Redeemable Noncontrolling Interest

3 Months Ended

Mar. 31, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

Note 7: Redeemable Noncontrolling Interest

The Company is subject to the Exchange Agreement with respect to the Post-Combination ProKidney Common Units representing the outstanding 73.1% noncontrolling interest in PKLP (see Note 1). The Exchange Agreement requires the surrender of an equal number of Post-Combination ProKidney Common Units and Class B ordinary shares for (i) Class A ordinary shares on a one-for-one basis or (ii) cash (based on the fair market value of the Class A ordinary shares as determined pursuant to the Exchange Agreement), at the Company’s option (as the managing member of PKLP), subject to customary conversion rate adjustments for share splits, share dividends and reclassifications. The exchange value is determined based on a five-day VWAP of the Class A ordinary shares as defined in the Exchange Agreement, subject to customary conversion rate adjustments for share splits, share dividends and reclassifications.

The redeemable noncontrolling interest is recognized at the higher of (1) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (2) the redemption value as of the balance sheet date. At March 31, 2024, the redeemable noncontrolling interest was recorded based on its initial fair value plus accumulated losses associated with the noncontrolling interest which was higher than the redemption value as of the balance sheet date.

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

	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Net loss available to Class A ordinary shareholders	$	(9,492	)	$	(9,665	)
(Increase)/Decrease in ProKidney Corp. accumulated deficit for impact of    subsidiary equity-based compensation		1,640			2,457
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for exchange    of Common Units in ProKidney LP for Class A ordinary shares		(2,289	)		–
(Increase)/Decrease in ProKidney Corp. additional paid-in capital for vesting of    Restricted Common Units in ProKidney LP		(8,672	)		(3,753	)
Change from net loss available to Class A ordinary shareholders and change    in ownership interest in ProKidney LP	$	(18,813	)	$	(10,961	)