EX-99.2
Renal Autologous Cell Therapy January
2022 A Potential Step Closer to Preventing Dialysis Exhibit 99.2
General Disclaimer and Confidentiality
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Chronic Kidney Disease Market Is BIG
4
Chronic Kidney Disease is Highly
Prevalent in the U.S. and E.U. 40, 112, 153 93, 213, 191 228,60, 102 165,165,165 69, 195, 255 68, 84, 106 Source: National Health and Nutritional Examination Survey 1.Total addressable market data for the year ended 2020 and any subsequent years are
based on certain estimates of management. This information may prove to be inaccurate because of the method by which the underlying data for the estimates was obtained or because this information cannot always be verified with complete certainty due
to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties 1 1 1 Projected ~50% Increase from 2010-2040 in CKD Prevalence CKD Population (millions) U.S.
and E.U Prevalence of CKD 5
Large Amount Of Money Is Spent Treating
CKD Globally 6
CKD/Dialysis is One of the Largest
Healthcare Expenditure Categories in the U.S. and ROW Source: Medicare spend and per patient dialysis cost as of 2018. United States Renal Data System - USRDS 2020 Annual Report (https://adr.usrds.org/2020/about-the-new-adr). KDIGO refers to Kidney
Disease Improving Global Outcomes 1.Total addressable market data for the year ended 2020 and any subsequent years are based on certain estimates of management. This information may prove to be inaccurate because of the method by which the
underlying data for the estimates was obtained or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and
other limitations and uncertainties CKD IS AN ENORMOUS BURDEN ON THE HEALTHCARE SYSTEM ~$80 Billion Medicare spend on Chronic Kidney Disease ~$50 Billion Medicare spend on End Stage Renal Disease ~$93,000 Medicare annual cost per patient for
dialysis Private insurance may pay up to 4x Medicare costs The Rates of CKD & ESRD and Associated Expenditures are Expected to Continue to Rise 1 U.S. CKD & ESRD Population (millions) 7
Current Standard of Care Merely Slows
Down The Expected Eventual Loss of Kidney Function While Patients Continue to Lose Kidney Function on Existing Therapies, Those Therapies Still Exhibit Multi-Billion $ Sales Currently, CKD Has No Known Cure 8
Source:EvaluatePharma. The New England
Journal of Medicine Note:2026 sales estimates for therapies reflect all indications and are not limited to CKD WW Sales ~$740mm (2026) WW Sales ~$3.7bn (2026) WW Sales ~$5.1bn (2026) Empagliflozin: +1 ml/min/1.73 m2 Improvement +2.2 ml/min/1.73 m2
+1.1 ml/min/1.73 m2 7.7 6.6 Canagliflozin: +2.2 ml/min/1.73 m2 Improvement Dapagliflozin: +1.1 ml/min/1.73 m2 Improvement Estimated Global Market Sales of Canagliflozin, Dapagliflozin and Empagliflozin are ~$9.5bn in 2026 Treatment Effect at 24
Months +1 ml/min/1.73 m2 While This is a Step Forward, Patients Still Lose Kidney Function ALTHOUGH MOST RECENTLY APPROVED CKD DRUG CLASS INCREMENTALLY SLOWS EGFR LOSS, CKD HAS NO KNOWN CURE. CURRENT STANDARD OF CARE SLOWS DOWN THE EXPECTED EVENTUAL
LOSS OF KIDNEY FUNCTION 9
The Ability To Modify Diseases Can
Result In Big Payoffs 10
$1,125,000 These are “game
changing” (disease modifying medicines) for the affected patients These medicines can command high prices for their medical impact – total cost per patient of $200k to >$1mm (median ~$360k) Recently Launched Novel Targeted Therapies
Can Command High Prices for Disease Modification Price / Patient ($) 1 Source: Evaluate Pharma, company press releases and Wall Street Research for U.S. and WW sales (2020 to 2030); Price per patient from company press releases, trade journals,
online pharmacies, etc. 1. Price for initial 2 years. Drug is a multi year therapy Median: ~$360k 11
Early Clinical Data Shows REACT is
Not Just Stopping The Progression of CKD, But Also Driving Meaningful IMPROVEMENT in Kidney Function – A First of Its Kind 12
REACT ® Stabilizes Kidney
Function Baseline eGFR (Cystatin-C): 38.4 active vs 37.3 for deferred patients + 1.1 points higher Baseline eGFR (Creatinine): 34.5 active vs 32.2 for deferred patients + 2.3 points higher REACT ® Renal function improved by + 4.1
ml/min/1.73m2/yr An absolute improvement over 18 months of + 5.7 ml/min/1.73m2 Standard of Care Progressive decline in renal function of ‒4.0 ml/min/1.73m2/yr A characteristic of SOC for CKD 3a, 3b, and 4 Note: To date 31 of 42
patients randomized to Deferred Cohort have reached 12 months of follow-up while maintained on best Standard of Care (SOC). The other 11 patients were enrolled in H2’20 and expected to reach 12 months of follow-up later in 2021 Reached
Comparing Effect of REACT vs Standard of Care: eGFR for Active Patients (N = 39) from 1st Injection to 12-Months Follow-up after 2nd Injection vs eGFR for SOC (Deferred Patients, N= 31) Before Crossed Over to REACT PRELIMINARY RESULTS FROM A
MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 13
REACT® Renal function
improved + 2.7 ml/min/1.73m2 eGFR slope now + 1.7 ml/min/1.73m2 /yr Effect of REACT on All Injected Patients: eGFR for All Injected Patients (N = 59), Active Cohort (N = 39) and Deferred Cohort Patients that Have Been Crossed Over
After 12 Months to Receive REACT Injection (N = 20) PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 14
8.3 million CKD stage 3&4 caused
by diabetes 15% of US Adult Population 38.5 17.6 13.4 Total CKD CKD Stage 3&4 CKD Stage 3&4 Caused by Diabetes or Hypertension ProKidney is Initially Targeting a 4-5 Million Patient Segment with Multiple Potential Label Expansion
Indications. EU and ROW Populations Represent >2x the US Market Opportunity REACT®’s ADDRESSABLE PATIENT POPULATION US Prevalence of CKD 5.1 million CKD stage 3&4 caused by hypertension 2020 US Patients (mm)1 4.4 million2 REACT
eligible patients Potential Expansion Total addressable market data for the year ended 2020 is based on certain estimates of management. This information may prove to be inaccurate because of the method by which the underlying data for the estimates
was obtained or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties
4.4 million reflects an estimate of CKD Stage 3 & 4 patients with diabetes as primary cause of CKD & 20-50 eGFR 15
Sizing the US Market Opportunity
Alone MEANINGFUL POTENTIAL PAYOFF FOR REACT FOR EVERY 1% (44,000 PATIENTS) MARKET PENETRATION Illustrative REACT Market Penetration 1% (44,000 patients) Assumed in the US alone Illustrative REACT Price per Treatment ~$360,000 / patient2 Based on
median of recently launched novel targeted therapies Illustrative Unadjusted Sales ~$16BN Per 1% US market penetration of REACT Prevalence 4.4 MM1 Existing diabetic population in stage 3a, 3b and 4 CKD with 20 – 50 of eGFR Total addressable
market data for the year ended 2020 is based on certain estimates of management. This information may prove to be inaccurate because of the method by which the underlying data for the estimates was obtained or because this information cannot always
be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties Median total cost per patient on Trikafta/Orkambi,
Tepezza, Soliris/Ultomiris, Evryski, Spinraza and Vutrisiran 16
A Disease Modifying Drug in CKD
Would Stabilize or Improve Kidney Function and Delay or Prevent ESRD SIGNIFICANT COST SAVINGS POTENTIAL ESRD Patients Remain on Dialysis for 5-10 Years on Average Source: United States Renal Data System - USRDS 2020 Annual Report
(https://adr.usrds.org/2020/about-the-new-adr), National Kidney Foundation (https://www.kidney.org/atoz/content/dialysisinfo#how-long-can-you-live-dialysis), company estimates Incremental Private Insurance Cost X 5 Years 17
