Average Shares Outstanding, Basic | 186,500,000 | 122,111,111 | 150,706,849 | 104,986,301 | ||
Weighted Average Shares Outstanding, Diluted | 186,500,000 | 122,111,111 | 150,706,849 | 104,986,301 | ||
Net loss per ordinary share , Basic | $ (0.36) | $ (0.1) | $ (0.37) | $ (0.25) | ||
Net loss per ordinary share , Diluted | $ (0.36) | $ (0.1) | $ (0.37) | $ (0.25) | ||
Common Class A [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Other income: | ||||||
Net loss | $ 0 | $ (3,200,799) | $ (1,675,346) | |||
Earnings Per Share | ||||||
Weighted Average Shares Outstanding, Basic | 0 | 25,640,000 | 15,101,877 | |||
Weighted Average Shares Outstanding, Diluted | 0 | 25,640,000 | 15,101,877 | |||
Net loss per ordinary share , Basic | $ 0 | $ (0.12) | $ (0.11) | |||
Net loss per ordinary share , Diluted | $ 0 | $ (0.12) | $ (0.11) | |||
Common Class B [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Other income: | ||||||
Net loss | $ (5,182) | $ (780,226) | $ (649,283) | |||
Earnings Per Share | ||||||
Weighted Average Shares Outstanding, Basic | 5,500,000 | 6,250,000 | 5,852,751 | |||
Weighted Average Shares Outstanding, Diluted | 5,500,000 | 6,250,000 | 5,852,751 | |||
Net loss per ordinary share , Basic | $ 0 | $ (0.12) | $ (0.11) | |||
Net loss per ordinary share , Diluted | $ 0 | $ (0.12) | $ (0.11) |
Condensed Statements of Changes
Condensed Statements of Changes In Temporary Equity And Permanent Deficit - USD ($) | Total | Capital Unit, Class A [Member] | Social Capital Suvretta Holdings Corp. III [Member] | Common Stock [Member] Social Capital Suvretta Holdings Corp. III [Member] | Additional Paid-in Capital [Member] Social Capital Suvretta Holdings Corp. III [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Social Capital Suvretta Holdings Corp. III [Member] | Member Units [Member] Capital Unit, Class A [Member] | Member Units [Member] Capital Unit, Class B [Member] | Common Class A [Member] Social Capital Suvretta Holdings Corp. III [Member] | Common Class A [Member] Common Stock [Member] Social Capital Suvretta Holdings Corp. III [Member] | Common Class B [Member] Social Capital Suvretta Holdings Corp. III [Member] | Common Class B [Member] Common Stock [Member] Social Capital Suvretta Holdings Corp. III [Member] |
Beginning Balance at Dec. 31, 2019 | $ 15,883,000 | $ (79,615,000) | $ 95,000,000 | $ 498,000 | |||||||||
Units outstanding January 1, 2020 at Dec. 31, 2019 | 95,000,000 | ||||||||||||
Equity-based compensation | 730,000 | 730,000 | |||||||||||
Capital contribution(Value) | 20,000,000 | $ 20,000,000 | |||||||||||
Capital contribution(Shares) | 20,000,000 | ||||||||||||
Net loss | (26,749,000) | $ (26,749) | (26,749,000) | ||||||||||
Ending Balance at Dec. 31, 2020 | 9,864,000 | (106,364,000) | $ 115,000,000 | 1,228,000 | |||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 115,000,000 | ||||||||||||
Capital contribution(Value) | 20,000,000 | $ 20,000,000 | |||||||||||
Capital contribution(Shares) | 20,000,000 | ||||||||||||
Equity-based compensation | 175,000 | 175,000 | |||||||||||
Net loss | (11,609,000) | (11,609) | (11,609,000) | ||||||||||
Ending Balance at Mar. 31, 2021 | $ 19,818 | $ 24,367 | $ (5,182) | $ 633 | |||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 6,325,000 | ||||||||||||
Ending Balance at Mar. 31, 2021 | 18,430,000 | (117,973,000) | $ 135,000,000 | 1,403,000 | |||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 135,000,000 | ||||||||||||
Beginning Balance at Dec. 31, 2020 | 9,864,000 | (106,364,000) | $ 115,000,000 | 1,228,000 | |||||||||
Units outstanding January 1, 2020 at Dec. 31, 2020 | 115,000,000 | ||||||||||||
Capital contribution(Value) | 71,500,000 | $ 71,500,000 | |||||||||||
Capital contribution(Shares) | 71,500,000,000 | ||||||||||||
Equity-based compensation | 699,000 | 699,000 | |||||||||||
Capital contribution(Shares) | 71,500,000 | ||||||||||||
Net loss | (55,146,000) | (55,146) | (55,146,000) | ||||||||||
Ending Balance at Dec. 31, 2021 | (8,387,619) | 0 | (8,388,308) | $ 64 | $ 625 | ||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 640,000 | 6,250,000 | |||||||||||
Ending Balance at Dec. 31, 2021 | $ 250,008,324 | $ 250,008,324 | $ 250,008,324 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||
Ending Balance at Dec. 31, 2021 | 26,917,000 | (161,510,000) | $ 186,500,000 | 1,927,000 | |||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 186,500,000 | ||||||||||||
Beginning Balance at Feb. 24, 2021 | $ 0 | 0 | 0 | $ 0 | $ 0 | ||||||||
Beginning Balance (in shares) at Feb. 24, 2021 | 0 | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,367 | $ 633 | ||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,325,000 | ||||||||||||
Net loss | (5,182) | (5,182) | $ 0 | $ (5,182) | |||||||||
Ending Balance at Mar. 31, 2021 | 19,818 | 24,367 | (5,182) | $ 633 | |||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 6,325,000 | ||||||||||||
Ending Balance at Mar. 31, 2021 | 18,430,000 | (117,973,000) | $ 135,000,000 | 1,403,000 | |||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 135,000,000 | ||||||||||||
Beginning Balance at Feb. 24, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | ||||||||
Beginning Balance (in shares) at Feb. 24, 2021 | 0 | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,367 | $ 633 | ||||||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,325,000 | ||||||||||||
Sale of 25,000,000 Public Shares, net of underwriting discounts and offering expenses | $ 237,520,334 | ||||||||||||
Sale of 25,000,000 Public Shares, net of underwriting discounts and offering expenses (shares) | 25,000,000 | ||||||||||||
Remeasurement of Class A ordinary shares to redemption value | (12,487,990) | $ 12,487,990 | (6,424,311) | (6,063,679) | (12,487,990) | ||||||||
Capital contribution(Value) | 6,400,000 | 6,399,936 | $ 64 | ||||||||||
Capital contribution(Shares) | 640,000 | ||||||||||||
Equity-based compensation | 8 | $ (8) | |||||||||||
Forfeiture of Founder Shares (share) | (75,000) | ||||||||||||
Net loss | (2,324,629) | (2,324,629) | (1,675,346) | (649,283) | |||||||||
Ending Balance at Dec. 31, 2021 | (8,387,619) | 0 | (8,388,308) | $ 64 | $ 625 | ||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 640,000 | 6,250,000 | |||||||||||
Ending Balance at Dec. 31, 2021 | $ 250,008,324 | $ 250,008,324 | $ 250,008,324 | ||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||
Ending Balance at Dec. 31, 2021 | 26,917,000 | (161,510,000) | $ 186,500,000 | 1,927,000 | |||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 186,500,000 | ||||||||||||
Remeasurement of Class A ordinary shares to redemption value | $ 8,324 | $ (8,324) | 8,324 | ||||||||||
Equity-based compensation | 55,186,000 | 55,186,000 | |||||||||||
Capital contribution(Value) | 5,550,000 | 5,550,000 | |||||||||||
Net loss | (67,486,000) | $ (67,486) | (3,981,025) | (67,486,000) | (3,981,025) | $ (3,200,799) | $ (780,226) | ||||||
Ending Balance at Mar. 31, 2022 | (12,360,320) | $ 0 | $ (12,361,009) | $ 64 | $ 625 | ||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 640,000 | 6,250,000 | |||||||||||
Ending Balance at Mar. 31, 2022 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | ||||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||
Ending Balance at Mar. 31, 2022 | $ 20,167,000 | $ (228,996,000) | $ 186,500,000 | $ 62,663,000 | |||||||||
Ending Balance (in shares) at Mar. 31, 2022 | 186,500,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes In Temporary Equity And Permanent Deficit (Parenthetical) - Social Capital Suvretta Holdings Corp. III [Member] | 10 Months Ended |
Dec. 31, 2021 USD ($) shares | |
Temporary Equity Stock Issued During The Period Shares | shares | 25,000,000 |
Proceeds from Issuance of Private Placement | $ 6,400,000 |
Private Placement [Member] | |
Proceeds from Issuance of Private Placement | $ 640,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (67,486,000) | $ (11,609,000) | $ (55,146,000) | $ (26,749,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation and amortization | 710,000 | 361,000 | 1,984,000 | 964,000 | ||
Equity-based compensation expense | 52,684,000 | 175,000 | 699,000 | 730,000 | ||
Changes in operating assets and liabilities: | ||||||
Other assets | (3,843,000) | 249,000 | (5,704,000) | (809,000) | ||
Accounts payable and accrued expenses | 1,519,000 | 3,568,000 | 7,868,000 | 683,000 | ||
Income taxes payable | 957,000 | |||||
Net cash used in operating activities | (15,459,000) | (7,256,000) | (50,299,000) | (25,181,000) | ||
Cash Flows from Investing Activities: | ||||||
Proceeds from sale of equipment | 1,000 | 0 | ||||
Purchase of equipment and facility expansion | (839,000) | (1,389,000) | (5,192,000) | (5,456,000) | ||
Net cash used in investing activities | (839,000) | (1,389,000) | (5,191,000) | (5,456,000) | ||
Cash Flows from Financing Activities | ||||||
Payments on finance leases | (8,000) | (7,000) | (30,000) | (11,000) | ||
Borrowings under related party notes payable | 20,000,000 | |||||
Net cash contribution | 5,550,000 | 20,000,000 | 71,500,000 | 20,000,000 | ||
Net cash flows from financing activities | 25,542,000 | 19,993,000 | 71,470,000 | 19,989,000 | ||
Net change in cash and cash equivalents | 9,244,000 | 11,348,000 | 15,980,000 | (10,648,000) | ||
Cash, beginning of period | 20,558,000 | 4,577,000 | 4,577,000 | |||
Cash, beginning of period | 20,558,000 | 4,578,000 | 4,578,000 | 15,226,000 | ||
Cash, end of period | $ 15,925,000 | 29,802,000 | 15,925,000 | $ 20,558,000 | 20,558,000 | 4,577,000 |
Cash, end of period | 20,558,000 | 20,558,000 | 4,578,000 | |||
Supplemental disclosure of non-cash investing activities: | ||||||
Right of use assets obtained in exchange for lease obligations | 496,000 | |||||
Equipment and facility expansion included in accounts payable and accrued expenses | 501,000 | $ 910,000 | 1,295,000 | $ 1,840,000 | ||
Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | (5,182) | (3,981,025) | (2,324,629) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Formation costs paid by Sponsor in exchange for issuance of Founder Shares | 5,000 | 5,000 | ||||
Interest earned on marketable securities held in Trust Account | 0 | (25,176) | (8,324) | |||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 84,851 | (751,689) | ||||
Accounts payable | 5,000 | |||||
Accrued expenses | 1,864,796 | |||||
Advances from related party | 33,623 | |||||
Accounts payable and accrued expenses | 44 | 3,499,128 | ||||
Net cash used in operating activities | (138) | (388,599) | (1,209,846) | |||
Cash Flows from Investing Activities: | ||||||
Investment of cash into Trust Account | (250,000,000) | |||||
Net cash used in investing activities | (250,000,000) | |||||
Cash Flows from Financing Activities | ||||||
Proceeds from sale of Public Shares, net of underwriting discounts paid | 245,600,000 | |||||
Proceeds from sale of Private Placement Shares | 6,400,000 | |||||
Advances from related party | 97,319 | |||||
Repayment of advances from related party | (87,319) | |||||
Proceeds from promissory note—related party | 255 | 300,000 | ||||
Repayment of promissory note—related party | (300,000) | |||||
Payment of offering costs | (117) | (359,666) | ||||
Net cash flows from financing activities | 138 | 251,650,334 | ||||
Net change in cash and cash equivalents | (388,599) | 440,488 | ||||
Cash, beginning of period | 440,488 | |||||
Cash, end of period | $ 51,889 | 440,488 | $ 440,488 | |||
Non-Cash Investing and Financing Activities: | ||||||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 20,000 | 20,000 | ||||
Remeasurement of Class A ordinary shares subject to possible redemption | 12,487,990 | |||||
Deferred underwriting fee payable | $ 7,700,000 | |||||
Offering costs included in accrued offering costs. | $ 5,000 |
Description Of Organization, Bu
Description Of Organization, Business Operations And Going Concern | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Description Of Organization, Business Operations And Going Concern | Note 1: The Company ProKidney LLC was formed as a Bermuda limited liability company on December 12, 2018 and funded with $75,000,000 on December 31, 2018. On January 9, 2019 (the “Acquisition Date”), ProKidney LLC acquired all of the equity interests in inRegen and Twin City Bio LLC (“TC Bio”) for $62,000,000. inRegen was duly incorporated under the Cayman Islands Companies Act (as amended) on December 21, 2015 as an exempted company. During 2020, inRegen’s name was changed to ProKidney (and is referred to herein as “ProKidney-KY”), “ProKidney-US”). ProKidney-US ProKidney acquired the equity interests in ProKidney-KY ProKidney-US ProKidney-KY, ProKidney-US’s Because ProKidney is a limited partnership, the debts, obligations and liabilities of the Company (as defined below), whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and no holder of equity interests in ProKidney (“members’ equity”) is obligated personally for any such debt, obligation or liability of the Company solely by reason of being a holder of members’ equity. On January 18, 2022, the Company executed a definitive business combination agreement (the “Business Combination Agreement”), with Social Capital Suvretta Holdings Corp. III (“SCS”). Under the terms of the Business Combination Agreement, the Company will become a subsidiary of SCS and will be organized in an umbrella partnership corporation (“Up-C”) | Note 1: The Company ProKidney LLC was formed as a Bermuda limited liability company on December 12, 2018 and funded with $75,000,000 on December 31, 2018. On January 9, 2019 (the “Acquisition Date”), ProKidney LLC acquired all of the equity interests in inRegen and Twin City Bio LLC (“TC Bio”) for $62,000,000. inRegen was duly incorporated under the Cayman Islands Companies Act (as amended) on December 21, 2015 as an exempted company. During 2020, inRegen’s name was changed to ProKidney (and is referred to herein as “ProKidney-KY”), “ProKidney-US”). ProKidney-US ProKidney acquired the equity interests in ProKidney-KY ProKidney-US ProKidney-KY, ProKidney-US’s Because ProKidney is a limited partnership, the debts, obligations and liabilities of the Company (as defined below), whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and no holder of equity interests in ProKidney (“members’ equity”) is obligated personally for any such debt, obligation or liability of the Company solely by reason of being a holder of members’ equity. | |
Social Capital Suvretta Holdings Corp. III [Member] | |||
Description Of Organization, Business Operations And Going Concern | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Social Capital Suvretta Holdings Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021. The Company 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 (a “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of Marc non-operating The registration statements for the Company’s Initial Public Offering became effective on June 29, 2021 and June 30, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares (the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $250,000,000, which is described in Note 3. The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed financial statements. Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the sale of 640,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $6,400,000, which is described in Note 4. Transaction costs amounted to $12,479,666, consisting of $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees and $379,666 of other offering costs. In connection 2a-7 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-Business Company has not completed a Business Combination within the Combination Period or during any applicable extension period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company per-share below. In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, in no event will the Company redeem the Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of the Public Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination. If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and will file proxy materials with the SEC. If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the Company. The Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against a Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor and pre-Business The Company per-share The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. None of the Company’s directors or officers will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses. Proposed ProKidney Business Combination On January 18, 2022, the Company entered into a Business Combination Agreement (the “ProKidney Business Combination Agreement”) with ProKidney LP, a limited partnership registered under the laws of Ireland (“ProKidney”), acting through its general partner ProKidney GP Limited, a private limited company incorporated under the laws of Ireland (“Legacy GP”). The ProKidney Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, prior to or at the closing of the ProKidney Business Combination Agreement (the “Closing”), the following transactions will occur (together with the other transactions contemplated by the ProKidney Business Combination Agreement, the “ProKidney Business Combination”): (1) ProKidney will issue to the Company a number of common units of ProKidney (“Post-Combination ProKidney Common Units”) equal to the number of fully diluted outstanding ordinary shares of the Company as of immediately prior to the Closing (but after giving effect to all redemptions of Public Shares and the purchase of Class A ordinary shares pursuant to one or more subscription agreements (the “PIPE Investment”)), in exchange for (a) (x) new Class B ordinary shares (“New ProKidney Class B ordinary shares”), which shares will have no economic rights but will entitle the holders thereof to vote on all matters on which shareholders of the Company are entitled to vote generally, and (y) restricted stock rights in respect of New ProKidney Class B ordinary shares (“New ProKidney Class B PMEL RSRs”), which restricted stock rights shall convert into New ProKidney Class B ordinary shares upon the vesting of the associated restricted common unit of ProKidney, (b) an amount in cash equal to the aggregate proceeds obtained by the Company in the PIPE Investment and (c) an amount in cash equal to the aggregate proceeds available for release to the Company from the Trust Account (after giving effect to all redemptions of Public Shares and after payment of any deferred underwriting commissions being held in the Trust Account and payment of certain transaction expenses); (2) Legacy GP will resign as the general partner of ProKidney and a private limited company incorporated under the laws of Ireland (“New GP”) will be admitted as the general partner of ProKidney; (3) ProKidney will distribute to the ProKidney unitholders the New ProKidney Class B ordinary shares and New ProKidney Class B PMEL RSRs received pursuant to clause (i)(a) (x) and (y) above; and (4) certain holders of ProKidney units will receive an aggregate of 17,500,000 restricted common units of ProKidney (“Earnout RCUs”) and 17,500,000 restricted stock rights of the Company (“Earnout RSRs” and, together with the Earnout RCUs, the “Earnout Rights”), which Earnout Rights will vest in three equal tranches upon the trading price of a Class A ordinary share reaching $15.00 per per per On January 18, 2022, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (“PIPE Investors”) pursuant to which the PIPE Investors have subscribed for an aggregate of 57,500,000 Class A ordinary shares for a price of $10.00 per share for an aggregate purchase price of $575,000,000, of which (1) $156,400,000 is committed by certain existing directors, officers and equityholders of, or investment funds managed by Suvretta Capital Management, LLC, the Company, the Sponsor and/or their respective affiliates participating in the PIPE Investment (collectively, the “Sponsor Related PIPE Investors”), and (2) at least $50,000,000 (which may, at the election of such investors, be increased to up to $100,000,000) is committed by certain existing directors, officers and unitholders of ProKidney and/or its affiliates participating in the PIPE Investment (the “ProKidney Related PIPE Investors”); provided that the ProKidney Related PIPE Investors may elect instead to purchase Post-Combination ProKidney Common Units, together with a corresponding number of Class B ordinary shares, in lieu of Class A ordinary shares. The Subscription Agreements are subject to certain conditions, including that there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the shares under the Subscription Agreements; the terms of the ProKidney Business Combination Agreement shall not have been amended, and the minimum cash condition therein shall not have been waived, in a manner that is materially adverse to the investor party to the Subscription Agreement; and the representation and warranties of the parties to the Subscription Agreement shall be accurate (subject to agreed materiality thresholds). Following the Closing, the combined company will be organized in an umbrella partner ship-C “Up-C”) The consummation of the proposed ProKidney Business Combination is subject to certain conditions as further described in the ProKidney Business Combination Agreement. Risks and Uncertainties Management COVID-19 Liquidity and Going Concern As of March 31, 2022, the Company had $51,889 in its operating bank account and working capital deficit of $4,817,570. