ProKidney Corp-A 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year ended December 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 FOR THE TRANSITION PERIOD FROMTOCommission File Number 001-40560 ProKidney Corp.(Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant wasrequired to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing priceof the ordinary shares on The Nasdaq Stock Market on June 30, 2024, was $232,629,556.As of March 17, 2025, there were 129,536,121 Class A ordinary shares, par value $0.0001 per share and 163,161,528 Class B ordinaryshares, par value $0.0001 per share, outstanding. Table of Contents Page PART IItem 1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities87Item 6.Reserved88Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations88Item7A.Quantitative and Qualitative Disclosures About Market Risk94Item 8.Financial Statements and Supplementary Data94 Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure94Item9A.Controls and Procedures94Item9B.Other Information95Item9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections95 PARTIIIItem10.Directors, Executive Officers and Corporate Governance96Item11.Executive Compensation103Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters111Item13.Certain Relationships and Related Transactions, and Director Independence113Item14.Principal Accounting Fees and Services117 PARTIVItem15.Exhibits and Financial Statement SchedulesItem 16Form 10-K Summary 118120 In this Annual Report on Form 10-K, the terms “we”, “us”, “our”, the “Company” and “ProKidney” meanProKidney Corp. (formerly Social Capital Suvretta Holdings Corp. III) and our subsidiaries. On July 11, 2022(the “Closing Date”), Social Capital Suvretta Holdings Corp. III, an exempted company registered under the lawsof the Cayman Islands (“SCS” and after the Business Combination described herein, the “Company”),consummated a business combination (the “Business Combination”) pursuant t