Latin America ~64 Million (~10% of
population) China ~100 Million (~11% of population) Korea ~7 Million (~13% of population) Japan ~16 Million (~13% of population) Australia / New Zealand ~4 Million (~12-13% of population) Middle East ~45 Million (~10% of population) Source: Seeking
Alpha; International Society of Nephrology Global Kidney Health Atlas; Saudi Center for Organ Transplantation; Imai et al, Prevalence of chronic kidney disease in the Japanese general population. Clin Exp Nephrol. 2009; Oh, KH., Park, S.K., Park,
H.C. et al. KNOW-CKD (Korean cohort study for Outcome in patients With Chronic Kidney Disease): design and methods. BMC Nephrol 15, 80 (2014); White et al, Comparison of the prevalence and mortality risk of CKD in Australia using the CKD
Epidemiology Collaboration (CKD-EPI) and Modification of Diet in Renal Disease (MDRD) Study GFR estimating equations: the AusDiab (Australian Diabetes, Obesity and Lifestyle) Study. Am J Kidney Dis. 2010 Apr; USRDS 2020 Annual Data Report
REACT®’s Core Market Opportunity in the US and EU Represent 39 Million and 36 Million Individuals, Respectively REACT® REST OF WORLD OPPORTUNITY PRESENTS ATTRACTIVE POTENTIAL UPSIDE 18
Targeting a high acuity, large
global unmet medical need Novel platform with broad potential in kidney disease Strong scientific underpinnings Compelling, controlled proof of concept Phase 2 data RMAT Designation received from FDA Comprehensive manufacturing plan to achieve
supply goals Seasoned management team with deep experience and expertise in regenerative medicine, drug development, and manufacturing Experienced board, including a chairman with broad financial and scientific expertise and a successful track
record in biopharma development and investing Social Capital Suvretta Holdings Corp. III Investment Thesis Attractive Investment Opportunity with Significant Potential World Class Leadership Team 19
Deepak Jain, COO Gail Ward, Head of
Quality James Coulston, SVP Finance Dr. Joe Stavas, SVP Clinical Development Darin Weber, SVP Regulatory Development Ashley Johns, VP Clinical Operations PROKIDNEY AND SOCIAL CAPITAL SUVRETTA HOLDINGS CORP III LEADERSHIP TEAMS Pablo Legorreta,
Chairman of the Board Over 200 Combined Years of Making Medicines Tim Bertram, CEO Chamath Palihapitiya, CEO Kishen Mehta, Portfolio Manager Dr. David Friedman, Analyst 20
REACT – A New Generation of
CKD Cell Therapy 21
How REACT Works 22
ProKidney’s REACT®
Autologous Cell Therapy The expanded, target cell therapy is frozen for storage and injection Cells are expanded and then selected for the 3 KEY CELL TYPES Renal cortex cells are harvested using a routine kidney biopsy 1 2 3 Cell therapy is injected
into the patient’s kidneys 4 23
Remodeling and Renovation of Renal
Nephrons REACT® COMPOSITION OF PROGENITOR CELLS CREATED FOR RESTORATION OF KIDNEY FUNCTION 26 3 Types of Cells in Adult Kidney Types of Progenitors in REACT® REACT®: Autologous Homologous Triple Cell admixture Active Biological
Ingredient: Cap Mesenchyme, Podocytes, and Ureteric Bud SIX2/OSR1/FGF8/RACK-1 (Cap Mesenchyme) LHX1/RET (Ureteric Bud) Nephrin/Podocin (Podocyte) Intra-tubular and Glomerular (REACT® – Blue) Interstitial (REACT® – Blue)
24
4 Animal Models with established CKD:
ZSF1 Diabetic Rat 5/6th Nephrecomtized Rat Ischemia/Gentimycin Rat 70% Nephrectomized Canine Improved nephron function and structure Glomerular Filtration Tubular Transport Ability to Concentrate Urine Reduced glomerulotubular fibrosis Restoration
of normal blood pressure Renin-angiotensin-aldosterone system Plasma-Volume maintenance Return of mineral balance (Vit D) Bone metabolism maintained Restoration of erythroid homeostasis (EPO) Anemia normalized Impact on Multiple Kidney functions
with Survival Advantage STRUCTURAL AND FUNCTIONAL EFFECTS OF REACT 25
Clinical Development Program &
Regulatory Progress 26
Potential Therapeutic Targets for
Treatment of CKD REACT® DESIGNED TO ADDRESS MULTIPLE INDICATIONS WITH UNMET MEDICAL NEEDS Lead Platform Programs (Clinical Development) Optimize Preclinical IND Phase 1 Phase 2 Phase 3 Registration (BLA/MAA) Expected Milestones REACT®/DKD
Diabetic CKD 3/4 (20-50 ml/min/1.73m2) 1H ’22 – Initiate trial (FPFV) 2H ’22 – Additional interim data 2022 – Initial evaluation data1 Diabetic CKD 4/5 (15-20 ml/min/1.73m2) 2023 – CSR REACT®/CAKUT Congenital
Anomalies of Kidney and Urinary Tract (CAKUT) 2022 – Complete enrollment; Additional interim data Additional Platform Programs (Research) Optimize Preclinical IND Phase 1 Phase 2 Phase 3 Registration (BLA/MAA) REACT®/Gen Genetic Kidney
Disease (PCKD) - Prevent REACT®/Universal Allogeneic - Prevent 006 – Phase 3 Registrational Study 007 – Phase 2 Contralateral Dosing 003 – Low Baseline GFR 004 – Pediatric Study Timing 006 – Initiate 1H22 007
– Initial data 2022 002 – Longer follow-up data 2022 003 – Longer follow-up data 2022 004 – Longer follow up and additional new patients 2022 002 – Phase 2 Unilateral Dosing 1.Trial enrolling a double dose bilateral arm
and a single dose unilateral arm. Initial dose data from both arms 27
Clinical Data Multi-Center Randomized
Phase II Trial 28
Key Entry Criteria Type 2 Diabetic
Mellitus (DKD) Male or Female 30-80 years of age eGFR ≥20 and ≤50 mL/min/1.73m2 Not on renal dialysis, HbA1c <10% Pre-Screen eGFR UACR Screen & Biopsy Deferred (N = 42) End of Study (EOS) R 1 x 1 Stable Max Tolerated Meds
ACEI/ARB, SGLT2, etc. 12 months Observation on SoC 2nd REACT® Injection 1st REACT® Injection 2nd REACT® Injection 1st REACT® Injection Randomization Time between 1st and 2nd REACT® = 3-6 months Follow-up visits conducted at
3-month intervals after 3 months post 2nd REACT® injection until End of Study SoC largely included SGLT2s Active (N = 39) N = 81 Clinical Trial Design Overview MULTI-CENTER RANDOMIZED (1X1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B,
& 4 29
Treatment Effects of REACT® on
Diabetic Kidney Disease (DKD) in Trials to Date Robust Safety Profile in REACT®: Repeated injections of REACT® into kidneys have shown to be well tolerated in trials to date No product related SAEs and minimal with procedure Incidence of
renal bleeds lower than standard renal biopsy Safety In Contrast, Standard of Care Patients: >2/3 projected to progress to ESRD and dialysis* VS ~50% Improved renal function based on eGFR (sCre) > 80% Responders PROJECTED to never progress to
ESRD/RRT > 55% NORMALIZATION of Anemia *Based on Subjects Randomized to the Active and SOC Arms Note: ESRD refers to End Stage Renal Disease. SAEs refer to Serious Adverse Events Robust Efficacy and Safety Profile PHASE II TRIAL IN DIABETICS WITH
CKD STAGES 3A, 3B, & 4 30
REACT® Annual slope of eGFR
+4.1 ml/min/1.73m2/yr SOC Annual average change in eGFR -3.9 ml/min/1.73m2/yr Comparing Effect of REACT® vs. Standard of Care: eGFR for Active Cohort (N = 39) from 1st Injection to 12-Months Follow-up after 2nd Injection vs eGFR for
SOC (Deferred Cohort, N= 31) Before Crossed Over to REACT PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 Note: P-values calculated using Two Sided Welch Two Sample T Test
31
REACT® Renal function
improved + 4.1 ml/min/1.73m2 /yr An absolute improvement of + 5.7 ml/min/1.73m2 After a full course of REACT treatment eGFR decline is reversed Effect of REACT® on eGFR and UACR of Active Cohort (N=39) Of the 39 patients
randomized to Active cohort, 17 patients have early data: 7 patients (5 eGFR responders and 2 eGFR progressors) have received only 1st injection, and 10 patient (4 eGFR responders and 6 eGFR progressors) recently received their 2nd injection, but