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note (as defined in Note 9)), loan the Company additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain such additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the condensed financial statements. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. We have performed an assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Social Capital Suvretta Holdings Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021. The Company 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 (a “Business Combination”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of ProKidney LP (see Note 9). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statements for the Company’s Initial Public Offering became effective on June 29, 2021 and June 30, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares (the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $250,000,000, which is described in Note 3. The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the financial statements. Substantially concurrently with the closing of the Initial Public Offering , the Company consummated the sale of 640,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $6,400,000, which is described in Note 4. Transaction costs amounted to $12,479,666, consisting of $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees and $379,666 of other offering costs. In connection with the closing of the Initial Public Offering on July 2, 2021, an amount of $250,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions of Rule 2a-7 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-Business The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (a) in connection with a general meeting called to approve the Business Combination or (b) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares at a per-share In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, in no event will the Company redeem the Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of the Public Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination. If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and will file proxy materials with the SEC. If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the Company. The Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against a Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s directors and officers have agreed to waive: (a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of a Business Combination; (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to % of the Public Shares if the Company does not complete a Business Combination within the Combination Period, or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-Business The Company will have until July per-share The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Going Concern As of December 31, 2021, the Company had $440,488 in its operating bank accounts and working capital deficit of $935,119. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies | Note 2: Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements reflect the operations of ProKidney and its wholly-owned subsidiaries consisting of ProKidney-KY ProKidney-US These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the Company’s financial information. These interim results and cash flows for any interim period are not necessarily indicative of the results to be expected for the full year. Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States of America (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. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company performed an analysis of its ability to continue as a going concern. As of March 31, 2022, the Company had an accumulated deficit of $228,996,000. The Company has generated losses from operations for each year since its inception. The Company intends to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for general and administrative expenses, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, the Company will achieve profitability are uncertain. The Company’s ability to achieve profitability will depend, among other things, on successfully completing clinical studies, obtaining requisite regulatory approvals, establishing appropriate pricing for its product with payers, and raising sufficient funds to finance the Company’s activities. No assurance can be given that the Company’s clinical development efforts will be successful, that regulatory approvals will be obtained, or that the Company will be able to achieve appropriate pricing and market access or that profitability, if achieved, can be sustained. These matters raise substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2022, the Company has cash and cash equivalents of $29,802,000, and remaining availability of $80,000,000 under its two promissory note agreements with certain holders of its Class A Units (the “Promissory Notes”). The Company believes that these sources of liquidity will not be sufficient to fund its obligations for the next twelve months. The condensed consolidated financial statements do not include any adjustments related to the outcome of this uncertainty. Our ability to execute our operating plan depends on our ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Even if we raise additional capital, we may also be required to modify, delay or abandon some of our plans which could have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives. Use of Estimates The preparation of 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 assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of expenses during the reported periods. Certain estimates in these condensed consolidated financial statements have been made in connection with the calculation of research and development expenses, equity-based compensation expense and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items. Concentrations of Credit Risk Cash and equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. Accrued Expenses Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, December 31, Compensation $ 818 $ 1,832 Clinical study related costs 653 2,031 Accrued legal 3,095 964 Manufacturing improvement costs 3,137 4,164 Other accrued expenses 414 222 Total accrued expenses and other $ 8,117 $ 9,213 Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries, benefits, third party license fees, and external costs of outside vendors engaged to conduct manufacturing and preclinical development activities and clinical trials. The Company records accruals based on estimates of services received, efforts expended, and amounts owed pursuant to contracts with numerous contract research organizations. In the normal course of business, the Company contracts with third parties to perform various clinical study activities in the ongoing development of potential products. The financial terms of these agreements are subject to negotiation and variation from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events and the completion of portions of the clinical study or similar conditions. The objective of the Company’s accrual policy is to match the recording of expenses in its financial statements to the actual services received and efforts expended. As such, expense accruals related to clinical studies are recognized based on the Company’s estimate of the degree of completion of the event or events specified in the specific clinical study. The Company records nonrefundable advance payments it makes for future research and development activities as prepaid expenses. Prepaid expenses are recognized as expense in the Condensed Consolidated Statement of Operations and Comprehensive Loss as the Company receives the related goods or services. Costs incurred in obtaining technology licenses are charged to research and development expense as purchased in-process Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows: Computer equipment and software 3-5 Furniture and equipment 5-7 Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): March 31, December 31, Furniture and equipment $ 2,220 $ 2,180 Computer equipment and software 589 569 Leasehold improvements 10,520 10,517 Construction in progress 631 351 Less: accumulated depreciation (2,857 ) (2,259 ) Total fixed assets, net $ 11,103 $ 11,358 Depreciation expense for the three months ended March 31, 2022 and 2021 was $593,000 and $176,000, respectively. Intangible Assets Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350—Intangibles—Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): March 31, December 31, Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 699 645 Net carrying amount $ 374 $ 428 Estimated amortization expense for the remaining nine months of 2022 is $154,000, $215,000 for the year ended December 31, 2023 and $5,000 for the year ended December 31, 2024. Amortization expense relating to the assembled workforce intangible asset was $54,000 for each of the three months ended March 31, 2022 and 2021. Impairment of Long-Lived Assets Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the three months ended March 31, 2022 or 2021. Income Taxes The Company was organized as a limited liability company, is now 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. ProKidney-US ProKidney-KY ProKidney-KY 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 statement 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 March 31, 2022 and December 31, 2021. Interest and penalties related to income taxes are included in the benefit (provision) 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 • 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 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 non-lease 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 The Deed for the Establishment of a Limited Partnership of ProKidney LP, dated as of August 5, 2021 (the “Limited Partnership Agreement”) which replaced the Amended and Restated Limited Liability Company Agreement of ProKidney LLC as the governing document of the parent entity in the Company, allows 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 (as defined in the Limited Partnership Agreement). On January 17, 2022, the Company amended and restated its Limited Partnership Agreement (the “Amended and Restated Limited Partnership Agreement”) in part to authorize the issuance of up to 50,000,000 Class B Units (including Class B-1 The Company measures compensation expense for Profits Interests based on estimated fair values at the time of grant. The Company estimates the fair value of Profits Interests using generally accepted valuation procedures. The Company recognizes compensation expense, on a straight-line basis, for the portion of the Profits Interests’ value that is expected to vest over the requisite service period. The Company records forfeitures of Profits Interests as they occur. Segments The Company operates in only one segment. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, right-of-use right-of-use No. 2016-02, Subsequent Events The Company has evaluated subsequent events through June 10, 2022, which is the date the consolidated financial statements were available to be issued. See additional information in Note 9. | Note 2: Significant Accounting Policies Basis of Presentation The consolidated financial statements reflect the operations of ProKidney and its wholly-owned subsidiaries consisting of ProKidney-KY ProKidney-US The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). These consolidated financial statements are presented in U.S. Dollars. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company performed an analysis of its ability to continue as a going concern. As of December 31, 2021, the Company had an accumulated deficit of $161,510,000. The Company has generated losses from operations for each year since its inception including losses from operations of $55,146,000 and $26,749,000 for the years ended December 31, 2021 and 2020, respectively. The Company intends to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for general and administrative expenses, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, the Company will achieve profitability are uncertain. The Company’s ability to achieve profitability will depend, among other things, on successfully completing clinical studies, obtaining requisite regulatory approvals, establishing appropriate pricing for its product with payers, and raising sufficient funds to finance the Company’s activities. No assurance can be given that the Company’s clinical development efforts will be successful, that regulatory approvals will be obtained, or that the Company will be able to achieve appropriate pricing and market access or that profitability, if achieved, can be sustained. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that, based on its current business plan, its existing cash and cash equivalents of $20,558,000 at December 31, 2021 will not be sufficient to fund its obligations for the next 12 months. The consolidated financial statements do not include any adjustments related to the outcome of this uncertainty. Our ability to execute our operating plan depends on our ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Even if we raise additional capital, we may also be required to modify, delay or abandon some of our plans which could have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives. Use of Estimates The preparation of 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 assets and liabilities at the date of the consolidated financial statements, and the amounts of expenses during the reported periods. Certain estimates in these consolidated financial statements have been made in connection with the calculation of research and development expenses, equity-based compensation expense and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items. Concentrations of Credit Risk Cash and equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. Accrued Expenses Accrued expenses which have been presented on the consolidated balance sheets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, Compensation $ 1,832 $ 1,085 Clinical study related costs 2,031 1,154 Facility expansion costs 19 1,709 Accrued legal 964 — Manufacturing improvement costs 4,164 — Other accrued expenses 203 548 Total accrued expenses and other $ 9,213 $ 4,496 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 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 Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows: Computer equipment and software 3- 5 Furniture and equipment 5- 7 Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): December 31, December 31, Furniture and equipment $ 2,180 $ 2,011 Computer equipment and software 569 130 Leasehold improvements 10,517 76 Construction in progress 351 7,854 Less: accumulated depreciation (2,259 ) (1,157 ) Total fixed assets, net $ 11,358 $ 8,914 Depreciation expense for the years ended December 31, 2021 and 2020 was $1,451,000 and $606,000, respectively. Intangible Assets Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350—Intangibles—Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): December 31, December 31, Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 645 431 Net carrying amount $ 428 $ 642 Estimated amortization expense for each of the years 2022 through 2023 is $215,000 and $5,000 for 2024. Amortization expense relating to the assembled workforce intangible asset was $214,000 for the year ended December 31, 2021 and $215,000 for the year ended December 31, 2020. Impairment of Long-Lived Assets Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the years ended December 31, 2021 or 2020. Income Taxes The Company was organized as a limited liability company, is now 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. ProKidney-US ProKidney-KY ProKidney-KY 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 December 31, 2021. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the Company’s Consolidated Statements of Operations. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions The carrying values of cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. There are no available-for-sale 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 non-lease 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 The Deed for the Establishment of a Limited Partnership of ProKidney LP, dated as of August 5, 2021 (the “Limited Partnership Agreement”) which replaced the Amended and Restated Limited Liability Company Agreement of ProKidney LLC as the governing document of the parent entity in the Company, allows 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 (as defined in the Limited Partnership Agreement). The Company measures compensation expense for Profits Interests based on estimated fair values at the time of grant. The Company estimates the fair value of Profits Interests using generally accepted valuation procedures. The Company recognizes compensation expense, on a straight-line basis, for the portion of the Profits Interests’ value that is expected to vest over the requisite service period. The Company records forfeitures of Profits Interests as they occur. Defined Contribution Plan The Company sponsors a 401(k) plan for its ProKidney-US ProKidney-KY ProKidney-US ProKidney-US ProKidney-US ProKidney-KY ProKidney-KY ProKidney-KY Segments The Company operates in only one segment. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, right-of-use right-of-use No. 2016-02, Subsequent Events The Company has evaluated subsequent events through April 11, 2022, which is the date the consolidated financial statements were available to be issued. See additional information in Notes 5 and 8. Note 3: Income Taxes The Company’s subsidiary, ProKidney-US, | |
