Tolerantia, LLC Amends ProKidney Corp. Stake Filing

TL;DR

Tolerantia, LLC updated its ProKidney Corp. filing on 6/14/24 - ownership change incoming.

AI Summary

Tolerantia, LLC, a significant shareholder, filed an amendment to its Schedule 13D on June 14, 2024, regarding its holdings in ProKidney Corp. The filing indicates a change in the beneficial ownership of ProKidney Corp. securities by Tolerantia, LLC. Specific details on the exact number of shares or percentage change are not immediately available in this excerpt, but the amendment signifies an update to their stake.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of ProKidney Corp., which could influence its stock price and future corporate actions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor sentiment or strategy, potentially impacting the stock.

Key Players & Entities

• Tolerantia, LLC (company) — Filing entity
• ProKidney Corp. (company) — Subject company
• PABLO LEGORRETA (person) — Group member
• Social Capital Suvretta Holdings Corp. III (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — er) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securitie
• $50,000,000 — An affiliate of Mr. Legorreta borrowed $50,000,000 from an investment-related credit facil
• $2.42 — ry shares at a public offering price of $2.42 per share. The Offering closed on June

Filing Documents

• sc_13da_tolerantia.htm (SC 13D/A) — 50KB
• 0001315863-24-000510.txt ( ) — 52KB

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration.

of Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 3 of Schedule 13D is supplemented and superseded, as the case may be, as follows: An affiliate of Mr. Legorreta borrowed $50,000,000 from an investment-related credit facility with Morgan Stanley Private Bank, National Association to fund a portion of the acquisition made by the Reporting Persons described below. The loan was not secured by the securities described herein. The remaining portion of the acquisition cost was paid with personal funds. The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction.

of Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows: On June 11, 2024, the Issuer entered into an underwriting agreement with Jefferies LLC, J.P. Morgan Securities LLC, and Guggenheim Securities, LLC as the representatives of the underwriters named therein relating to an underwritten public offering (the "Offering") of Class A ordinary shares at a public offering price of $2.42 per share. The Offering closed on June 13, 2024, and the Reporting Persons purchased 22,617,909 Class A ordinary shares in the Offering at a price of $2.42 per share.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) Tolerantia: Amount beneficially owned: 111,257,870 Percent of Class: 38.7% based on the number of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis and 53.4% based solely on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the Common Units beneficially owned by or for the benefit of Tolerantia as set forth below Number of shares the Reporting Person has: Sole power to vote or direct the vote: 0 Shared power to vote: 111,257,870 Sole power to dispose or direct the disposition of: 0 Shared power to dispose or direct the disposition of: 111,257,870 Pablo Legorreta: Amount beneficially owned: 111,257,870 Percent of Class: 38.7% based on the number of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis and 53.4% based on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the Common Units held by or for the benefit of Tolerantia, which are deemed to be beneficially owned by Mr. Legorreta as set forth below Number of shares the Reporting Person has: Sole power to vote or direct the vote: 0 Shared power to vote: 111,257,870 Sole power to dispose or direct the disposition of: 0 Shared power to dispose or direct the disposition of: 111,257,870 Mr. Legorreta controls the voting and disposition of the shares held by Tolerantia. Mr. Legorreta disclaims beneficial ownership of the shares held by Tolerantia except to the extent of his indirect pecuniary interest therein. The aggregate percentage of Class A ordinary shares reported as beneficially owned by each Reporting Person is determined in accordance with SEC rules and is based upon a total of 287,261,909 shares, comprising 119,538,356 Class A ordinary shares and 167,723,553 Class B ordinary shar

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows: In connection with ProKidney's launch of the underwritten offering described in Item 4, Pablo Legorreta entered into a lock-up agreement with the underwriters to prohibit the sale of Class A ordinary shares or Class B ordinary shares for 90 days after the date of the final prospectus.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. 99.1 Form of Lock-Up Agreement, which is incorporated by reference to Exhibit A to the Underwriting Agreement, filed as Exhibit 1.1 to ProKidney's Current Report on Form 8-K filed with the SEC on June 13, 2024. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 14, 2024 TOLERANTIA, LLC By: /s/ Jaime Gomez-Sotomayor Name: Jaime Gomez-Sotomayor Title: Authorized Signatory PABLO LEGORRETA By: /s/ Pablo Legorreta

View Full Filing

View this SC 13D/A filing on SEC EDGAR