have not yet reached 6 months of follow-up These patients may have not yet received full benefit of 2nd injection PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 32
REACT® Stabilization of CKD
Comorbidities: Anemia and Phosphatemia Effect of REACT® on Serum Hemoglobin and Phosphorus of Active Cohort (N=39) PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B
& 4 33
REACT®
Slowed decline from -5.1 ml/min/1.73m2/yr to -2.4 ml/min/1.73m2/yr REACT® demonstrated impact on very high-risk CKD populations for ESRD PRELIMINARY RESULTS FROM A PHASE II TRIAL IN HIGH-RISK PATIENTS RECEIVING 2
INJECTIONS OF REACT IN THE SAME KIDNEY. LOW EGFR (15 – 20 ML/MIN/1.73M2) AND SEVERE UACR (HIGH A3) Effect of REACT® on eGFR of All Patients (N=10) 34
No product related SAEs Rate and
type of adverse events in-line with expectations typical of a type 2 diabetic population <1.5% Procedurally related hematomas of the kidney capsule Standard biopsy <2% 1 2 3 >150 3 & 4 7 7 REACT® Injections CKD Stage Patients
Clinical Trials Years in Human Clinical Trials REACT Safety Summary > 150 REACT INJECTIONS IN CKD STAGES 3 AND 4 PATIENTS IN 7 CLINICAL TRIALS OVER A 7 YEAR TIME PERIOD 35
Diabetic Kidney Disease Phase 3
– 1:1 RCT trial with bi-lateral kidney dosing study of REACT® including a sham control arm and composite primary endpoint Patient Population: Type 2 Diabetes Mellitus, 30-80yrs of age; moderate to severe CKD with eGFR 20 -
50 mL/min/1.73m2 (a subset of Stages 3a, 3b and 4 patients) ~1,000 – 1,500 subjects planned enrollment REGEN-008 (Global-Launch anticipated 2024) – safety and durability of REACT® in Type 2 Diabetes Mellitus CKD subjects
Subjects treated with REACT® followed for 5 additional years Monitor progress on quarterly basis ~500 – 750 subjects, no control arm REGEN- 006 REGEN- 008 Based on Detailed FDA/EMA Interactions; Recent RMAT Designation Will Broaden FDA
Access REACT® PHASE 3 DEVELOPMENT PLAN 36
* Time to Event analysis **
Performed After Interim Analysis *** REGEN-008 Long Term Follow-up will continue to 2030 REGEN-006 Interim Analysis Anticipated in mid-2024, Conditional Approval Expected 2025 CLINICAL DEVELOPMENT TIMELINE 2027 2026 2025 2024 2023 2022 2021
REGEN-006 Patient Recruiting REGEN-006 2-Year Follow-up CSR / Reg Review Conditional REGEN-008 – Long Term Follow-up*** CSR / Reg Review Full** RMCL-002 Phase II (81 Pts) REGEN-003 Phase II (10 Pts) REGEN-007 Phase II (>20 Pts) Additional
Milestones All deferred patients dosed Additional interim data (2H 2022); All active patients complete 2-year follow-up All deferred patients complete 2-year follow-up CSR Last Patient Out of OLE CSR for OLE CSR Initial evaluation data1 CSR Interim
Analysis* REACT Launch REGEN 006 / 008 Registrational Program 2-year follow up 1. Trial enrolling a double dose bilateral arm and a single dose unilateral arm. Initial dose data from both arms REGEN-004 Phase I/II (15 Pts) Complete enrollment;
Additional interim data 37
Phase 3 Primary Composite Endpoint
Time to the earliest of: ≥ 40% Reduction in eGFR <15mL/min eGFR or Chronic Dialysis Increase in UACR 30% and >30 mg/g Renal or Cardiovascular mortality Necessary sample size is 1,000 vs. > 5,000 w/SGLT2s because of strong hazard ratio
Hazard Ratio REACT ® = 0.4 (p=0.01) SGLT2 > 0.65 Steps represent an event “+” indicates that a subject has been censored Censored: subject has not had an event as of last follow up & removed from the ‘at risk’
category Number at Risk: number of subjects able to have an event at each time point. Sizeable benefit of cell therapy - Hazard Ratio = 0.4 AD-HOC ANALYSIS OF PHASE 2 002 TRIAL USING PHASE 3 ENDPOINT 38
Manufacturing Process 39
High Level Manufacturing and
Regulatory Expertise To Date, Manufacturing Process Produced REACT® for 100% Patients (At least 5 doses for most patients) Compares favorably to most cell therapies average of ~85% Facilities and Processes Reviewed by EMA: Phase 3 / Commercial
Ready Projected COGS at Scale Support a Robust Business Model Note: EMA refers to European Medicines Agency. COGS refers to Cost of Goods Sold Manufacturing Strategy and Implications THE BEGINNING OF THE END OF RENAL FAILURE 40
Biopsy using standard diagnostic
procedure Biopsy processed at ProKidney’s manufacturing facility - commercial-ready facility HCTP/ MPA inspected QP approved Meets GMP requirement for phase 2/3 manufacturing Over 200 cell therapies produced Product injected in patient’s
kidney Biopsy Processing (<1 day) Cell Expansion (3 weeks) Final Selection (<1 day) Dose Preparation (1 day) Cell Delivery (Total ~10 weeks) Process Overview REACT MANUFACTURING 41
REACT® launch facility - built
after Phase 3 patients enrolled and dosing Scale out to up to 20,000 patients per year – Estimated Cost of ~$300M Bioprocess improvements Process automation Supply chain management Commercial manufacturing facilities – built post-launch,
funded from commercial cash flows Two additional facilities for 40,000 – 45,000 patients per year (combined) Full automation Optimized cost of goods Large scale supply chain efficiencies Evolution of Expected In-House Manufacturing Capacity
(Patients / Year) Current Capacity 700 – 800 Launch Facility 20,000 1 Post-launch Facilities 40,000 – 45,000 Total 60,000 – 65,000 1. Expected completion in 2026, or potentially earlier with additional funds Phased Build-out of
Manufacturing Capacity REACT® COMMERCIAL MANUFACTURING STRATEGY 42
Use of Proceeds 43
~$450 Million Required to Fund
Through REGEN-006 Interim Analysis in Mid-2024 Up to ~$775 Million to Allow for Additional Clinical Development and Launch Preparation Activities CURRENT FUNDING REQUIREMENTS Spend ($ mm) Uses Estimated Allocation of Proceeds R&D Clinical
program costs through YE2024 $220 S&M Commercial launch costs - ramp-up in 2024 50 Other OpEx G&A and other OpEx through YE2024 75 CapEx Commercial scale manufacturing facility (~$300mm total cost); currently expected to start construction
in 2024 and complete in 2026 105 Minimum Capital Required to Fund Through REGEN-006 Interim Analysis in Mid-2024 $450 R&D Incremental R&D, label and trial expansion 85 S&M Educational programs, payor discussions, centers of excellence
100 Other OpEx Incremental OpEx, support CapEx activities 15 CapEx Accelerate manufacturing build-out; ability to start construction in 2023 with expected completion in 2025 to support launch 125 Upsized Capital Requirement to Expand R&D and
Support Launch Preparation $775 44
Summary 45
The Problem The Goal The Goal
REACT® utilizes proprietary autologous cell therapy harvested from the patient’s own kidney REACT ® contains three specific cell types to help promote regrowth of all functional kidney segments Phase 3 clinical program received FDA
and EMA guidance for immediate start Conditional approval potential based on interim data analysis possible in 2024 Target commercial launch in 2025 75 million CKD/ESRD patients in US and EU >12 million people develop CKD each year in the US and
EU Treat millions of diabetic CKD patients worldwide Meaningfully reduce the number of people on dialysis or requiring transplantation each year Slow, Stabilize, or REVERSE the decline of kidney function to delay or prevent dialysis / renal
transplantation The Product The Plan ProKidney Summary 46
Overview1 Pre-money equity value of
$1.75 billion Pro forma equity value of ~$2.64 billion PIPE Financing $575 million common equity PIPE at $10.00 per share Affiliates of DNAC’s sponsor to commit $125 million Existing ProKidney investors to commit up to $50 million3 Ownership2