Social Capital Suvretta Holdings Corp. III [Member] | |||
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market fund which is invested primarily in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as permanent deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying value of redeemable ordinary shares are affected by charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,479,666 ) Plus: Accretion of carrying value to redemption value 12,487,990 Class A ordinary shares subject to possible redemption, December 31, 250,008,324 Plus: Remeasurement of carrying value to redemption value (8,324 ) Class A ordinary shares subject to possible redemption, March 31, 2022 $ 250,000,000 Offering Costs The Company ASC 340-10-S99-1. Offering costs As the shares sold in the IPO are redeemable, the offering costs were charged to temporary equity and additional paid-in Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company 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. As such, the Company’s tax provision was zero for the periods presented. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Three Months Ended For the Period from March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,200,799 ) $ (780,226 ) $ — $ (5,182 ) Denominator: Basic and diluted weighted average shares outstanding 25,640,000 6,250,000 — 5,500,000 Basic and diluted net loss per ordinary share $ (0.12 ) $ (0.12 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Accrued Expenses At March 31, 2022, accrued expenses includes $4,095,414 of legal expense, $283,348 of printing expense, $529,688 of due diligence expense, $363,740 of professional fee expense and $70,000 of regulatory fee expe nse , of which $2,500,000 of legal expense, $247,188 of consulting expense and $534,906 of other transactional related expenses incurred in connection with the Business Combination with ProKidney. At December 31, 2021, accrued expenses includes $1,506,528 of legal expense, $5,000 of printing expense, $282,500 of due diligence expense, $70,000 of regulatory filing fee and $770 of accounting expense. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying value of redeemable ordinary shares are affected by charges against additional paid-in At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,479,666 ) Plus: Increase of carrying value to redemption value 12,487,990 Class A ordinary shares subject to possible redemption $ 250,008,324 Offering Costs The Company ASC 340- 10-S99-1. Offering costs paid-in Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company 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. As such, the Company’s tax provision was zero for the period presented. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 25, 2021 (Inception) Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (1,675,346 ) $ (649,283 ) Denominator: Basic and diluted weighted average shares outstanding 15,101,877 5,852,751 Basic and diluted net loss per ordinary share $ (0.11 ) $ (0.11 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Accrued Expense Accrued expenses includes $1,506,528 of accrued legal expense, $5,000 of accrued printing expense, $282,500 of accrued due diligence expense, $70,000 of accrued regulatory filing fee and $770 of accrued accounting expense. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Public Shares, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at a price of $10.00 per Public Share. Unlike some other initial public offerings of special purpose acquisition companies, investors in the Initial Public Offering did not receive any warrants (which would typically become exercisable following completion of the Business Combination). The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed financial statements. | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Public Shares, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at a price of $10.00 per Public Share. Unlike some other initial public offerings of special purpose acquisition companies, investors in the Initial Public Offering did not receive any warrants (which would typically become exercisable following completion of the Business Combination). The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the financial statements. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Tax | Note 3: Income Taxes The Company’s subsidiary, ProKidney-US, 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. The difference between the Company’s effective tax rate of (1.5)% for the three months ended March 31, 2022 and the U.S. statutory rate of 21% is primarily attributable to the Company and ProKidney-KY For tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 (the “TCJA”) requires specified research and development expenses to be capitalized and amortized ratably over a five-year period. The adoption of this provision of the TCJA is the primary driver of income tax expense recognized during the three months ended March 31, 2022. There are no net unrecognized tax benefits as of March 31, 2022 which, if recognized, would affect our effective tax rate. We expect none of the gross unrecognized tax benefits will decrease within the next year. There have been no significant changes in the Company’s uncertain tax positions during the three months ended March 31, 2022. | Note 3: Income Taxes The Company’s subsidiary, ProKidney-US, The provision for income tax expense consisted of the following for the year ended December 31, 2021 and 2020 (in thousands): December 31, December 31, Current: Federal $ 72 $ (242 ) State (34 ) 10 Total current income tax expense (benefit) 38 (232 ) Deferred: Federal — — State — — Total deferred income tax expense — — Income tax expense (benefit) $ 38 $ (232 ) The difference between the statutory rate for federal income tax and the effective income tax rate was as follows: December 31, December 31, Current: Income taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit — — LLC flow-through structure (21.4 ) (21.5 ) Federal Credits 1.8 2.3 Provision to return adjustment — 0.2 Change in valuation allowance (1.3 ) (1.1 ) Other (0.2 ) — Effective income tax rate (0.1 )% 0.9 % Components of the Company’s deferred tax assets and liabilities included in the consolidated balance sheet consisted of the following (in thousands): December 31, December 31, Deferred tax assets: Accrued bonus $ 376 $ 243 Fixed assets — 108 Federal credit carryforwards 939 331 Leases 28 — Start-up 39 48 Deferred tax assets before valuation allowance 1,382 730 Valuation allowance 1,237 560 Total deferred tax assets 145 170 Deferred tax liabilities: Intangible assets 90 148 Fixed assets 47 — Prepaid expenses 8 22 Total deferred tax liabilities 145 170 Net deferred tax asset $ — $ — 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. Accordingly, the Company has provided a valuation allowance of $1,237,000 and $560,000 respectively for December 31, 2021 and 2020, to offset the net deferred tax assets. The Company has $1,118,000 in Research Credit Carryforwards that begin to expire in 2040. A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, Unrecognized tax benefits (gross): Benefits at the beginning of the year $ — $ — Increase related to prior year tax positions 94 — Decrease related to prior year tax positions — — Increase related to current year tax positions 86 — Benefits at the end of the year $ 180 $ — There are no net unrecognized tax benefits as of December 31, 2021 which, if recognized, would affect our effective tax rate. We expect none of the gross unrecognized tax benefits will decrease within the next year. In March 2020, the World Health Organization declared coronavirus (COVID-19) non-income Tax years 2018 through 2021 remain subject to examination by federal and state authorities. |
Private Placement
Private Placement | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Private Placement | NOTE 4. PRIVATE PLACEMENT Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased 640,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,400,000. Each Private Placement Share is identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 7. A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless. | NOTE 4. PRIVATE PLACEMENT Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased 640,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,400,000. Each Private Placement Share is identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 7. A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless. |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | Note 4: Leases In February 2016, the FASB issued ASU 2016-02: right-of-use 2016-02 2018-11, The Company elected the package of practical expedients referenced in ASU 2016-02, non-lease right-of-use The Company has operating leases for real estate (primarily office space) and certain equipment with various expiration dates. The Company also has one finance lease for certain equipment. Rent expense was $89,000 and $81,000, for the three months ended March 31, 2022 and 2021, respectively. The following table summarizes the classification of operating and finance lease assets and obligations in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, Operating leases: Right of use assets $ 1,579 $ 1,139 Operating lease liabilities, current 295 235 Operating lease liabilities, noncurrent 1,354 985 Total operating lease liabilities $ 1,649 $ 1,220 Finance leases: Right of use assets $ 94 $ 102 Finance lease liabilities, current $ 33 $ 32 Finance lease liabilities, noncurrent 74 82 Total finance lease liabilities $ 107 $ 114 Maturities of lease liabilities for the Company’s operating and finance leases are as follows for the year ending March 31, 2022 (in thousands): Operating Finance Total 2022 (remaining nine months) $ 315 $ 30 $ 345 2023 428 40 468 2024 440 40 480 2025 440 7 447 2026 355 — 355 Thereafter 15 — 15 Total lease payments 1,993 117 2,110 Less: imputed interest (344 ) (10 ) (354 ) Present value of lease liabilities $ 1,649 $ 107 $ 1,756 The weighted average remaining lease term for operating leases is 4.5 years, and 3.0 years for the finance lease. The weighted average discount rate is 8.5%. | Note 4: Leases In February 2016, the FASB issued ASU 2016-02: right-of-use 2016-02 2018-11, The Company elected the package of practical expedients referenced in ASU 2016-02, not to separate lease and non-lease right-of-use The Company has operating leases for real estate (primarily office space) and certain equipment with various expiration dates. The Company also has one finance lease for certain equipment. Rent expense was $434,000 and $314,000, for the years ended December 31, 2021 and 2020, respectively. The following table summarizes the classification of operating and finance lease assets and obligations in the Company’s Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 (in thousands): December 31, December 31, Operating leases: Right of use assets $ 1,139 $ 1,415 Operating lease liabilities, current 235 195 Operating lease liabilities, noncurrent 985 1,219 Total operating lease liabilities $ 1,220 $ 1,414 Finance leases: Right of use assets $ 102 $ 145 Finance lease liabilities, current 32 30 Finance lease liabilities, noncurrent 82 115 Total finance lease liabilities $ 114 $ 145 Maturities of lease liabilities for the Company’s operating and finance leases are as follows for the year ending December 31, 2021 (in thousands): Operating Leases Finance Leases Total 2022 $ 326 $ 40 $ 366 2023 332 40 372 2024 341 40 381 2025 282 7 289 2026 180 — 180 Thereafter — — — Total lease payments 1,461 127 1,588 Less: imputed interest (241 ) (13 ) (254 ) Present value of lease liabilities $ 1,220 $ 114 $ 1,334 The weighted average remaining lease term for operating leases is 4.4 years, and 3.3 years for the finance lease. The weighted average discount rate is 8.5%. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | Note 5: Related Party Debt On January 18, 2022, in connection with the Business Combination Agreement, the Company entered into the Promissory Notes. Through such promissory notes, the holders may fund up to $100,000,000 to support the operational financing needs of the Company prior to the closing of the Business Combination. These notes bear interest at a rate of 3% per annum and are due upon the earliest of either (i) the date on which the Business Combination closes or (ii) January 17, 2023. Drawdowns on the Promissory Notes may be made in multiples of $10,000 unless otherwise agreed upon. Once an amount is drawn down under the Promissory Notes, it is no longer available for future drawdown requests even if prepaid. During the three months ended March 31, 2022, the Company borrowed $20,000,000 under this agreement, leaving remaining availability of $80,000,000 as of March 31, 2022. | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for which the Sponsor received 5,750,000 Class B ordinary shares (the “Founder Shares”). On June 29, 2021, the Company effected a share capitalization with respect to its Class B ordinary shares of 575,000 shares thereof, resulting in the Company’s initial shareholders holding an aggregate of 6,325,000 Founder Shares. All share and per-share In June 2021, the Sponsor transferred 30,000 Founder Shares to Marc Semigran, an independent director of the Company. The sale of the Founders Shares to the Company’s director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 30,000 shares granted to the Company’s director was $214,160 or approximately $7.14 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement in which it will pay an affiliate of the Sponsor $10,000 per month, commencing on June 30, 2021, for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company incurred $30,000 in fees for these services, of which is included in due to related party in the accompanying condensed balance sheet. For the period from February 25, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services. Due to Related Party As of March 31, 2022, an affiliate of the Sponsor had advanced the Company $33,623 for working capital purposes, of which $0 was repaid during the three months ended March 31, 2022. As of March 31, 2022, and December 31, 2021, the outstanding balance under the advances amounted to $43,623 and $10,000 respectively. Promissory Note—Related Party On March 2, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Pre-IPO Pre-IPO non-interest Pre-IPO Pre-IPO Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to (other than pursuant to the Promissory Note (see Note 9)), loan the Company additional funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. As of March 31, 2022 and December 31, 2021, there were no outstanding amounts under the Working Capital Loans. Subscription Agreements Concurrently with the execution of the ProKidney Business Combination Agreement, the Company entered into Subscription Agreements with the Sponsor Related PIPE Investors, pursuant to which the Sponsor Related PIPE Investors have subscribed for Class A ordinary shares. The Sponsor Related PIPE Investors are expected to fund $156,400,000 of the PIPE Investment, for which they will receive 15,640,000 Class A ordinary shares. Specifically, (i) SC Master Holdings, LLC, an entity affiliated with Mr. Palihapitiya, subscribed for 12,500,000 Class A ordinary shares and (ii) Averill Master Fund, Ltd., an entity affiliated with Mr. Mehta, subscribed for 3,140,000 Class A ordinary shares. The PIPE Investment will be consummated substantially concurrently with the Closing. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for which the Sponsor received 5,750,000 Class B ordinary shares (the “Founder Shares”). On June 29, 2021, the Company effected a share capitalization with respect to its Class B ordinary shares of 575,000 shares thereof, resulting in the Company’s initial shareholders holding an aggregate of 6,325,000 Founder Shares. All share and per-share In June 2021, the Sponsor transferred 30,000 Founder Shares to Marc Semigran, an independent director of the Company. The sale of the Founders Shares to the Company’s director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 30,000 shares granted to the Company’s director was $214,160 or approximately $7.14 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence. As of December 31, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement in which it will pay an affiliate of the Sponsor $10,000 per month, commencing on June 30, 2021, for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the period from February 25, 2021 (inception) through December 31, 2021, the Company incurred $60,000 in fees for these services, of which such amount was recognized in Operating and Formation Costs in the accompanying statement of operations. Advances from Related Party As of December 31, 2021, the Sponsor had advanced the Company $97,319 for working capital purposes, inclusive of the administrative services agreement noted above, of which $87,319 was repaid during the period ended December 31, 2021. As of December 31, 2021, the outstanding balance was $10,000. Promissory Note—Related Party On March 2, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. As of December 31, 2021, there were no outstanding amounts under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 29, 2021, the holders of the Founder Shares, Private Placement Shares and any Private Placement Shares that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. At the closing of the ProKidney Business Combination, the Company will enter into the Registration Rights Agreement, with the Sponsor, the Company’s directors and the Closing ProKidney unitholders, which will replace the existing registration rights agreement. Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the ProKidney Disclosure Statement filed by the Company with the SEC on February 14, 2022. The Demands seek additional disclosures to remedy these purported deficiencies. We believe that the allegations in the Demands are meritless. Underwriting Agreement The underwriters are entitled to a deferred underwriting commission of $7,700,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Restricted Stock Unit Award In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Uma Sinha, Ph.D., the Company agreed to grant 30,000 restricted stock units (“RSUs”) to Dr. Sinha, which grant is contingent on both the consummation of a Business Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 30,000 Class A ordinary shares of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the vesting date and March 15 of the year following the year in which vesting occurs. The RSUs granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2022, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified). | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 29, 2021, the holders of the Founder Shares, Private Placement Shares and any Private Placement Shares that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred underwriting commission of $7,700,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Restricted Stock Unit Award In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Uma Sinha, Ph.D., the Company agreed to grant restricted stock units (“RSUs”) to Dr. Sinha, which grant is contingent on both the consummation of a Business Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent Class A ordinary shares of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the vesting date and March of the year following the year in which vesting occurs. The RSUs to be granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs to be granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2021, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified). |
