Billionaire Chamath Palihapitiya’s Social Capital Suvretta Holdings III filed a proxy on its proposed merger with ProKidney, a clinical-stage cellular therapeutics company.
The deal values the combined company at an equity value of $2.64 billion post-money.
As announced last June, the transaction is expected to deliver up to $825 million to ProKidney, including the contribution of up to $250 million of cash held in the SPAC’s trust, less any redemptions, and a fully committed PIPE of $575 million.
The PIPE is led by a $125 million contribution from Social Capital, with an additional $50 million from ProKidney’s existing investors, approximately $30 million from Suvretta Capital’s Averill strategy with the remaining $370 million coming from institutional investors and family offices. Existing ProKidney equity holders will roll 100% of their equity into the combined company and will be eligible to receive up to 17.5 million additional SCS shares through an earnout based on ProKidney’s future stock performance.
Existing ProKidney shareholders and management have also committed to lock up 50% of their equity interests until the earlier of five years or regulatory market authorization, including full or conditional authorization, to market its lead product candidate, REACT®.
If approved, upon closing the combined company would trade on the Nasdaq under the symbol PROK. Read more.