Existing shareholders to roll 100% of existing equity and receive ~66% of the pro forma equity in the combined company ~12% of the pro forma equity will be held by DNAC’s sponsor and public shareholders ~22% of the pro forma equity will be
held by PIPE investors Earn-out 17.5 million shares issuable to ProKidney’s existing shareholders in ~5.8 million share increments at $15.00, $20.00, and $25.00 per share Use of Proceeds To fund Phase 3 trial of REACT, manufacturing and
commercial buildout, and other general corporate purposes Transaction Overview The business combination and resulting company will be structured as a “Up-C” involving (i) DNAC as the surviving public corporation that is the managing
member of, and owns equity interests in, a subsidiary partnership, (ii) a right of the historic ProKidney owners who hold equity interests in such partnership to have their partnership interests redeemed or exchanged for DNAC stock (or the cash
equivalent thereof) and (iii) a customary tax receivable agreement pursuant to which DNAC agrees to pay to historic ProKidney owners a specified percentage of no less than 85% of the tax savings act actually recognized by DNAC following closing from
any pre-closing tax attributes of ProKidney or available to DNAC by reason of the Up-C structure Pro forma basis. At $10.00 per share, includes 0.64mm shares purchased for “at-risk” capital by DNAC’s sponsor and assumes a $575mm
common equity PIPE (inclusive of commitments by affiliates of DNAC’s sponsor and ProKidney’s existing investors), no redemptions, and excludes impact of earn-out issuable to ProKidney’s existing investors of 17.5 million shares
issued ratably at $15.00, $20.00, $25.00, unvested stock based compensation and reserved and unvested shares pursuant to the new, to-be-established equity incentive plan and employee stock purchase plan Up to $100 million of loans may be funded by
ProKidney's existing investors to support operational financing needs prior to closing, up to $50 million of which will at closing convert into PIPE shares and the remaining $50 million of which will at closing at the option of the lender be repaid
in cash or converted into PIPE shares at a price of $10.00 per share 47
Detailed Transaction Overview
Assumes no redemptions by DNAC public shareholders Pro forma basis. At $10.00 per share, assumes a $575mm common equity PIPE, no redemptions, and excludes impact of unvested stock-based compensation and reserved and unvested shares pursuant to the
new, to-be-established equity incentive plan and employee stock purchase plan Includes 0.64mm shares purchased for “at-risk” capital by DNAC’s sponsor Pro forma ownership excludes impact of earn-out issuable to ProKidney’s
existing investors of 17.5 million shares issued ratably at $15.00, $20.00, $25.00 Includes $775mm net proceeds and cash of $34mm, reflecting $4mm existing cash as of 9/30/21 adjusted for $30mm raise by existing investors in October 2021 Affiliates
of DNAC’s sponsor to commit to fund $125mm of PIPE proceeds. ProKidney’s existing investors to commit to fund up to $50mm of PIPE proceeds 48
Appendix 49
Additional Mechanism of Action
Detail 50
Expected Clinical Outcome Biological
Activity Anti-fibrosis Anti-inflammation Integration Chemotaxis-induction Repair +++ +++ +++ + Regeneration + + ++ +++ Restoration +++ +++ +++ +++ GO resource: Annotation and Ontology 150 x 106 REACT® @1.5mL 50 x 106 REACT® @ 0.5mLs 25
X106REACT® @ 0.25mLs Cells rapidly distribute throughout kidney and integrate into nephrons and interstitium Engraftment, Impact on Fibrosis/Inflammation, and Endogenous Regeneration MULTIPLE MECHANISMS OF REPAIR, REGENERATION AND RESTORATION
51
Improved filtration Protein balance
(UPC) improves with renal cell treatment Renal cell treatment promotes body weight gain Significant decrease in deleterious histological changes Increase in eGFR and Stabilization of UPC LONG-TERM CKD CANINE STUDY SUPPORTED DURABILITY OF REDUCTION
IN UPC (9 MONTHS) Untreated SRC Tx T-1 T-2 T-6 T-7 T-3 T-4 T-5 T-8 REACT Vehicle (n=4) REACT (n=4) REACT Maintains a Durable & Significant Reduction in UPC 52
Additional Clinical Data
53
CKD Underlying Condition Study
Design Dosing Regimen Study Population FVFP Enrollment Status Expected Milestones RMCL-002 Phase 2 US & Cayman Islands Type 2 Diabetes Prospective, randomized, double arm deferred treatment, open label, repeat dose, multi-center Two doses 3 x
106 cells/gKWest 6 months (+4 weeks) apart into same kidney 30 -80 years old with eGFR 20-50 mL/min/1.73m2 March 2017 81 participants1 Fully enrolled and ongoing 2022: All deferred patients dosed; Additional interim data
2023: All active patients complete 2-year follow-up REGEN-003 Phase 2 US Type 2 Diabetes Prospective, open-label, single arm, multi-center Two doses 3 x 106 cells/gKWest 6 months (+4 weeks) apart into same kidney 30 - 65 years with
eGFR 14-20 mL/min/1.73m2 March 2018 10 participants Fully enrolled and ongoing 2023: CSR REGEN-007 Phase 2 US Type 1 or 2 Diabetes Prospective, randomized, double arm, open label, repeat dose, multi-center Two doses of REACT 3 x
106 cells/gKWest by 3 months (+30 days) apart in contralateral kidneys 30 - 80 years old with eGFR 20-50 mL/min/1.73m2 July 2021 >20 participants Enrolling 2022: Initial evaluation data2 REGEN-004 Phase 1/2 US CAKUT
Prospective, open-label, single arm, multi-center Two doses 3 x 106 cells/gKWest 6 months (+4 weeks) apart into same kidney 18-65 years old with eGFR 14-50 mL/min/1.73m2 October 2019 15 participants Enrolling 2022: Complete
enrollment; Additional interim data REACT Ongoing Clinical Trials REACT HAS BEEN STUDIED IN MULTIPLE TRIALS ACROSS CENTERS SUPPORTING A ROBUST CLINICAL DATA SET Total of 83 participants were enrolled, due to replacements of withdrawn
participants Trial enrolling a double dose bilateral arm and a single dose unilateral arm. Initial dose data from both arms 54
REACT DEVELOPMENT PIPELINE 006 Study
Design Schematic Key Entry Criteria Type 2 Diabetic Mellitus (DKD) Male or Female 30-80 years of age eGFR ≥20 and ≤50 mL/min/1.73m2 Not on renal dialysis, HbA1c <10% Screening Visit Cohort 2 (2 REACT Injections) End of Study R
Randomization Time between 1st and 2nd REACT® injections = 3-6 months Follow-up visits conducted at 3-month intervals after 3 months post 2nd REACT® injection until End of Study Cohort 1 (Sham Procedures/Standard-of-Care) Day –60 /
Day –7 1:1 Day –7 / Day –1 Day of Biopsy Day of Injection 3 Months Day of Injection 24 Months Month 24 Day –7 / Day –1 Day of Biopsy Day of Injection 3 Months Day of Injection 24 Months Month 24 Pre-Sham Biopsy Visit
Biopsy 1st Sham Injection Follow-up Injection 2nd Sham Injection Follow-up Period EOS Pre-Biopsy Visit Biopsy 1st REACT Injection Follow-up Injection 2nd REACT Injection Follow-up Period EOS 55
Baseline eGFR: In 002, baseline eGFR
decline was defined as the annual eGFR slope observed in deferred patients who were maintained on SOC for 12 months before crossed over to receive REACT®. This cohort had an eGFR decline slope of ‒4.0 ml/min/1.73m2/yr A REACT®
eGFR-Responder: Patient with a post REACT® injection slope equal to ‒2.0 ml/min/1.73m2/yr or better, which represents ~50%1 or greater improvement in the annual eGFR slope For deferred patients, a second test was also used to measure the
relative improvement in renal function to determine if patient is eGFR-Responder Because deferred patients were followed on best SOC for 12 months post biopsy and before potentially crossing over to receive REACT®, we also defined eGFR
Responders as patients that showed a 2.0 ml/min/1.73m2/yr or greater improvement when comparing their pre- vs. post-REACT® injection eGFR slope A REACT® eGFR-Hyper-Responder: Patient with an annual eGFR slope > 0 An eGFR-Progressor:
Patient with a post REACT® injection slope less (worse) than ‒2.0 ml/min/1.73m2/yr PHASE II TRIAL – DEFINITIONAL CRITERIA FOR EXPLORATORY CLASSIFICATION eGFR-Responder vs. eGFR-Progressor Rationale 1.SGLT2 best outcome was to
slow the decline of renal function by ~ 29%; Today's standard-of-care therapies do not exceed this level of renal improvement 56
Randomization Scheme Balanced High
Risk Patient Population for eGFR and UACR Active (n=39*) Mean ± SD SOC (n=42) Mean ± SD Age 66.3 ± 10.1 64.5 ± 8.9 Gender 28.2% Female 71.8% Male 35.7% Female 64.3% Male eGFR All Patients 33.9 ± 8.59 31.5 ± 8.46
3A 43 ± 9 (n=3) 50 ± 2.65 (n=3) 3B 38.1 ± 6.55 (n=20) 36.8 ± 5.14 (n=16) 4 26.9 ± 5.46 (n=16) 25.3 ± 2.84 (n=23) UACR 24 hr. (Geometric Mean) N=31 N=38 All Patients 261 x/÷ 9.49 270 x/÷ 10.3 Mild 10.1
1.75 (n=7) 8.4 1.89 (n=8) Moderate 94.8 2.09 (n=12) 90.6 1.96 (n=9) Severe 2079 2.80 (n=12) 1667 2.54 (n=21) *42 subjects were randomized to the Active arm and 41 were randomized to the Deferred arm: 2 subjects randomized to the Active arm were
never treated, 1 subject due to eGFR too high and 1 subject due to consent withdrawal prior to injection; 1 subject was moved from the Active to the Deferred arm at the suggestion of the DSMB due to prolonged delay of first injection secondary to
DVT treatment. MULTI-CENTER RANDOMIZED PHASE II TRIAL IN DIABETES WITH CKD STAGES 3A, 3B & 4 Demographics of Enrolled Patients 57
REACT® Annual slope of eGFR
+5.0 ml/min/1.73m2/yr SOC Annual average change in eGFR -3.9 ml/min/1.73m2/yr Note: P-values calculated using Two Sided Welch Two Sample T Test PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH
CKD STAGES 3A, 3B & 4 Comparing Effect of Full REACT® Course (Both Injections) vs. Standard of Care: eGFR for Active Cohort (N = 39) from 2nd Injection to 12-Months Follow-up vs eGFR for SOC (Deferred Cohort, N= 31) Before Crossed Over to
REACT® 58
REACT® Renal function
improved by + 6.5 ml/min/1.73m2 eGFR slope now + 4.3 ml/min/1.73m2/yr REACT® eGFR slope -2.5 ml/min/1.73m2/yr With stabilization of kidney function 6 months after 2nd injection Level of UACR appears to correlate
with eGFR improvement Note: P-values calculated using Two Sided Welch Two Sample T Test PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 Effect of REACT® on All Injected
Patients (N = 59): eGFR-Responders (N = 32) vs eGFR-Progressors (N = 27) 59
REACT ® Larger eGFR effect size
with earlier injection of REACT® slope improved + 4.1 ml/min/1.73m2/yr Delayed REACT ® injection still provides eGFR benefit by attenuating decline of eGFR slope Deferred patients’ initial baseline eGFR of 35 declines
to 28.7 at time of injection. These patients lost kidney crucial reserve over 1 year. Level of eGFR function at time of injection appears predictive of benefit PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS
WITH CKD STAGES 3A, 3B & 4 Comparing Effect of REACT, Aligned At Screening and At Time of 1st Injection: eGFR for Active Cohort (N = 39) vs eGFR for Crossed Over Deferred Cohort (N = 20) 60
REACT® Renal function
improved by + 8.6 ml/min/1.73m2 eGFR slope now + 6.5 ml/min/1.73m2/yr REACT® eGFR slope -0.3 ml/min/1.73m2/yr With stabilization of kidney function. Potential increase 6 months after 2nd injection Level of
UACR appears to correlate with eGFR improvement Note: P-values calculated using Two Sided Welch Two Sample T Test PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 Effect of
REACT® on eGFR and UACR of Active Cohort (N = 39): eGFR-Responders (N = 19) vs eGFR-Progressors (N = 20) 61
REACT® Renal function
improved by +5.4 ml/min/1.73m2 eGFR slope now + 4.6 ml/min/1.73m2 /yr Progressors REACT® slowed Renal function slope decline by 12.3 ml/min/1.73m2/yr Level of UACR appears to correlate with eGFR improvement PRELIMINARY
RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 Comparing Effect of Full REACT® Course (Both Injections) 12-Months Follow-up after 2nd Injection: eGFR-Responders (N=8) vs
eGFR-Progressors (N= 4) 62
REACT® eGFR-Responders improved
eGFR by 2.4 ml/min/1.73m2 over 18 months eGFR slope stabilized SOC Patients with eGFR of around 25 ml/min/1.73m2 do not sustain renal function over 12-month observation period and now on dialysis Progessors had an irregular response after
REACT® injection losing on average 9.1 ml/min/1.73m2 over 30 months of follow-up PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED (1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 Effect of REACT® on Deferred
Cohort: eGFR-Responders (N = 13) vs eGFR-Progressors (N = 7) vs ESRD/Dialysis Patients (N = 5) 63
REACT® Renal function
improved to + 4.4 ml/min/1.73m2/yr After only a single injection eGFR-Responders Renal function improvement eGFR-Progressors REACT® slowed decline by 8.3 ml/min/1.73m2/yr PRELIMINARY RESULTS FROM A MULTI-CENTER RANDOMIZED
(1 X 1) PHASE II TRIAL IN DIABETICS WITH CKD STAGES 3A, 3B & 4 Effect of REACT® on eGFR and UACR of Active Cohort Patients that Received 1 Injection: All Patients (N = 7) and eGFR-Responders (N = 3) vs eGFR-Progressors (N = 4)
64
0.5 – 1.0 ml/min/1.73 m2/yr
improvement in eGFR Slope over 3-months predictive of clinical benefit.1 While This is a Step forward, Patients Still Lose Kidney Function MOST RECENTLY APPROVED CKD DRUG CLASS INCREMENTALLY SLOWS EGFR LOSS Source:The New England Journal of Medicine
1.Inker et al, METAANALYSIS JASN, 2019. GFR Slope as a Surrogate End Point for Kidney Disease Progression in Clinical Trials: A Meta-Analysis of Treatment Effects on Randomized Controlled Trials Canagliflozin Dapagliflozin Empagliflozin
65
Additional Manufacturing Detail
66
Enhancing Manufacturing Capabilities
MANUFACTURING STRATAGIES Biopsy Processing Cell Expansion Cell Selection Dose Preparation 1 2 5 10 40 Available Commercially Automations Project Available Commercially 67
Risk Factors 68
Certain factors may have a material
adverse effect on the business, financial condition and results of operations of Social Capital Suvretta Holdings Corp. III (“SCS”) and ProKidney, LP (“ProKidney”). The risks and uncertainties described below are not the only
ones SCS and ProKidney face. Additional risks and uncertainties that SCS and ProKidney are unaware of, or that they currently believe are not material, may also become important factors that adversely affect SCS’s and ProKidney’s
businesses. If any of the following risks actually materialize, SCS’s, ProKidney’s or the combined company’s businesses, financial conditions, results of operations and future prospects could be materially and adversely affected.
In that event, the trading price of the combined company’s equity securities following the business combination could decline, and you could lose part or all of your investment. The list below is qualified in its entirety by disclosures
contained in documents previously filed or furnished by SCS with the SEC and future documents filed or furnished by SCS and ProKidney with the SEC. You should review this Presentation and perform your own due diligence prior to making an investment
in SCS and ProKidney. Risks Related to ProKidney’s Financial Position and Need for Additional Capital ProKidney has incurred significant net losses since inception and expects to continue to incur significant net losses for the foreseeable
future. Even if the business combination is successful, ProKidney will require substantial additional capital to finance its operations. If ProKidney is unable to raise such capital when needed, or on acceptable terms, ProKidney may be forced to