Members' Equity
Members' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Members' Equity [Abstract] | ||
Members' Equity | Note 6: Members’ Equity Ownership interests in the Company are represented by two classes of units, Class A units and Class B units. The terms of the units are governed by the LLC Agreement. As of March 31, 2022, there are 190,000,000 Class A and 50,000,000 Class B Units authorized (including Class B-1 Holders of Class A units have voting rights and rights to profits and losses of the Company and distributions from the Company. No Class A units were issued during the three months ended March 31, 2022. During the three months ended March 31, 2022, the Company issued 6,098,901 of its Class B-1 The Class B Units are reserved for issuance of Profits Interests and do not have voting rights. The Profits Interests are designed so that the holders of Profits Interests only participate in a qualified distribution event and only if its valuation threshold is attained in such a distribution event as set forth in the Limited Partnership Agreement; provided, however, that the Limited Partnership Agreement, as amended and restated in January 2022, provides that certain qualified distribution events will result in the holders of Profits Interests receiving disproportionate distributions from ProKidney until each such holder’s threshold value has 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 have been made in accordance with the foregoing, the associated Class B Units will automatically be converted into Class A Units. | Note 5: Members’ Equity Ownership interests in the Company are represented by two classes of units, Class A Units and Class B Units. The terms of the units are governed by the LLC Agreement. As of December 31, 2021, there were 190,000,000 Class A and 10,000,000 Class B Units authorized. Holders of Class A Units have voting rights and rights to profits and losses of the Company and distributions from the Company. The following is a summary of the activity of the Class A Units: Units outstanding January 1, 2020 95,000,000 Issued 2020 20,000,000 Units outstanding December 31, 2020 115,000,000 Issued 2021 71,500,000 Units outstanding December 31, 2021 186,500,000 The Class B Units are reserved for issuance of Profits Interests and do not have voting rights. The Profits Interests are designed so that the holders of Profits Interests only participate in a qualified distribution event and only if its valuation threshold is attained in such a distribution event as set forth in the Limited Partnership Agreement; provided, however, that the Limited Partnership Agreement (as amended and restated on January 17, 2022 as contemplated by Note 8 below) provides that certain qualified distribution events will result in the holders of Profits Interests receiving disproportionate distributions from ProKidney until each such holder’s threshold value has 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 have been made in accordance with the foregoing, the associated Class B Units will automatically be converted into Class A Units. |
Temporary Equity and Permanent
Temporary Equity and Permanent Deficit | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Temporary Equity and Permanent Equity | NOTE 7. TEMPORARY EQUITY AND PERMANENT DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of record of Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that prior to a Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of its board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one sub-divisions, one-for-one-basis. Private Placement Shares | NOTE 7. TEMPORARY EQUITY AND PERMANENT DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares outstanding. Holders of record of Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that prior to a Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of its board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one sub-divisions, one-for-one-basis. Private Placement Shares |
Net Loss per Share
Net Loss per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | Note 7: Net Loss per Share Basic loss per share (“EPS”) was computed by dividing net loss by the number of weighted average units of Class A Units outstanding during the period. Diluted EPS was calculated to give effect to potentially issuable dilutive units of common units using the treasury method. For all periods presented, the vested Profits Interests have been excluded from the diluted EPS calculation as their effect would be anti-dilutive. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding: Three Months Ended March 31, 2022 2021 Numerator Net loss available to Class A Unit holders $ (67,486 ) $ (11,609 ) Denominator Weighted average Class A Units outstanding, basic and diluted 186,500,000 122,111,111 Net loss per Class A Unit Net loss per Class A Unit, basic and diluted $ (0.36 ) $ (0.10 ) | Note 6: Net Loss per Share Basic loss per share (“EPS”) was computed by dividing net loss by the number of weighted average units of Class A Units outstanding during the period. Diluted EPS was calculated to give effect to potentially issuable dilutive units of common units using the treasury method. For all periods presented, the vested Profits Interests have been excluded from the diluted EPS calculation as their effect would be anti-dilutive. The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding: Years Ended December 31, 2021 2020 Numerator Net loss available to Class A Unit holders $ (55,146 ) $ (26,749 ) Denominator Weighted average Class A Units outstanding, basic and diluted 150,706,849 104,986,301 Net loss per Class A Unit Net loss per Class A Unit, basic and diluted $ (0.37 ) $ (0.25 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,033,500 $ 250,008,324 | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,008,324 |
Equity Based Compensation
Equity Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Equity Based Compensation | Note 8: Equity Based Compensation Profits Interests Awards The issuance of Profits Interests to employees, directors, and other service providers of the Company (“Plan Participants”) is administered at the discretion of ProKidney GP Limited, the general partner of ProKidney (the “General Partner”). Profits Interests allow the Plan Participants to participate in the residual profits of the Company after the distribution of proceeds reach a minimum threshold value. The threshold value is the amount of proceeds that must be distributed to the holders of Class A Units before the Plan Participants can participate in a distribution. Under the Limited Partnership Agreement, the General Partner determines the terms and conditions of the Profits Interests issued. The threshold value assigned to each grant shall not be less than the fair market value of the Company on the date of grant. Profits Interests awards 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, or in increments of 6.25% each calendar quarter following the first anniversary date. The Profits Interests are subject to a repurchase option should the plan participant no longer be employed by the Company. The following table summarizes the activity for the three months ended March 31, 2022, related to the Company’s Class B and B-1 Number of Weighted Unvested awards outstanding at January 1, 2022 2,460,617 $ 0.36 Granted 8,498,488 6.03 Vested (449,486 ) 0.36 Forfeited (29,070 ) 6.03 Unvested awards outstanding at March 31, 2022 10,480,549 $ 4.94 As of March 31, 2022, the unrecognized compensation expense related to these awards was $50,020,000. The current weighted average remaining period over which the unrecognized compensation expense is expected to be recognized is 3.6 years. The weighted average grant date fair value of the Profits Interests granted during the three months ended March 31, 2022, was $6.03 per Class B-1 As of March 31, 2022, there remain 22,164,559 Class B Units available for issuance. Given that these instruments meet the criteria for being considered profits interests, the Company has recognized no tax benefit related to these awards. Modification to Profits Interest Awards On January 17, 2022, the Limited Partnership Agreement was amended and restated to provide that certain qualified distribution events will result in the holders of Profits Interests receiving disproportionate distributions from ProKidney until each such holder’s threshold value has 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 have been made in accordance with the foregoing, the associated Class B Units will automatically be converted into Class A Units. This amendment constitutes a modification to the Class B Units outstanding as of the date of the modification under the provisions of ASC Topic 718. In connection with the modification of its outstanding share-based compensation awards, the Company will recognize total additional compensation expense of $5,437,000 related to awards granted to its employees. The portion of this additional compensation expense attributable to vested awards of $3,715,000 was recognized immediately upon modification during the three months ended March 31, 2022. Issuance of Profits Interests to Service Provider During the three months ended March 31, 2022, the Company issued 2,750,000 fully vested Class B-1 Purchase of Class B-1 As discussed further in Note 6, certain of the Company’s employees, board members and service providers purchased 6,098,901 of its Class B-1 Class B-1 Class B-1 Compensation Expense During the three months ended March 31, 2022 and 2021, the Company recognized equity-based compensation expense of $52,686,000 and $175,000, respectively. Compensation expense related to the issuance and purchase of Class B and B-1 Three Months Ended March 31, 2022 2021 Research and development $ 17,367 $ — General and administrative 35,319 175 Total equity-based compensation expense $ 52,686 $ 175 Fair Value Estimate The Company is privately held with no active public market for its equity instruments. Therefore, for financial reporting purposes, management may periodically determine the estimated per share fair value of the Company’s equity shares (including Profits Interests) using contemporaneous valuations. These contemporaneous valuations are done using methodologies consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, also known as the Practice Aid. For the Profits Interest Awards granted during the three months ended March 31, 2022, the valuation approach utilized a hybrid method which consists of a combination of an Option Pricing Method (OPM) and a Probability Weighted Expected Return Method (PWERM) approach. Weighting allocations were assigned to the OPM and PWERM methods based upon the expected likelihood of possible future liquidity events, including the Business Combination. Under the OPM approach, the fair value of the total equity of the Company within each scenario was first estimated using a back-solve method wherein the equity value is derived from a recent transaction in the Company’s own securities, and then the total equity value is allocated to the various components of the capital structure, including the Profits Interests, using an OPM or a waterfall approach based on the specific rights of each of the equity classes. The OPM uses the fair value of the total equity of the Company within a scenario as a starting point and incorporates assumptions made regarding the expected returns and volatilities that are consistent with the expectations of market participants, and distribution of equity values is produced which cover the range of events that an informed market participant might expect. This process creates a range of equity values both between and within scenarios. The fair value measurement is sensitive to changes in the unobservable inputs. Changes in those inputs might result in a higher or lower fair value measurement. The PWERM approach is a scenario-based analysis that estimates the value per share of common stock based on the probability-weighted present value of expected future equity values for the common stock, under various possible future liquidity event scenarios, including the proposed Business Combination, in light of the rights and preferences of each class and series of stock, including the Profits Interests, discounted for a lack of marketability. In performing these valuations, management considered all objective and subjective factors that they believed to be relevant, including management’s best estimate of the Company’s business condition, prospects, and operating performance at each valuation date. Within the valuations performed, a range of factors, assumptions, and methodologies were used. The significant factors included trends within the industry, the prices at which the Company sold Class A units, the rights and preferences of the Class A units relative to the Class B units at the time of each measurement date, the results of operations, financial position, status of research and development efforts, stage of development and business strategy, the lack of an active public market for the units, and the likelihood of achieving an exit event in light of prevailing market conditions. The following reflects the key assumptions used in each of the valuation scenarios: OPM PWERM Total equity value (in thousands) $ 280,400 $ 1,750,000 Expected volatility of total equity 95 % 60 % Discount for lack of market 30 % 15 % Expected time to exit event 3.7 years 0.5 years | Note 7: Equity Based Compensation The issuance of Profits Interests to employees, directors, and other service providers of the Company (“Plan Participants”) is administered at the discretion of ProKidney GP Limited, the general partner of ProKidney (the “General Partner”). Profits Interests allow the Plan Participants to participate in the residual profits of the Company after the distribution of proceeds reach a minimum threshold value. The threshold value is the amount of proceeds that must be distributed to the holders of Class A Units before the Plan Participants can participate in a distribution. Under the Limited Partnership Agreement, the General Partner determines the terms and conditions of the Profits Interests issued. The threshold value assigned to each grant shall not be less than the fair market value of the Company on the date of grant. Profits Interests awards 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 or in increments of 6.25% each calendar quarter following the first anniversary date. The Profits Interests are subject to a repurchase option should the plan participant no longer be employed by the Company. Under the Limited Partnership Agreement (prior to its amendment and restatement on January 17, 2022), there are 10,000,000 Class B Units authorized for issuance. The following table summarizes the activity related to the Company’s Profits Interest awards for the year ended December 31, 2021: Number of Weighted Awards outstanding at December 31, 2020 4,402,398 $ 0.36 Vested (1,941,781 ) 0.36 Awards outstanding at December 31, 2021 2,460,617 $ 0.36 No Class B Units were granted to employees during the year ended December 31, 2021. As of December 31, 2021, 2,232,878 Class B Units remained unissued. Given that these instruments meet the criteria for being considered profits interest, the Company has recognized no tax benefit related to these awards. During the years ended December 31, 2021 and 2020, respectively, the Company recognized equity-based compensation expense of $699,000 and $730,000. As of December 31, 2021, the unrecognized compensation expense was $868,000. The current weighted average remaining period over which the unrecognized compensation expense is expected to be recognized is 1.4 years. The weighted average grant date fair value of the Profits Interests granted during the year ended December 31, 2020 was $0.36 per Class B unit. Fair Value Estimate The Company is privately held with no active public market for its equity instruments. Therefore, for financial reporting purposes, management may periodically determine the estimated per share fair value of the Company’s equity shares (including Profits Interests) using contemporaneous valuations. These contemporaneous valuations are done using methodologies consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, also known as the Practice Aid. The valuation approach utilized the Option Pricing Method (OPM), where the fair value of the total equity of the Company within each scenario is first estimated using a back-solve method wherein the equity value is derived from a recent transaction in the Company’s own securities, and then the total equity value is allocated to the various components of the capital structure, including the Profits Interests, using an OPM or a waterfall approach based on the specific rights of each of the equity classes. The OPM uses the fair value of the total equity of the Company within a scenario as a starting point and incorporates assumptions made regarding the expected returns and volatilities that are consistent with the expectations of market participants, and distribution of equity values is produced which cover the range of events that an informed market participant might expect. This process creates a range of equity values both between and within scenarios. The fair value measurement is sensitive to changes in the unobservable inputs. Changes in those inputs might result in a higher or lower fair value measurement. In performing these valuations, management considered all objective and subjective factors that they believed to be relevant, including management’s best estimate of the Company business condition, prospects, and operating performance at each valuation date. Within the valuations performed, a range of factors, assumptions, and methodologies were used. The significant factors included trends within the industry, the prices at which the Company sold Class A Units, the rights and preferences of the Class A Units relative to the Class B Units at the time of each measurement date, the results of operations, financial position, status of research and development efforts, stage of development and business strategy, the lack of an active public market for the units, and the likelihood of achieving an exit event in light of prevailing market conditions. The following reflects the key assumptions used in the OPM valuation: Total equity value (in thousands) $ 78,100 Expected volatility of total equity 80 % Discount for lack of market 30 % Expected time to exit event 3 years |
Subsequent Events
Subsequent Events | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Subsequent Events | Note 9: Subsequent Events On June 1, 2022, the Company issued Profits Interests to certain Plan Participants in the form of 1,478,590 Class B-1 Units. Additionally, the Company issued 549,451 of its Class B-1 Units for total value received by the Company (or its subsidiaries) of $500,000. | Note 8: Subsequent Events On January 17, 2022, the Company amended and restated its Limited Partnership Agreement (the “Amended and Restated Limited Partnership Agreement”) in part to authorize the issuance of up to 50,000,000 Class B Units (including Class B-1 Class B-1 Class B-1 The Amended and Restated Limited Partnership Agreement provides that certain qualified distribution events will result in holders of Profits Interests receiving disproportionate distributions from ProKidney until each such holder’s valuation threshold has 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 have been made in accordance with the foregoing, the associated Class B Units will automatically be converted into Class A Units. On January 18, 2022, the Company executed a definitive business combination agreement (the “Business Combination Agreement”), with Social Capital Suvretta Holdings Corp. III (“SCS”). Under the terms of the Business Combination Agreement, the Company will become a subsidiary of SCS and will be organized in an umbrella partnership corporation (“Up-C”) On January 18, 2022, in connection with the Business Combination Agreement, the Company entered into two promissory note agreements with certain of its existing holders. Through such promissory notes, the existing holders may fund up to $100,000,000 to support the operational financing needs of the Company prior to the closing of the Business Combination. The Company has borrowed $20,000,000 against these promissory notes subsequent to December 31, 2021. | |
Social Capital Suvretta Holdings Corp. III [Member] | |||
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 20, 2022, the Company issued an unsecured promissory note The Promissory Note is non-interest | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as follows: Proposed ProKidney Business Combination On January 18, 2022, the Company entered into a Business Combination Agreement (the “ProKidney Business Combination Agreement”) with ProKidney LP, a limited partnership registered under the laws of Ireland (“ProKidney”), acting through its general partner ProKidney GP Limited, a private limited company incorporated under the laws of Ireland (“Legacy GP”). The ProKidney Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, prior to or at the closing of the ProKidney Business Combination Agreement (the “Closing”), the following transactions will occur (together with the other transactions contemplated by the ProKidney Business Combination Agreement, the “ProKidney Business Combination”): (1) ProKidney will issue to the Company a number of common units of ProKidney (“Post-Combination ProKidney Common Units”) equal to the number of fully diluted outstanding ordinary shares of the Company as of immediately prior to the Closing (but after giving effect to all redemptions of Public Shares and the purchase of Class A ordinary shares pursuant to one or more subscription agreements (the “PIPE Investment”)), in exchange for (a) (x) new Class B ordinary shares (“New ProKidney Class B ordinary shares”), which shares will have no economic rights but will entitle the holders thereof to vote on all matters on which shareholders of the Company are entitled to vote generally, and (y) restricted stock rights in respect of New ProKidney Class B ordinary shares (“New ProKidney Class B PMEL RSRs”), which restricted stock rights shall convert into New ProKidney Class B ordinary shares upon the vesting of the associated restricted common unit of ProKidney, (b) an amount in cash equal to the aggregate proceeds obtained by the Company in the PIPE Investment and (c) an amount in cash equal to the aggregate proceeds available for release to the Company from the Trust Account (after giving effect to all redemptions of Public Shares and after payment of any deferred underwriting commissions being held in the Trust Account and payment of certain transaction expenses); (2) Legacy GP will resign as the general partner of ProKidney and a private limited company incorporated under the laws of Ireland (“New GP”) will be admitted as the general partner of ProKidney; (3) ProKidney will distribute to the ProKidney unitholders the New ProKidney Class B ordinary shares and New ProKidney Class B PMEL RSRs received pursuant to clause (i)(a) (x) and (y) above; and (4) certain holders of ProKidney units will receive an aggregate of 17,500,000 restricted common units of ProKidney (“Earnout RCUs”) and 17,500,000 restricted stock rights of the Company (“Earnout RSRs” and, together with the Earnout RCUs, the “Earnout Rights”), which Earnout Rights will vest in three equal tranches upon the trading price of a Class A ordinary share reaching $15.00/share, $20.00/share and $25.00/share, respectively, on the terms set forth in the ProKidney Business Combination Agreement, or upon certain change of control events. When vested, the Earnout RCUs will automatically convert into Post-Combination ProKidney Common Units and the associated Earnout RSRs will automatically convert into New ProKidney Class B ordinary shares, respectively. On January 18, 2022, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (“PIPE Investors”) pursuant to which the PIPE Investors have subscribed for an aggregate of 57,500,000 Class A ordinary shares for a price of $10.00 per share for an aggregate purchase price of $575,000,000, of which (1) $156,400,000 is committed by certain existing directors, officers and equityholders of, or investment funds managed by Suvretta Capital Management, LLC, the Company, the Sponsor and/or their respective affiliates participating in the PIPE Investment, and (2) at least $50,000,000 (which may, at the election of such investors, be increased to up to $100,000,000) is committed by certain existing directors, officers and unitholders of ProKidney and/or its affiliates participating in the PIPE Investment (the “ProKidney Related PIPE Investors”); provided that the ProKidney Related PIPE Investors may elect instead to purchase Post-Combination ProKidney Common Units, together with a corresponding number of Class B ordinary shares, in lieu of Class A ordinary shares. The Subscription Agreements are subject to certain conditions, including that there shall not be in force any injunction or order enjoining or prohibiting the issuance and sale of the shares under the Subscription Agreements; the terms of the ProKidney Business Combination Agreement shall not have been amended, and the minimum cash condition therein shall not have been waived, in a manner that is materially adverse to the investor party to the Subscription Agreement; and the representation and warranties of the parties to the Subscription Agreement shall be accurate (subject to agreed materiality thresholds). Following the Closing, the combined company will be organized in an umbrella partnership-C corporation (a so called “Up-C”) structure, and the Company’s direct assets will consist of ProKidney Common Units and equity interests of New GP, and substantially all of the operating assets and business of the Company will be held indirectly through ProKidney. The consummation of the proposed ProKidney Business Combination is subject to certain conditions as further described in the ProKidney Business Combination Agreement. Legal Proceedings Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the ProKidney Disclosure Statement filed by the Company with the SEC on February 14, 2022. The Demands seek additional disclosures to remedy these purported deficiencies. We believe that the allegations in the Demands are meritless. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements reflect the operations of ProKidney and its wholly-owned subsidiaries consisting of ProKidney-KY ProKidney-US These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the Company’s financial information. These interim results and cash flows for any interim period are not necessarily indicative of the results to be expected for the full year. Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States of America (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. | Basis of Presentation The consolidated financial statements reflect the operations of ProKidney and its wholly-owned subsidiaries consisting of ProKidney-KY ProKidney-US The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). These consolidated financial statements are presented in U.S. Dollars. | |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company performed an analysis of its ability to continue as a going concern. As of March 31, 2022, the Company had an accumulated deficit of $228,996,000. The Company has generated losses from operations for each year since its inception. The Company intends to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for general and administrative expenses, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, the Company will achieve profitability are uncertain. The Company’s ability to achieve profitability will depend, among other things, on successfully completing clinical studies, obtaining requisite regulatory approvals, establishing appropriate pricing for its product with payers, and raising sufficient funds to finance the Company’s activities. No assurance can be given that the Company’s clinical development efforts will be successful, that regulatory approvals will be obtained, or that the Company will be able to achieve appropriate pricing and market access or that profitability, if achieved, can be sustained. These matters raise substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2022, the Company has cash and cash equivalents of $29,802,000, and remaining availability of $80,000,000 under its two promissory note agreements with certain holders of its Class A Units (the “Promissory Notes”). The Company believes that these sources of liquidity will not be sufficient to fund its obligations for the next twelve months. The condensed consolidated financial statements do not include any adjustments related to the outcome of this uncertainty. Our ability to execute our operating plan depends on our ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Even if we raise additional capital, we may also be required to modify, delay or abandon some of our plans which could have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives. | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company performed an analysis of its ability to continue as a going concern. As of December 31, 2021, the Company had an accumulated deficit of $161,510,000. The Company has generated losses from operations for each year since its inception including losses from operations of $55,146,000 and $26,749,000 for the years ended December 31, 2021 and 2020, respectively. The Company intends to continue to conduct significant additional research, development, and clinical study activities which, together with expenses incurred for general and administrative expenses, are expected to result in continuing operating losses for the foreseeable future. The amount of future losses and when, if ever, the Company will achieve profitability are uncertain. The Company’s ability to achieve profitability will depend, among other things, on successfully completing clinical studies, obtaining requisite regulatory approvals, establishing appropriate pricing for its product with payers, and raising sufficient funds to finance the Company’s activities. No assurance can be given that the Company’s clinical development efforts will be successful, that regulatory approvals will be obtained, or that the Company will be able to achieve appropriate pricing and market access or that profitability, if achieved, can be sustained. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company believes that, based on its current business plan, its existing cash and cash equivalents of $20,558,000 at December 31, 2021 will not be sufficient to fund its obligations for the next 12 months. The consolidated financial statements do not include any adjustments related to the outcome of this uncertainty. Our ability to execute our operating plan depends on our ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. Even if we raise additional capital, we may also be required to modify, delay or abandon some of our plans which could have a material adverse effect on our business, operating results and financial condition and our ability to achieve our intended business objectives. | |
Use of Estimates | Use of Estimates The preparation of 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 assets and 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. | Use of Estimates The preparation of 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 assets and liabilities at the date of the consolidated financial statements, and the amounts of expenses during the reported periods. Certain estimates in these consolidated financial statements have been made in connection with the calculation of research and development expenses, equity-based compensation expense and the provision for or benefit from income taxes. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items. | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less on the date of purchase to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these items. | |
Concentration of Credit Risk | Concentrations of Credit Risk Cash and equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. | Concentrations of Credit Risk Cash and equivalents are financial instruments that are potentially subject to concentrations of credit risk. The Company’s cash and equivalents are deposited in accounts at large financial institutions, and amounts may exceed federally insured limits. | |
Accrued Expenses | Accrued Expenses Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, December 31, Compensation $ 818 $ 1,832 Clinical study related costs 653 2,031 Accrued legal 3,095 964 Manufacturing improvement costs 3,137 4,164 Other accrued expenses 414 222 Total accrued expenses and other $ 8,117 $ 9,213 | Accrued Expenses Accrued expenses which have been presented on the consolidated balance sheets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, Compensation $ 1,832 $ 1,085 Clinical study related costs 2,031 1,154 Facility expansion costs 19 1,709 Accrued legal 964 — Manufacturing improvement costs 4,164 — Other accrued expenses 203 548 Total accrued expenses and other $ 9,213 $ 4,496 | |
Research and Development Costs | 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 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 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 | |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows: Computer equipment and software 3-5 Furniture and equipment 5-7 Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): March 31, December 31, Furniture and equipment $ 2,220 $ 2,180 Computer equipment and software 589 569 Leasehold improvements 10,520 10,517 Construction in progress 631 351 Less: accumulated depreciation (2,857 ) (2,259 ) Total fixed assets, net $ 11,103 $ 11,358 Depreciation expense for the three months ended March 31, 2022 and 2021 was $593,000 and $176,000, respectively. | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Generally, expenditures for maintenance and repairs are charged to expense and major improvements or replacements are capitalized. The Company computes depreciation and amortization using the straight-line method over the estimated useful life of the asset. Leasehold improvements are amortized over the lesser of, the life of the lease or the estimated useful life of the leasehold improvement. The estimated useful lives are as follows: Computer equipment and software 3- 5 Furniture and equipment 5- 7 Leasehold improvements remainder of lease term Fixed assets consisted of the following (in thousands): December 31, December 31, Furniture and equipment $ 2,180 $ 2,011 Computer equipment and software 569 130 Leasehold improvements 10,517 76 Construction in progress 351 7,854 Less: accumulated depreciation (2,259 ) (1,157 ) Total fixed assets, net $ 11,358 $ 8,914 Depreciation expense for the years ended December 31, 2021 and 2020 was $1,451,000 and $606,000, respectively. | |
Intangible Assets | Intangible Assets Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350—Intangibles—Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): March 31, December 31, Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 699 645 Net carrying amount $ 374 $ 428 Estimated amortization expense for the remaining nine months of 2022 is $154,000, $215,000 for the year ended December 31, 2023 and $5,000 for the year ended December 31, 2024. Amortization expense relating to the assembled workforce intangible asset was $54,000 for each of the three months ended March 31, 2022 and 2021. | Intangible Assets Intangible assets are comprised of acquired assembled workforce, which are accounted for in accordance with ASC 350—Intangibles—Goodwill and Other. The acquired assembled workforce is amortized on a straight-line basis over the useful life of five years. The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): December 31, December 31, Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 645 431 Net carrying amount $ 428 $ 642 Estimated amortization expense for each of the years 2022 through 2023 is $215,000 and $5,000 for 2024. Amortization expense relating to the assembled workforce intangible asset was $214,000 for the year ended December 31, 2021 and $215,000 for the year ended December 31, 2020. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the three months ended March 31, 2022 or 2021. | Impairment of Long-Lived Assets Long-lived assets such as fixed assets and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges have been recorded for the years ended December 31, 2021 or 2020. | |