delay, reduce and/or eliminate one or more of its research and drug development programs, future commercialization efforts or other operations. Risks Related to Research and Development of ProKidney’s Product Candidates ProKidney has a limited
operating history and has not generated any revenue to date, and may never become profitable. ProKidney’s business is highly dependent on the success of its lead product candidate, REACT, as well as any other future product candidates that
ProKidney may advance into clinical development. ProKidney’s REACT and other product candidates in the future will require significant additional preclinical and clinical development and funding before ProKidney may be able to seek regulatory
approval and launch a product commercially. REACT is based on a novel technology, which makes it difficult to predict the time and cost of product development and of subsequently obtaining regulatory approval. Clinical development involves a
lengthy, complex and expensive process, with an uncertain outcome, and the results of preclinical studies and early stage clinical trials of ProKidney’s REACT and any of its future product candidates in the future may not be predictive of the
results of later stage clinical trials. Further, ProKidney may encounter substantial delays in completing the development of REACT and any of its future product candidates. The regulatory approval processes of the U.S. Food and Drug Administration
(the “FDA”), European Medicines Agency and comparable foreign authorities are lengthy, time consuming and inherently unpredictable. If ProKidney is not able to obtain required regulatory approval for REACT, its lead product candidate, or
any of its future product candidates, ProKidney’s business will be harmed. ProKidney’s preclinical studies and clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of REACT or any of its future product
candidates, or serious adverse or unacceptable side effects may be identified during the development of REACT or any of its future product candidates, which could prevent, delay or limit the scope of regulatory approval of REACT or any of its future
product candidates, limit their commercialization, increase ProKidney’s costs or necessitate the abandonment or limitation of the development of REACT or some of its future product candidates. Negative public opinion and increased regulatory
scrutiny of cell therapy using REACT may adversely impact the development or commercial success of ProKidney’s current and future product candidates. If ProKidney encounters difficulties enrolling patients in its clinical trials,
ProKidney’s clinical development activities could be delayed or otherwise adversely affected. The design or execution of ProKidney’s ongoing and future clinical trials may not support marketing approval. Breakthrough Therapy Designation,
Fast Track Designation and RMAT Designation by the FDA, none of which has been obtained, even if granted for any of ProKidney’s current or future product candidates, may not lead to a faster development or regulatory review process, and such
designations do not increase the likelihood that any of ProKidney’s product candidates will receive marketing approval in the United States. ProKidney may expend its limited resources to pursue a particular product candidate or indication and
fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success. ProKidney plans to conduct and may in the future conduct additional clinical trials for REACT outside the
United States, and the FDA and similar foreign regulatory authorities may not accept data from such trials conducted in locations outside of their jurisdiction. ProKidney may not be successful in its efforts to identify or discover additional
product candidates in the future. Due to ProKidney’s limited resources and access to capital, ProKidney must make decisions on the allocation of resources to certain programs and product candidates; these decisions may prove to be wrong and
may adversely affect its business. If ProKidney does not achieve its projected development goals in the time frames it announces and expects, the commercialization of its products may be delayed or never achieved. ProKidney must attract and retain
highly skilled employees in order to succeed. If ProKidney is not able to retain its current senior management team and its scientific advisors or continue to attract and retain qualified scientific, technical and business personnel, its business
will suffer. ProKidney’s business and operations may be adversely affected by the evolving and ongoing COVID-19 global pandemic. Risks Related to the Manufacturing of ProKidney’s Product Candidates Cell therapies are complex and
difficult to manufacture, and ProKidney could experience manufacturing problems that result in delays in the development or commercialization of REACT, its lead product candidate, or otherwise harm its business. REACT, ProKidney’s lead product
candidate, is biologics and the manufacture of REACT is complex; ProKidney may encounter difficulties in production. If ProKidney encounters such difficulties, its ability to provide supply of its product candidates for clinical trials or any
approved products could be delayed or stopped. The initiation of pivotal Phase 3 clinical trials for REACT, ProKidney’s cell therapy product candidate, requires the validation and establishment of manufacturing controls that may delay
ProKidney’s product development timelines. ProKidney’s autologous cell therapy products are patient specific and ProKidney needs to ensure that the correct product is administered to the correct patient. Delays in obtaining regulatory
approval of the manufacturing process and facility to produce REACT or disruptions in the manufacturing process may delay or disrupt its commercialization efforts. Until recently, no current good manufacturing practices, or cGMP, cell therapy
manufacturing facility in the United States had received approval from the FDA for the manufacture of an approved cell therapy product. ProKidney does not have experience as a company managing a complex supply chain or satisfying
manufacturing-related regulatory requirements. Managing an autologous ex vivo cell therapy supply chain is highly complex. ProKidney must identify, engage, and coordinate with treatment centers where patients’ cellular source material must be
collected, prepared, stored and transported to the manufacturing facility and the cryopreserved cell therapy product must be returned to the treatment center for administration to the patient using controlled temperature shipping containers.
ProKidney depends on third-party suppliers for materials that are necessary for the conduct of preclinical studies and manufacture of REACT, its lead product candidate, for clinical trials, and the loss of these third-party suppliers or their
inability to supply ProKidney with sufficient quantities of adequate materials, or to do so at acceptable quality levels and on a timely basis, could harm ProKidney’s business. Any microbial contamination in the manufacturing process for
ProKidney’s cell-based product, shortages of raw materials or failure of any of ProKidney’s key suppliers to deliver necessary components could result in delays in its clinical development or marketing schedules. REACT requires
cryopreservation with specific storage, handling and administration at the clinical sites. Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay. ProKidney’s current operations are