Income Taxes | Income Taxes The Company was organized as a limited liability company, is now 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. ProKidney-US ProKidney-KY ProKidney-KY 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 statement 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 March 31, 2022 and December 31, 2021. Interest and penalties related to income taxes are included in the benefit (provision) 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. | Income Taxes The Company was organized as a limited liability company, is now 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. ProKidney-US ProKidney-KY ProKidney-KY 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 December 31, 2021. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the Company’s Consolidated Statements of Operations. 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 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 • 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 | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities Level 2 – Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable through correlation with market data Level 3 – Unobservable inputs that are supported by little or no market data, which require the reporting entity to develop its own assumptions The carrying values of cash equivalents, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. There are no available-for-sale | |
Leases | 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 non-lease 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. | 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 non-lease 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 | 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. | 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 | Equity-Based Compensation The Deed for the Establishment of a Limited Partnership of ProKidney LP, dated as of August 5, 2021 (the “Limited Partnership Agreement”) which replaced the Amended and Restated Limited Liability Company Agreement of ProKidney LLC as the governing document of the parent entity in the Company, allows 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 (as defined in the Limited Partnership Agreement). On January 17, 2022, the Company amended and restated its Limited Partnership Agreement (the “Amended and Restated Limited Partnership Agreement”) in part to authorize the issuance of up to 50,000,000 Class B Units (including Class B-1 The Company measures compensation expense for Profits Interests based on estimated fair values at the time of grant. The Company estimates the fair value of Profits Interests using generally accepted valuation procedures. The Company recognizes compensation expense, on a straight-line basis, for the portion of the Profits Interests’ value that is expected to vest over the requisite service period. The Company records forfeitures of Profits Interests as they occur. | Equity-Based Compensation The Deed for the Establishment of a Limited Partnership of ProKidney LP, dated as of August 5, 2021 (the “Limited Partnership Agreement”) which replaced the Amended and Restated Limited Liability Company Agreement of ProKidney LLC as the governing document of the parent entity in the Company, allows 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 (as defined in the Limited Partnership Agreement). The Company measures compensation expense for Profits Interests based on estimated fair values at the time of grant. The Company estimates the fair value of Profits Interests using generally accepted valuation procedures. The Company recognizes compensation expense, on a straight-line basis, for the portion of the Profits Interests’ value that is expected to vest over the requisite service period. The Company records forfeitures of Profits Interests as they occur. | |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors a 401(k) plan for its ProKidney-US ProKidney-KY ProKidney-US ProKidney-US ProKidney-US ProKidney-KY ProKidney-KY ProKidney-KY | ||
Segments | Segments The Company operates in only one segment. | Segments The Company operates in only one segment. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, right-of-use right-of-use No. 2016-02, | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, right-of-use right-of-use No. 2016-02, | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through June 10, 2022, which is the date the consolidated financial statements were available to be issued. See additional information in Note 9. | Subsequent Events The Company has evaluated subsequent events through April 11, 2022, which is the date the consolidated financial statements were available to be issued. See additional information in Notes 5 and 8. | |
Social Capital Suvretta Holdings Corp. III [Member] | |||
Basis of Presentation | Basis of Presentation The Form 10-Q Regulation S-X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. | |
Accrued Expenses | Accrued Expense Accrued expenses includes $1,506,528 of accrued legal expense, $5,000 of accrued printing expense, $282,500 of accrued due diligence expense, $70,000 of accrued regulatory filing fee and $770 of accrued accounting expense. | Accrued Expenses At March 31, 2022, accrued expenses includes $4,095,414 of legal expense, $283,348 of printing expense, $529,688 of due diligence expense, $363,740 of professional fee expense and $70,000 of regulatory fee expe nse , of which $2,500,000 of legal expense, $247,188 of consulting expense and $534,906 of other transactional related expenses incurred in connection with the Business Combination with ProKidney. At December 31, 2021, accrued expenses includes $1,506,528 of legal expense, $5,000 of printing expense, $282,500 of due diligence expense, $70,000 of regulatory filing fee and $770 of accounting expense. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for condensed financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company 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. As such, the Company’s tax provision was zero for the periods presented. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company 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. As such, the Company’s tax provision was zero for the period presented. | |
Equity-Based Compensation | Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. | Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as permanent deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying value of redeemable ordinary shares are affected by charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,479,666 ) Plus: Accretion of carrying value to redemption value 12,487,990 Class A ordinary shares subject to possible redemption, December 31, 250,008,324 Plus: Remeasurement of carrying value to redemption value (8,324 ) Class A ordinary shares subject to possible redemption, March 31, 2022 $ 250,000,000 | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying value of redeemable ordinary shares are affected by charges against additional paid-in At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,479,666 ) Plus: Increase of carrying value to redemption value 12,487,990 Class A ordinary shares subject to possible redemption $ 250,008,324 | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market fund which is invested primarily in U.S. Treasury securities. | Marketable Securities Held in Trust Account At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. | |
Offering Costs | Offering Costs The Company ASC 340-10-S99-1. Offering costs As the shares sold in the IPO are redeemable, the offering costs were charged to temporary equity and additional paid-in | Offering Costs The Company ASC 340- 10-S99-1. Offering costs paid-in | |
Net Loss Per Ordinary Share | Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Three Months Ended For the Period from March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,200,799 ) $ (780,226 ) $ — $ (5,182 ) Denominator: Basic and diluted weighted average shares outstanding 25,640,000 6,250,000 — 5,500,000 Basic and diluted net loss per ordinary share $ (0.12 ) $ (0.12 ) $ — $ (0.00 ) | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 25, 2021 (Inception) Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (1,675,346 ) $ (649,283 ) Denominator: Basic and diluted weighted average shares outstanding 15,101,877 5,852,751 Basic and diluted net loss per ordinary share $ (0.11 ) $ (0.11 ) | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on our financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Schedule of calculation of basic and diluted net income (loss) per ordinary share | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding: Three Months Ended March 31, 2022 2021 Numerator Net loss available to Class A Unit holders $ (67,486 ) $ (11,609 ) Denominator Weighted average Class A Units outstanding, basic and diluted 186,500,000 122,111,111 Net loss per Class A Unit Net loss per Class A Unit, basic and diluted $ (0.36 ) $ (0.10 ) | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding: Years Ended December 31, 2021 2020 Numerator Net loss available to Class A Unit holders $ (55,146 ) $ (26,749 ) Denominator Weighted average Class A Units outstanding, basic and diluted 150,706,849 104,986,301 Net loss per Class A Unit Net loss per Class A Unit, basic and diluted $ (0.37 ) $ (0.25 ) | |
Schedule of accrued expenses | Accrued expenses as presented in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 consisted of the following (in thousands): March 31, December 31, Compensation $ 818 $ 1,832 Clinical study related costs 653 2,031 Accrued legal 3,095 964 Manufacturing improvement costs 3,137 4,164 Other accrued expenses 414 222 Total accrued expenses and other $ 8,117 $ 9,213 | Accrued expenses which have been presented on the consolidated balance sheets as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, Compensation $ 1,832 $ 1,085 Clinical study related costs 2,031 1,154 Facility expansion costs 19 1,709 Accrued legal 964 — Manufacturing improvement costs 4,164 — Other accrued expenses 203 548 Total accrued expenses and other $ 9,213 $ 4,496 | |
Schedule of estimated useful lives | The estimated useful lives are as follows: Computer equipment and software 3-5 Furniture and equipment 5-7 Leasehold improvements remainder of lease term | The estimated useful lives are as follows: Computer equipment and software 3- 5 Furniture and equipment 5- 7 Leasehold improvements remainder of lease term | |
Schedule of fixed assets | Fixed assets consisted of the following (in thousands): March 31, December 31, Furniture and equipment $ 2,220 $ 2,180 Computer equipment and software 589 569 Leasehold improvements 10,520 10,517 Construction in progress 631 351 Less: accumulated depreciation (2,857 ) (2,259 ) Total fixed assets, net $ 11,103 $ 11,358 | Fixed assets consisted of the following (in thousands): December 31, December 31, Furniture and equipment $ 2,180 $ 2,011 Computer equipment and software 569 130 Leasehold improvements 10,517 76 Construction in progress 351 7,854 Less: accumulated depreciation (2,259 ) (1,157 ) Total fixed assets, net $ 11,358 $ 8,914 | |
Schedule of intangible asset | The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): March 31, December 31, Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 699 645 Net carrying amount $ 374 $ 428 | The following table summarizes information related to the Company’s assembled workforce intangible asset (in thousands): December 31, December 31, Gross carrying amount $ 1,073 $ 1,073 Accumulated amortization 645 431 Net carrying amount $ 428 $ 642 | |
Social Capital Suvretta Holdings Corp. III [Member] | |||
Schedule of calculation of basic and diluted net income (loss) per ordinary share | At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,479,666 ) Plus: Accretion of carrying value to redemption value 12,487,990 Class A ordinary shares subject to possible redemption, December 31, 250,008,324 Plus: Remeasurement of carrying value to redemption value (8,324 ) Class A ordinary shares subject to possible redemption, March 31, 2022 $ 250,000,000 | At December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,479,666 ) Plus: Increase of carrying value to redemption value 12,487,990 Class A ordinary shares subject to possible redemption $ 250,008,324 | |
Schedule of Class A Ordinary shares reflected in the Balance Sheets | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Three Months Ended For the Period from March 31, 2021 Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,200,799 ) $ (780,226 ) $ — $ (5,182 ) Denominator: Basic and diluted weighted average shares outstanding 25,640,000 6,250,000 — 5,500,000 Basic and diluted net loss per ordinary share $ (0.12 ) $ (0.12 ) $ — $ (0.00 ) | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 25, 2021 (Inception) Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (1,675,346 ) $ (649,283 ) Denominator: Basic and diluted weighted average shares outstanding 15,101,877 5,852,751 Basic and diluted net loss per ordinary share $ (0.11 ) $ (0.11 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income tax expense consisted of the following for the year ended December 31, 2021 and 2020 (in thousands): December 31, December 31, Current: Federal $ 72 $ (242 ) State (34 ) 10 Total current income tax expense (benefit) 38 (232 ) Deferred: Federal — — State — — Total deferred income tax expense — — Income tax expense (benefit) $ 38 $ (232 ) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the statutory rate for federal income tax and the effective income tax rate was as follows: December 31, December 31, Current: Income taxes at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit — — LLC flow-through structure (21.4 ) (21.5 ) Federal Credits 1.8 2.3 Provision to return adjustment — 0.2 Change in valuation allowance (1.3 ) (1.1 ) Other (0.2 ) — Effective income tax rate (0.1 )% 0.9 % |
Schedule of Deferred Tax Assets and Liabilities | Components of the Company’s deferred tax assets and liabilities included in the consolidated balance sheet consisted of the following (in thousands): December 31, December 31, Deferred tax assets: Accrued bonus $ 376 $ 243 Fixed assets — 108 Federal credit carryforwards 939 331 Leases 28 — Start-up 39 48 Deferred tax assets before valuation allowance 1,382 730 Valuation allowance 1,237 560 Total deferred tax assets 145 170 Deferred tax liabilities: Intangible assets 90 148 Fixed assets 47 — Prepaid expenses 8 22 Total deferred tax liabilities 145 170 Net deferred tax asset $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): December 31, December 31, Unrecognized tax benefits (gross): Benefits at the beginning of the year $ — $ — Increase related to prior year tax positions 94 — Decrease related to prior year tax positions — — Increase related to current year tax positions 86 — Benefits at the end of the year $ 180 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of the classification of operating and finance lease assets and obligations in the Company's Consolidated Balance Sheets | The following table summarizes the classification of operating and finance lease assets and obligations in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, Operating leases: Right of use assets $ 1,579 $ 1,139 Operating lease liabilities, current 295 235 Operating lease liabilities, noncurrent 1,354 985 Total operating lease liabilities $ 1,649 $ 1,220 Finance leases: Right of use assets $ 94 $ 102 Finance lease liabilities, current $ 33 $ 32 Finance lease liabilities, noncurrent 74 82 Total finance lease liabilities $ 107 $ 114 | The following table summarizes the classification of operating and finance lease assets and obligations in the Company’s Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 (in thousands): December 31, December 31, Operating leases: Right of use assets $ 1,139 $ 1,415 Operating lease liabilities, current 235 195 Operating lease liabilities, noncurrent 985 1,219 Total operating lease liabilities $ 1,220 $ 1,414 Finance leases: Right of use assets $ 102 $ 145 Finance lease liabilities, current 32 30 Finance lease liabilities, noncurrent 82 115 Total finance lease liabilities $ 114 $ 145 |
Schedule of Maturities of lease liabilities for the Company's operating and finance leases | Maturities of lease liabilities for the Company’s operating and finance leases are as follows for the year ending March 31, 2022 (in thousands): Operating Finance Total 2022 (remaining nine months) $ 315 $ 30 $ 345 2023 428 40 468 2024 440 40 480 2025 440 7 447 2026 355 — 355 Thereafter 15 — 15 Total lease payments 1,993 117 2,110 Less: imputed interest (344 ) (10 ) (354 ) Present value of lease liabilities $ 1,649 $ 107 $ 1,756 | Maturities of lease liabilities for the Company’s operating and finance leases are as follows for the year ending December 31, 2021 (in thousands): Operating Leases Finance Leases Total 2022 $ 326 $ 40 $ 366 2023 332 40 372 2024 341 40 381 2025 282 7 289 2026 180 — 180 Thereafter — — — Total lease payments 1,461 127 1,588 Less: imputed interest (241 ) (13 ) (254 ) Present value of lease liabilities $ 1,220 $ 114 $ 1,334 |
Members' Equity (Tables)
Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Members' Equity [Abstract] | |
Schedule Of Members Equity | Holders of Class A Units have voting rights and rights to profits and losses of the Company and distributions from the Company. The following is a summary of the activity of the Class A Units: Units outstanding January 1, 2020 95,000,000 Issued 2020 20,000,000 Units outstanding December 31, 2020 115,000,000 Issued 2021 71,500,000 Units outstanding December 31, 2021 186,500,000 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of calculation of basic and diluted net income (loss) per ordinary share | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding: Three Months Ended March 31, 2022 2021 Numerator Net loss available to Class A Unit holders $ (67,486 ) $ (11,609 ) Denominator Weighted average Class A Units outstanding, basic and diluted 186,500,000 122,111,111 Net loss per Class A Unit Net loss per Class A Unit, basic and diluted $ (0.36 ) $ (0.10 ) | The following table sets forth the calculation of basic and diluted earnings per share for the periods indicated based on the weighted average number of common shares outstanding: Years Ended December 31, 2021 2020 Numerator Net loss available to Class A Unit holders $ (55,146 ) $ (26,749 ) Denominator Weighted average Class A Units outstanding, basic and diluted 150,706,849 104,986,301 Net loss per Class A Unit Net loss per Class A Unit, basic and diluted $ (0.37 ) $ (0.25 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Social Capital Suvretta Holdings Corp. III [Member] | ||
Summary of Assets that are Measured at Fair Value on a Recurring Basis | Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,033,500 $ 250,008,324 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,008,324 |
Equity Based Compensation (Tabl
Equity Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Summary of key assumptions used in the OPM valuation | The following reflects the key assumptions used in each of the valuation scenarios: OPM PWERM Total equity value (in thousands) $ 280,400 $ 1,750,000 Expected volatility of total equity 95 % 60 % Discount for lack of market 30 % 15 % Expected time to exit event 3.7 years 0.5 years | The following reflects the key assumptions used in the OPM valuation: Total equity value (in thousands) $ 78,100 Expected volatility of total equity 80 % Discount for lack of market 30 % Expected time to exit event 3 years |
Summary of Compensation Expense | Compensation expense related to the issuance and purchase of Class B and B-1 Three Months Ended March 31, 2022 2021 Research and development $ 17,367 $ — General and administrative 35,319 175 Total equity-based compensation expense $ 52,686 $ 175 | |
Summary of the activity related to the Company's Class B and B-1 Units granted | The following table summarizes the activity for the three months ended March 31, 2022, related to the Company’s Class B and B-1 Number of Weighted Unvested awards outstanding at January 1, 2022 2,460,617 $ 0.36 Granted 8,498,488 6.03 Vested (449,486 ) 0.36 Forfeited (29,070 ) 6.03 Unvested awards outstanding at March 31, 2022 10,480,549 $ 4.94 | The following table summarizes the activity related to the Company’s Profits Interest awards for the year ended December 31, 2021: Number of Weighted Awards outstanding at December 31, 2020 4,402,398 $ 0.36 Vested (1,941,781 ) 0.36 Awards outstanding at December 31, 2021 2,460,617 $ 0.36 |
Description Of Organization, _2
Description Of Organization, Business Operations And Going Concern - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | ||
Jan. 18, 2022 | Jul. 02, 2021 | Dec. 31, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | |
Description Of Organization And Business Operations [Line Items] | |||||
Incorporation date of entity | Dec. 12, 2018 | Feb. 25, 2021 | Feb. 25, 2021 | ||
Minimum net worth to consummate business combination | $ 5,000,001 | ||||
Percentage of public shares that can be transferred without any restriction | 15% | ||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||||
Interest to pay dissolution expenses | $ 100,000 | ||||
Per share value of restricted assets | $ 10 | ||||
Percentage of public shares redemption | 100% | ||||
Cash | $ 51,889 | $ 440,488 | |||
Working Capital | $ 4,817,570 | $ 935,119 | |||
PIPE Investors [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Sale of stock price per share | $ 10 | ||||
Sale of stock, number of shares issued in transaction | 57,500,000 | ||||
Sale of stock, consideration received on transaction | $ 575,000,000 | ||||
Existing Directors, Officers And Equityholders Of, Or Investment Funds Managed By Suvretta Capital Management, LLC [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Sale of stock, consideration received on transaction | 156,400,000 | ||||
Existing Directors, Officers And Unitholders Of ProKidney [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 50,000,000 | ||||
ProKidney LP [Member] | Restricted Stock Rights [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Business acquisition, equity interest issued or issuable, number of shares | 17,500,000 | ||||
ProKidney LP [Member] | Share Price One [Member] | Restricted Stock Rights [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Business acquisition, share price | $ 15 | ||||
ProKidney LP [Member] | Share Price Two [Member] | Restricted Stock Rights [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Business acquisition, share price | 20 | ||||
ProKidney LP [Member] | Share Price Three [Member] | Restricted Stock Rights [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Business acquisition, share price | $ 25 | ||||
Minimum [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | ||||
Equity method investment ownership percentage | 50% | ||||
Maximum [Member] | Existing Directors, Officers And Unitholders Of ProKidney [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 100,000,000 | ||||
Common Class A [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Sale of stock price per share | $ 10 | ||||
Common Class A [Member] | IPO [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period new shares issued | 25,000,000 | ||||
Sale of stock price per share | $ 10 | ||||
Proceeds from initial public offering | $ 250,000,000 | ||||
Transaction costs incurred inconnection with initial public offering | 12,479,666 | ||||
Underwriting fee | 4,400,000 | ||||
Deferred underwriting fee | 7,700,000 | ||||
Deferred offering costs | 379,666 | ||||
Common stock held in trust account | $ 250,000,000 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period new shares issued | 3,000,000 | ||||
Common Class A [Member] | Private Placement [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock issued during period new shares issued | 640,000 | ||||
Sale of stock price per share | $ 10 | ||||
Proceeds from private placement issue | $ 6,400,000 |
The Company - Additional Inform
The Company - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
Jan. 09, 2019 | Dec. 31, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | |
Nature Of Operations [Line Items] | ||||
Incorporation date of entity | Dec. 12, 2018 | Feb. 25, 2021 | Feb. 25, 2021 | |
Initial capital | $ 75,000,000 | |||
Regen And Twin City Bio LLC [Member] | ||||
Nature Of Operations [Line Items] | ||||
Business combination consideration transferred | $ 62,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | 71 Months Ended | |||||
Jul. 02, 2021 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2022 USD ($) segment shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) segment shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) shares | Jan. 17, 2022 shares | Dec. 31, 2019 USD ($) | |
Accounting Policies [Line Items] | ||||||||||
Cash equivalents, at carrying value | $ 29,802,000 | $ 20,558,000 | $ 20,558,000 | $ 4,578,000 | $ 20,558,000 | |||||
Unrecognized tax benefits | 180,000 | 180,000 | 0 | 180,000 | $ 0 | |||||
Retained earnings accumulated deficit | (228,996,000) | (161,510,000) | (161,510,000) | (106,364,000) | (161,510,000) | |||||
Net income loss | (67,486,000) | $ (11,609,000) | (55,146,000) | (26,749,000) | ||||||
Impairment of long lived assets | 0 | 0 | 0 | 0 | ||||||
Depreciation expense | 593,000 | 176,000 | 1,451,000 | 606,000 | ||||||
Cash and cash equivalents | 29,802,000 | 20,558,000 | $ 20,558,000 | 20,558,000 | ||||||
Unsufficient to fund its obligations term | 12 months | |||||||||
Finite lived intangible assets amortization expense next twelve months | 154,000 | 215,000 | $ 215,000 | 215,000 | ||||||
Finite lived intangible assets amortization expense next two years | 215,000 | 215,000 | 215,000 | 215,000 | ||||||
Finite lived intangible assets amortization expense next three years | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||||||
Number of Operating Segments | segment | 1 | 1 | ||||||||
Capital Unit, Class A [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Net income loss | $ (67,486) | (11,609) | $ (55,146) | (26,749) | ||||||
Limited Partners' Capital Account, Units Authorized | shares | 190,000,000 | 190,000,000 | 190,000,000 | 190,000,000 | ||||||
Capital Unit, Class B [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Limited Partners' Capital Account, Units Authorized | shares | 50,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 50,000,000 | |||||
Promissory Note [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 80,000,000 | |||||||||
Promissory Note [Member] | Capital Unit, Class A [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 80,000,000 | |||||||||
Acquired Assembly Workforce [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Finite lived intangible assets useful lives | 5 years | 5 years | ||||||||
Finite lived intangible assets amortization expense | $ 54,000 | $ 54,000 | $ 214,000 | 215,000 | ||||||
CAYMAN ISLANDS | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Periods for which the profits earned are exempt from tax | 20 years | |||||||||
Defined contribution plan costs | $ 8,000 | $ 20,000 | ||||||||
Defined contribution plan employer matching contribution percent | 7% | 7% | ||||||||
UNITED STATES | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Defined contribution plan costs | $ 161,000 | $ 119,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Cash equivalents, at carrying value | $ 0 | 0 | $ 0 | |||||||
Unrecognized tax benefits | 0 | 0 | 0 | |||||||
Unrecognized tax benefits, accrued interests and penalities | 0 | |||||||||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | 250,000 | ||||||
Deferred underwriting fee | 7,700,000 | 7,700,000 | 7,700,000 | 7,700,000 | ||||||
Accrued legal expense | 4,095,414 | 1,506,528 | 1,506,528 | 1,506,528 | ||||||
Accrued printing expense | 283,348 | 5,000 | 5,000 | 5,000 | ||||||
Accrued due diligence expense | 529,688 | 282,500 | 282,500 | 282,500 | ||||||
Accrued regulatory filing fee | 363,740 | 70,000 | 70,000 | 70,000 | ||||||
Accrued accounting expense | 70,000 | 770 | 770 | 770 | ||||||
Business combination, accrued legal expense | 2,500,000 | |||||||||
Business combination, accrued consulting expense | 247,188 | |||||||||
Business combination, Accrued other transactional related expenses | 534,906 | |||||||||
Retained earnings accumulated deficit | (12,361,009) | (8,388,308) | $ (8,388,308) | $ (8,388,308) | ||||||
Net income loss | $ (5,182) | (3,981,025) | (2,324,629) | |||||||
Common Class A [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Net income loss | $ 0 | $ (3,200,799) | $ (1,675,346) | |||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Deferred offering costs | $ 379,666 | |||||||||
Transaction costs incurred inconnection with initial public offering | 12,479,666 | |||||||||
Underwriting fee | 4,400,000 | |||||||||
Deferred underwriting fee | 7,700,000 | |||||||||
Common Class A [Member] | IPO [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Deferred offering costs | 379,666 | |||||||||
Transaction costs incurred inconnection with initial public offering | 12,479,666 | |||||||||
Underwriting fee | 4,400,000 | |||||||||
Deferred underwriting fee | $ 7,700,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Class A Ordinary Shares Reflected in the Balance Sheets (Detail) - Social Capital Suvretta Holdings Corp. III [Member] - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 245,600,000 | |
Accretion of carrying value to redemption value | $ (8,324) | 12,487,990 |
Class A ordinary shares subject to possible redemption | 250,000,000 | 250,008,324 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 250,000,000 | |
Class A ordinary shares issuance costs | (12,479,666) | |
Accretion of carrying value to redemption value | 12,487,990 | |
Increase of carrying value to redemption value | 12,487,990 | |
Class A ordinary shares subject to possible redemption | 250,000,000 | $ 250,008,324 |
Remeasurement Of Carrying Value To Redemption Value | $ (8,324) |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) per Ordinary Share (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||
Allocation of net loss | $ (67,486,000) | $ (11,609,000) | $ (55,146,000) | $ (26,749,000) | ||
Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Numerator: | ||||||
Allocation of net loss | $ (5,182) | (3,981,025) | $ (2,324,629) | |||
Common Class A [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Numerator: | ||||||
Allocation of net loss | $ 0 | $ (3,200,799) | $ (1,675,346) | |||
Denominator: | ||||||
Weighted Average Shares Outstanding, Basic | 0 | 25,640,000 | 15,101,877 | |||
Weighted Average Shares Outstanding, Diluted | 0 | 25,640,000 | 15,101,877 | |||
Net loss per ordinary share , Basic | $ 0 | $ (0.12) | $ (0.11) | |||
Net loss per ordinary share , Diluted | $ 0 | $ (0.12) | $ (0.11) | |||
Class B [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||||||
Numerator: | ||||||
Allocation of net loss | $ (5,182) | $ (780,226) | $ (649,283) | |||
Denominator: | ||||||
Weighted Average Shares Outstanding, Basic | 5,500,000 | 6,250,000 | 5,852,751 | |||
Weighted Average Shares Outstanding, Diluted | 5,500,000 | 6,250,000 | 5,852,751 | |||
Net loss per ordinary share , Basic | $ 0 | $ (0.12) | $ (0.11) | |||
Net loss per ordinary share , Diluted | $ 0 | $ (0.12) | $ (0.11) |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Compensation | $ 818 | $ 1,832 | $ 1,085 |
Clinical study related costs | 653 | 2,031 | 1,154 |
Facility expansion costs | 19 | 1,709 | |
Accrued legal | 3,095 | 964 | 0 |
Manufacturing improvement costs | 3,137 | 4,164 | 0 |
Other accrued expenses | 203 | 548 | |
Other accrued expenses | 414 | 222 | |
Total accrued expenses and other | $ 8,117 | $ 9,213 | $ 4,496 |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Estimated Useful Lives (Detail) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | 5 years |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | 5 years |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | remainder of lease term | remainder of lease term |
Significant Accounting Polici_9
Significant Accounting Policies - Schedule of Fixed Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (2,857) | $ (2,259) | $ (1,157) |
Total fixed assets, net | 11,103 | 11,358 | 8,914 |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 2,220 | 2,180 | 2,011 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 589 | 569 | 130 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 10,520 | 10,517 | 76 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 631 | $ 351 | $ 7,854 |
Significant Accounting Polic_10
Significant Accounting Policies - Schedule of Fixed Assets (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Depreciation expense | $ 593,000 | $ 176,000 | $ 1,451,000 | $ 606,000 |
Significant Accounting Polic_11
Significant Accounting Policies - Schedule of Intangible Asset (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Gross carrying amount | $ 1,073 | $ 1,073 | $ 1,073 |
Accumulated amortization | 699 | 645 | 431 |
Net carrying amount | $ 374 | $ 428 | $ 642 |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of Intangible Asset (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Finite lived intangible assets amortization expense next twelve months | $ 154,000 | $ 215,000 | ||
Finite lived intangible assets amortization expense next two years | 215,000 | 215,000 | ||
Finite lived intangible assets amortization expense next three years | $ 5,000 | $ 5,000 | ||
Acquired Assembly Workforce [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite lived intangible assets useful lives | 5 years | 5 years | ||
Finite lived intangible assets amortization expense | $ 54,000 | $ 54,000 | $ 214,000 | $ 215,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - Common Class A [Member] | Jul. 02, 2021 $ / shares shares |
Class of Stock [Line Items] | |
Sale of stock price per share | $ / shares | $ 10 |
IPO [Member] | |
Class of Stock [Line Items] | |
Stock issued during period new shares issued | shares | 25,000,000 |
Sale of stock price per share | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Class of Stock [Line Items] | |
Stock issued during period new shares issued | shares | 3,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||||
Federal | $ 72,000 | $ (242,000) | ||
State | (34,000) | 10,000 | ||
Total current income tax expense (benefit) | 38,000 | (232,000) | ||
Deferred: | ||||
Federal | 0 | 0 | ||
State | 0 | 0 | ||
Total deferred income tax expense | 0 | 0 | ||
Income tax expense (benefit) | $ 1,010,000 | $ 6,000 | $ 38,000 | $ (232,000) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at statutory rate | 21% | 21% | |
State taxes, net of federal benefit | 0% | 0% | |
LLC flow-through structure | (21.40%) | (21.50%) | |
Federal Credits | 1.80% | 2.30% | |
Provision to return adjustment | 0% | 0.20% | |
Change in valuation allowance | (1.30%) | (1.10%) | |
Other | (0.20%) | 0% | |
Effective income tax rate | 1.50% | (0.10%) | 0.90% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Accrued bonus | $ 376,000 | $ 243,000 |
Fixed assets | 0 | 108,000 |
Federal credit carryforwards | 939,000 | 331,000 |
Leases | 28,000 | 0 |
Start-up costs | 39,000 | 48,000 |
Deferred tax assets before valuation allowance | 1,382,000 | 730,000 |
Valuation allowance | 1,237,000 | 560,000 |
Total deferred tax assets | 145,000 | 170,000 |
Deferred tax liabilities: | ||
Intangible assets | 90,000 | 148,000 |
Fixed assets | 47,000 | 0 |
Prepaid expenses | 8,000 | 22,000 |
Total deferred tax liabilities | 145,000 | 170,000 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unrecognized tax benefits (gross): | ||
Benefits at the beginning of the year | $ 0 | $ 0 |
Increase related to prior year tax positions | 94 | 0 |
Decrease related to prior year tax positions | 0 | 0 |
Increase related to current year tax positions | 86 | 0 |
Benefits at the end of the year | $ 180 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | $ 1,237,000 | $ 560,000 | ||
Income Tax Expense (Benefit) | $ 1,010,000 | $ 6,000 | $ 38,000 | $ (232,000) |
Effective Income Tax Rate Reconciliation, Percent | 1.50% | (0.10%) | 0.90% | |
Statutory income tax rate | $ 21 | |||
Deferred Expense Capitalized Research and Development Costs term | 5 years | |||
Research Tax Credit Carryforward [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Tax Credit Carryforward, Amount | $ 1,118,000 | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 0 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Common Class A [Member] | Jul. 02, 2021 USD ($) $ / shares shares |
Class of Stock [Line Items] | |
Sale of stock price per share | $ 10 |
Private Placement [Member] | |
Class of Stock [Line Items] | |
Stock issued during period new shares issued | shares | 640,000 |
Sale of stock price per share | $ 10 |
Proceeds from private placement issue | $ | $ 6,400,000 |
Leases - Schedule of the Classi
Leases - Schedule of the Classification of Operating and Finance Lease Assets and Obligations in the Company's Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating leases: | |||
Right of use assets | $ 1,579 | $ 1,139 | $ 1,415 |
Operating lease liabilities, current | 295 | 235 | 195 |
Operating lease liabilities, noncurrent | 1,354 | 985 | 1,219 |
Total operating lease liabilities | 1,649 | 1,220 | 1,414 |
Finance leases: | |||
Right of use assets | 94 | 102 | 145 |
Finance lease liabilities, current | 33 | 32 | 30 |
Finance lease liabilities, noncurrent | 74 | 82 | 115 |