concentrated in one location. ProKidney or the third parties upon whom it depends may be adversely affected by earthquakes, wildfires or other natural disasters, and its business continuity and disaster recovery plans may not adequately protect
ProKidney from a serious disaster. Risks Related to the Commercialization of ProKidney’s Product Candidate Even if a product candidate ProKidney develops receives marketing approval, it may fail to achieve the degree of market acceptance by
physicians, patients, third-party payors and others in the medical community necessary for commercial success. ProKidney currently has no marketing and sales organization and has no experience as a company in commercializing products, and ProKidney
may have to invest significant resources to develop these capabilities. If ProKidney is unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell any products for which it obtains regulatory
approval, it may not be able to generate product revenue. The affected populations for REACT or any of ProKidney’s future product candidates may be smaller than it or third parties currently project, which may affect the addressable markets
for its current or future product candidates. Obtaining and maintaining regulatory approval of REACT or any of ProKidney’s future product candidates in one jurisdiction does not mean that it will be successful in obtaining regulatory approval
of its current or future product candidates in other jurisdictions. Off-label use or misuse of ProKidney’s products may harm its reputation in the marketplace, result in injuries that lead to costly product liability suits, and/or subject
ProKidney to penalties if it fails to comply with regulatory requirements or experiences unanticipated problems with any product. ProKidney’s REACT and other product candidates for which ProKidney intends to seek approval may face competition
sooner than anticipated, and ProKidney’s operating results will suffer if it fails to compete effectively. Competitor companies or hospitals may be able to take advantage of Eurpoean Union rules permitting sales of unlicensed medicines for
individual patients to sell competing products without a marketing authorization. Coverage and reimbursement may be limited or unavailable in certain market segments for REACT or any of ProKidney’s future product candidates, if approved, which
could make it difficult for ProKidney to sell any product candidates profitably. If product liability lawsuits are brought against ProKidney, ProKidney may incur substantial financial or other liabilities and may be required to limit
commercialization of REACT or any of its future product candidates. If ProKidney or any contract manufacturers and suppliers it engages fails to comply with environmental, health, and safety laws and regulations, ProKidney could become subject to
fines or penalties or incur costs that could substantially harm its business. Risks Related to ProKidney’s Reliance on Third Parties ProKidney relies on third parties to conduct, supervise and monitor a certain portion of its research and
preclinical testing and clinical trials for its product candidates, and if those third parties do not successfully carry out their contractual duties, comply with regulatory requirements or otherwise perform satisfactorily, ProKidney may not be able
to obtain regulatory approval or commercialize product candidates, or such approval or commercialization may be delayed, and ProKidney’s business may be substantially harmed. ProKidney relies on third parties for materials, including tissue
samples, required for its research and development activities, and if ProKidney is unable to reach agreements with these third parties its research and development activities would be delayed. ProKidney has no manufacturing capacity and has relied
and expects to continue to rely completely on third parties to produce its product candidates. The development and commercialization of any of REACT or any of its future product candidates could be stopped, delayed or made less profitable if those
third parties fail to provide ProKidney with sufficient quantities of such product supplies or fail to do so at acceptable quality levels, including in accordance with applicable regulatory requirements or contractual obligations, and
ProKidney’s operations could be harmed as a result. ProKidney may in the future seek to enter into collaborations with third parties for the development and commercialization of REACT or any of its future product candidates and its future
collaborations will be important to its business. If ProKidney is unable to enter into collaborations, or if these collaborations are not successful, its business could be adversely affected. Risk Factors 69
Risks Related to Legal and
Regulatory Compliance Matters ProKidney’s relationships with customers, health care providers, physicians, prescribers, purchasers, third-party payors, charitable organizations and patients will be subject to applicable anti-kickback, fraud
and abuse and other health care laws and regulations, which could expose it to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings. Even if ProKidney receives regulatory approval of
any product candidates, it will be subject to ongoing regulatory oversight and continued regulatory review, which may result in significant additional expense and ProKidney may be subject to penalties if it fails to comply with regulatory
requirements or experiences unanticipated problems with REACT or any of its future product candidates. Changes in health care policies, laws, and regulations, including legislative measures aimed at reducing health care costs, may impact
ProKidney’s ability to obtain approval for, or commercialize REACT or any of its future product candidates, if approved. Inadequate funding for the FDA, the SEC and other government agencies could hinder their ability to hire and retain key
leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of its business may
rely, which could negatively impact its business. EU drug marketing and reimbursement regulations may materially affect ProKidney’s ability to market and receive coverage for its products in the European member states. ProKidney may incur
substantial costs in its efforts to comply with evolving global data protection laws and regulations, and any failure or perceived failure by ProKidney to comply with such laws and regulations may harm its business and operations. Legal, political
and economic uncertainty, relating to our international operations could negatively impact or restrict ProKidney’s operations. ProKidney is subject to certain U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions,
and other trade laws and regulations. ProKidney can face serious consequences for violations. Risks Related to ProKidney’s Intellectual Property ProKidney’s success depends in part on its ability to protect its intellectual property. It
is difficult and costly to protect ProKidney’s proprietary rights and technology, and ProKidney may not be able to ensure their protection. ProKidney may enter into license or other collaboration agreements in the future that may impose
certain obligations on it. If ProKidney fails to comply with its obligations under such future agreements with third parties, it could lose license rights that may be important to its future business. If ProKidney is unable to protect the
confidentiality of its trade secrets, the value of its technology could be negatively impacted, and its business and competitive position would be harmed. Third-party claims of intellectual property infringement may be costly and time consuming to