Total finance lease liabilities | $ 107 | $ 114 | $ 145 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities for the Company's Operating and Finance Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
2022 (remaining nine months) | $ 315 | $ 326 | |
2023 | 428 | 332 | |
2024 | 440 | 341 | |
2025 | 440 | 282 | |
2026 | 355 | 180 | |
Thereafter | 15 | 0 | |
Total lease payments | 1,993 | 1,461 | |
Less: imputed interest | (344) | (241) | |
Total operating lease liabilities | 1,649 | 1,220 | $ 1,414 |
2022 (remaining nine months) | 30 | 40 | |
2023 | 40 | 40 | |
2024 | 40 | 40 | |
2025 | 7 | 7 | |
2026 | 0 | 0 | |
Thereafter | 0 | 0 | |
Total lease payments | 117 | 127 | |
Less: imputed interest | (10) | (13) | |
Present value of lease liabilities | 107 | 114 | $ 145 |
2022 (remaining nine months) | 345 | 366 | |
2023 | 468 | 372 | |
2024 | 480 | 381 | |
2025 | 447 | 289 | |
2026 | 355 | 180 | |
Thereafter | 15 | 0 | |
Total lease payments | 2,110 | 1,588 | |
Less: imputed interest | (354) | (254) | |
Present value of lease liabilities | $ 1,756 | $ 1,334 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | |
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Weighted Average Remaining Lease Term | 4 years 6 months | 4 years 4 months 24 days | |||
Finance Lease, Weighted Average Remaining Lease Term | 3 years | 3 years 3 months 18 days | |||
Operating And Finance Lease Weighted Average Discount Rate, Percent | 8.50% | 8.50% | |||
Lessee, Operating Lease, Term of Contract | 12 months | 12 months | |||
Right Of Use Assets Operating And Finance Lease | $ 1,673 | $ 1,241 | $ 1,559 | $ 1,560,000 | |
Operating And Finance Lease Liabilities Current | 328 | 267 | 225 | $ 1,559,000 | |
Operating Lease Rent Expenses | $ 89,000 | $ 81,000 | $ 434,000 | $ 314,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 10 Months Ended | |||||||
Jan. 18, 2022 | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 29, 2021 | Mar. 02, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Number of shares granted | 8,498,488 | ||||||||||
Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services value | $ 25,000 | $ 25,000 | |||||||||
Repayment of advances from related party | 87,319 | ||||||||||
Advances from related party current | $ 43,623 | $ 10,000 | |||||||||
Director [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares granted | 30,000 | 30,000 | |||||||||
Share price | $ 7.14 | $ 7.14 | |||||||||
Fair value of shares granted | $ 214,160 | $ 214,160 | |||||||||
Sponsor [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | $ 300,000 | ||||||||||
Debt instrument face value | $ 300,000 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | Independent Directors [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period, shares, new issues | 30,000 | 30,000 | |||||||||
PIPE Investors [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 575,000,000 | ||||||||||
Sale of stock, number of shares issued in transaction | 57,500,000 | ||||||||||
PIPE Investors [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 575,000,000 | ||||||||||
Sale of stock, number of shares issued in transaction | 57,500,000 | ||||||||||
Common Class B [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares outstanding | 6,250,000 | 6,250,000 | |||||||||
Share based compensation shares forfeited during the period | 75,000 | ||||||||||
Common Class B [Member] | Founder [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock shares issued during the period for services value | $ 25,000 | ||||||||||
Stock shares issued during the period for services shares | 5,750,000 | ||||||||||
Stock issued during period, shares, new issues | 575,000 | ||||||||||
Common stock shares outstanding | 6,250,000 | 6,325,000 | 6,250,000 | 6,250,000 | |||||||
Common stock, shares, subject to forfeiture | 825,000 | 825,000 | 825,000 | ||||||||
Shares no longer subject to forfeiture | 750,000 | 750,000 | 750,000 | ||||||||
Common Class A [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares outstanding | 640,000 | 640,000 | |||||||||
Common stock, shares, subject to forfeiture | 25,000,000 | 25,000,000 | |||||||||
Common Class A [Member] | PIPE Investors [Member] | Subscription Agreements [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ 156,400,000 | ||||||||||
Sale of stock, number of shares issued in transaction | 15,640,000 | ||||||||||
Common Class A [Member] | SC Master Holdings, LLC | Subscription Agreements [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, number of shares issued in transaction | 12,500,000 | ||||||||||
Common Class A [Member] | Averill Master Fund, Ltd | Subscription Agreements [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock, number of shares issued in transaction | 3,140,000 | ||||||||||
Administration And Support Services [Member] | Sponsor [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction fees payable per month | $ 10,000 | ||||||||||
Selling general and administrative expenses from transactions with related party | $ 30,000 | $ 60,000 | |||||||||
Advance From Related Party Loan [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of advances from related party | 87,319 | ||||||||||
Advance From Related Party Loan [Member] | Sponsor [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayment of advances from related party | 0 | ||||||||||
Due to related parties | 33,623 | 97,319 | |||||||||
Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | 10,000 | ||||||||||
Debt instrument face value | $ 100,000,000 | ||||||||||
Promissory Note [Member] | Sponsor [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Repayments of related party debt | $ 300,000 | ||||||||||
Debt instrument face value | $ 300,000 | ||||||||||
Working Capital Loans [Member] | Sponsor [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | $ 0 | $ 0 | |||||||||
Restriction On Transfer Of Sponsor Shares [Member] | Common Class B [Member] | Founder [Member] | Social Capital Suvretta Holdings Corp. III [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | 20 days | |||||||||
Number of consecutive trading days for determining the share price | 30 days | 30 days | |||||||||
Waiting period after which the share trading days are considered | 150 days | 150 days |
Related Party Debt - Additional
Related Party Debt - Additional Information (Detail) - Promissory Note [Member] - USD ($) | Jan. 18, 2022 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | ||
Debt instrument face value | $ 100,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3% | |
Debt Instrument, Maturity Date | Jan. 17, 2023 | |
Due to related parties | $ 10,000 | |
Debt Instrument, Unused Borrowing Capacity, Amount | 80,000,000 | |
Debt Instrument, Fee Amount | $ 20,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Social Capital Suvretta Holdings Corp. III [Member] - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Deferred underwriting fee | $ 7,700,000 | $ 7,700,000 |
Director Restricted Stock Unit Award Agreement [Member] | Common Class A [Member] | ||
Loss Contingencies [Line Items] | ||
Number of shares of common stock committed to settle on a date following the year Business combination occurs | 30,000 | 30,000 |
Director Restricted Stock Unit Award Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||
Loss Contingencies [Line Items] | ||
Number of stock units granted | 30,000 | 30,000 |
Members' Equity -Schedule Of M
Members' Equity -Schedule Of Members Equity (Detail) - Capital Unit, Class A [Member] - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Members Equity [Line Items] | ||
Units outstanding January 1, 2020 | 115,000,000 | |
Ending Balance (in shares) | 186,500,000 | 115,000,000 |
Member Units [Member] | ||
Members Equity [Line Items] | ||
Units outstanding January 1, 2020 | 115,000,000 | 95,000,000 |
Issued 2020 | 71,500,000 | 20,000,000 |
Ending Balance (in shares) | 186,500,000 | 115,000,000 |
Members' Equity - Additional In
Members' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Jan. 17, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Unit, Class B [Member] | ||||
Limited Partners' Capital Account, Units Authorized | 50,000,000 | 50,000,000 | 10,000,000 | |
Limited partners capital account units issued | 17,354,894 | 7,767,122 | 7,767,122 | |
Capital Unit Class B1 [Member] | ||||
Limited partners capital account units issued | 6,098,901 | |||
Proceeds from Limited partners capital account units | $ 5,550,000 | |||
Capital Unit, Class A [Member] | ||||
Limited Partners' Capital Account, Units Authorized | 190,000,000 | 190,000,000 | ||
Limited partners capital account units issued | 186,500,000 | 186,500,000 | 115,000,000 |
Temporary Equity and Permanen_2
Temporary Equity and Permanent Deficit - Additional Information (Detail) - Social Capital Suvretta Holdings Corp. III [Member] - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 640,000 | 640,000 |
Common stock shares outstanding | 640,000 | 640,000 |
Common stock, shares, subject to forfeiture | 25,000,000 | 25,000,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 6,250,000 | 6,250,000 |
Common stock shares outstanding | 6,250,000 | 6,250,000 |
Percent of founders shares to company's issued and outstanding ordinary shares | 20% | 20% |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of calculation of basic and diluted net income (loss) per ordinary share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||||
Net loss | $ (67,486,000) | $ (11,609,000) | $ (55,146,000) | $ (26,749,000) |
Capital Unit, Class A [Member] | ||||
Numerator | ||||
Net loss | $ (67,486) | $ (11,609) | $ (55,146) | $ (26,749) |
Denominator | ||||
Weighted average Class A Units outstanding , Basic | 186,500,000 | 122,111,111 | 150,706,849 | 104,986,301 |
Weighted average Class A Units outstanding , Diluted | 186,500,000 | 122,111,111 | 150,706,849 | 104,986,301 |
Net loss per Class A Unit | ||||
Net loss per Class A Unit , Basic | $ (0.36) | $ (0.1) | $ (0.37) | $ (0.25) |
Net loss per Class A Unit , Diluted | $ (0.36) | $ (0.1) | $ (0.37) | $ (0.25) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | Social Capital Suvretta Holdings Corp. III [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 250,033,500 | $ 250,008,324 |
Equity Based Compensation - Sum
Equity Based Compensation - Summary of the Activity Related to Company's Class B and B-1 Units Granted (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares , Beginning Balance | 2,460,617 | 4,402,398 | |
Number of Shares , Vested | (449,486) | (1,941,781) | |
Number of shares , Granted | 8,498,488 | ||
Number of shares , Forfeited | (29,070) | ||
Number of Shares , Ending Balance | 10,480,549 | 2,460,617 | 4,402,398 |
Weighted Average Grant Date Fair Value , Beginning Balance | $ 0.36 | $ 0.36 | |
Weighted Average Grant Date Fair Value ,Vested | 0.36 | 0.36 | |
Weighted Average Grant Date Fair Value , Granted | 6.03 | $ 0.36 | |
Weighted Average Grant Date Fair Value , Forfeited | 6.03 | ||
Weighted Average Grant Date Fair Value , Ending Balance | $ 4.94 | $ 0.36 | $ 0.36 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 17, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Equity-based compensation expense | $ 52,686,000 | $ 175,000 | $ 699,000,000 | $ 730,000,000 | |
Unrecognized compensation expense | $ 50,020,000 | $ 868,000,000 | |||
weighted average grant date fair value of the Profits Interests granted during the year | $ 6.03 | $ 0.36 | |||
unrecognized compensation expense is expected to be recognized | 3 years 7 months 6 days | 1 year 4 months 24 days | |||
Partners' Capital Account, Unit-Based Payment Arrangement, Number of Units | 2,750,000 | ||||
Partners' Capital Account, Unit-Based Payment Arrangement, Amount | $ 2,502,000 | ||||
Research and Development in Process | 14,080,000 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation Expense | 5,437,000 | ||||
Compensation expense attributable to vested awards | $ 3,715,000 | ||||
Capital Unit, Class B [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Limited Partners' Capital Account, Units Authorized | 50,000,000 | 10,000,000 | 50,000,000 | ||
Number of Shares Available for Grant | 0 | ||||
Number of common units unissued of limited liability company | 2,232,878 | ||||
Common Units Unissued | 22,164,559 | ||||
Class B-1 Units [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Limited Partners' Capital Account, Units Authorized | 10,000,000 | ||||
Equity-based compensation expense | $ 31,226,000 | ||||
Common Unit, Issued | 6,098,901 | ||||
Common Unit, Issuance Value | $ 5,550,000 | ||||
On The Latter Of The First Anniversary [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 25% | 25% | |||
In First Anniversary Of The Acquisition Date [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 75% | 75% | |||
On Each Enniversary [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 25% | 25% | |||
Each Calendar Quarter [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 6.25% | 6.25% | |||
Over The Three Year Period From The Date Of Grant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Percentage of vesting of award under share-based payment arrangement | 33.30% |
Equity Based Compensation - S_2
Equity Based Compensation - Summary of Key Assumptions Used in the OPM Valuation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total equity value | $ 78,100 | |
Expected volatility of total equity | 80% | |
Discount for lack of market | 30% | |
Expected time to exit event | 3 years | |
Valuation Technique, Option Pricing Model [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total equity value | $ 280,400 | |
Expected volatility of total equity | 95% | |
Discount for lack of market | 30% | |
Expected time to exit event | 3 years 8 months 12 days | |
Valuation Technique, Probability Weighted Expected Return Method [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total equity value | $ 1,750,000 | |
Expected volatility of total equity | 60% | |
Discount for lack of market | 15% | |
Expected time to exit event | 6 months |
Equity Based Compensation - S_3
Equity Based Compensation - Summary of Compensation Expense (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 52,686,000 | $ 175,000 | $ 699,000,000 | $ 730,000,000 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 17,367,000 | |||
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 35,319,000 | $ 175,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||||||
Apr. 26, 2022 | Jan. 18, 2022 | Mar. 31, 2022 | Jun. 01, 2022 | Apr. 20, 2022 | Jan. 17, 2022 | Dec. 31, 2021 | Mar. 02, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||||||
Amount drew under the note | $ 20,000,000 | ||||||||
Capital Unit, Class B [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Limited Partners' Capital Account, Units Authorized | 50,000,000 | 50,000,000 | 10,000,000 | ||||||
Limited Partners' Capital Account, Units Issued | 17,354,894 | 7,767,122 | 7,767,122 | ||||||
Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 100,000,000 | ||||||||
PIPE Investors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | 57,500,000 | ||||||||
Sale of stock price per share | $ 10 | ||||||||
Sale of stock, consideration received on transaction | $ 575,000,000 | ||||||||
Existing Directors, Officers And Equityholders Of, Or Investment Funds Managed By Suvretta Capital Management, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | 156,400,000 | ||||||||
Existing Directors, Officers And Unitholders Of ProKidney [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | 50,000,000 | ||||||||
Existing Directors, Officers And Unitholders Of ProKidney [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | 100,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000,000 | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 20,000,000,000 | ||||||||
Subsequent Event [Member] | Capital Unit, Class B [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Limited Partners' Capital Account, Units Authorized | 50,000,000 | ||||||||
Subsequent Event [Member] | Capital Unit Class B 1 [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Limited Partners' Capital Account, Units Issued | 549,451 | 8,848,901 | |||||||
Capital Units, Value | $ 500,000,000 | $ 8,052,000,000 | |||||||
Subsequent Event [Member] | Capital Unit Class B 1 [Member] | Deferred Profit Sharing [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Limited Partners' Capital Account, Units Issued | 1,478,590 | 8,498,488 | |||||||
Restricted Stock Rights [Member] | ProKidney LP [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 17,500,000 | ||||||||
Restricted Stock Rights [Member] | ProKidney LP [Member] | Share Price One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, share price | $ 15 | ||||||||
Restricted Stock Rights [Member] | ProKidney LP [Member] | Share Price Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, share price | 20 | ||||||||
Restricted Stock Rights [Member] | ProKidney LP [Member] | Share Price Three [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, share price | $ 25 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | PIPE Investors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction | 57,500,000 | ||||||||
Sale of stock price per share | $ 10 | ||||||||
Sale of stock, consideration received on transaction | $ 575,000,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Existing Directors, Officers And Equityholders Of, Or Investment Funds Managed By Suvretta Capital Management, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | 156,400,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Existing Directors, Officers And Unitholders Of ProKidney [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | 50,000,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Existing Directors, Officers And Unitholders Of ProKidney [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ 100,000,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Sponsor [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Sponsor [Member] | Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Subsequent Event [Member] | Sponsor [Member] | Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,500,000 | ||||||||
Amount drew under the note | $ 250,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Restricted Stock Rights [Member] | ProKidney LP [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, equity interest issued or issuable, number of shares | 17,500,000 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Restricted Stock Rights [Member] | ProKidney LP [Member] | Share Price One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, share price | $ 15 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Restricted Stock Rights [Member] | ProKidney LP [Member] | Share Price Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, share price | 20 | ||||||||
Social Capital Suvretta Holdings Corp. III [Member] | Restricted Stock Rights [Member] | ProKidney LP [Member] | Share Price Three [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Business acquisition, share price | $ 25 |