defend, and could prevent or delay ProKidney’s product discovery, development and commercialization efforts. Third parties may assert that ProKidney is employing their proprietary technology without authorization. Third parties may assert that
ProKidney’s employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets. ProKidney may not identify relevant third party patents or may incorrectly interpret the relevance, scope or
expiration of a third party patent which might adversely affect its ability to develop and market its products. ProKidney may not be successful in obtaining or maintaining necessary intellectual property rights to develop any future product
candidates on acceptable terms. ProKidney may be involved in lawsuits to protect or enforce its patents or the patents of its licensors, or challenging the patent rights of others, which could be expensive, time-consuming and unsuccessful. Obtaining
and maintaining ProKidney’s patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and its patent protection could be reduced or
eliminated for non-compliance with these requirements. Certain patents covering REACT could be found invalid or unenforceable if challenged in court or the USPTO. Changes in patent law in the U.S. and in other jurisdictions could diminish the value
of patents in general, thereby impairing ProKidney’s ability to protect its products. ProKidney has limited foreign intellectual property rights and may not be able to protect and enforce its intellectual property rights throughout the world.
Patent terms may be inadequate to protect ProKidney’s competitive position on REACT for an adequate amount of time, and if ProKidney does not obtain protection under the Hatch-Waxman Amendments and similar non-United States legislation for
extending the term of patents covering each of its product candidates, its business may be materially harmed. Any trademarks ProKidney has obtained or may obtain may be infringed or otherwise violated, or successfully challenged, resulting in harm
to its business. Risks Related to Managing ProKidney’s, SCS’s and the Combined Company’s Businesses and Operations ProKidney expects to expand its clinical development and regulatory capabilities and potentially implement
sales, marketing and distribution capabilities, and as a result, ProKidney may encounter difficulties in managing its growth, which could adversely affect its operations. If ProKidney loses key management personnel, or if it fails to recruit
additional highly skilled personnel, ProKidney’s ability to develop current product candidates or identify and develop new product candidates will be impaired, which could result in loss of markets or market share and could make ProKidney less
competitive. ProKidney’s employees, independent contractors, consultants, collaborators, principal investigators, CROs, suppliers and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory
standards and requirements. ProKidney’s internal computer systems, or those of its collaborators or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of its product development
programs. Failure to comply with healthcare data protection laws and regulations could lead to government enforcement actions (which could include civil or criminal penalties), private litigation, and/or adverse publicity and could negatively affect
its operating results and business. Risks Related to the Ownership of the Combined Company’s Equity Securities and the Business Combination ProKidney and SCS will incur significant transaction and transition costs in connection with the
business combination. Events, changes or other circumstances, many of which are beyond the control of ProKidney and SCS, could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the business
combination. The consummation of the business combination is expected to be subject to a number of conditions, many of which will be beyond the control of ProKidney and SCS, including the approval of the shareholders of SCS and a minimum cash
condition. The benefits of the business combination may not be realized to the extent currently anticipated by ProKidney and SCS, or at all, and the costs related to the business combination could be significantly higher than currently anticipated.
A public market for ProKidney’s equity securities may not develop. There is no guarantee that an SCS stockholder’s decision as to whether to redeem its SCS Class A shares for a pro rata portion of the Trust Account will put the
stockholder in a better or worse economic position. The combined company will incur increased expenses as a result of being a public company, and the combined company’s current resources may not be sufficient to fulfill its public company
obligations. The market price of the combined company’s equity securities may be volatile, and your investment could suffer or decline in value. The combined company is expected to be an “emerging growth company” and avail itself
of the reduced disclosure requirements applicable to emerging growth companies, which could make the combined company’s equity securities less attractive to investors. The combined company could be the subject of securities class action
litigation due to future stock price volatility or otherwise, which could divert management’s attention and materially and adversely affect the combined company’s business, financial position, results of operations and cash flows. The
combined company does not currently anticipate paying dividends on its equity securities, and, consequently, purchasers of its equity securities may never receive a return on their investment. Future sales of equity securities by existing
shareholders or by ProKidney, or future dilutive issuances of equity securities by the combined company, could adversely affect prevailing market prices for the combined company’s equity securities. The combined company’s quarterly
results of operations may fluctuate. As a result, the combined company may fail to meet or exceed the expectations of investors or securities analysts, which could cause the combined company’s share price to decline. If securities or industry
analysts do not publish research or publish inaccurate or unfavorable research about the combined company or its business, the combined company’s trading price and volume could decline. Changes in U.S. tax law could adversely affect the
combined company’s financial condition and results of operations. The combined company’s ability to use its net operating loss carryforwards and certain tax credit carryforwards may be subject to limitation. The combined company’s
effective tax rate may fluctuate, and it may incur obligations in tax jurisdictions in excess of accrued amounts. The risks described above are not the only ones faced by ProKidney, SCS and the combined company. You should also carefully review the
sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the filings that SCS has made and that SCS and ProKidney will make with the U.S. Securities and Exchange Commission. General Risk
Factors ProKidney will incur significant increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives. If the combined company fails to maintain an
effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud. As a result, stockholders could lose confidence in the combined company’s financial and other public
reporting, which would harm its business and the trading price of its common stock. The combined company’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Unfavorable global economic conditions could
adversely affect ProKidney’s, SCS’s or the combined company’s business, financial condition or results of operations. Risk Factors (cont’d) 70
