SCHEDULE 13D/A: Major Shareholder Tolerantia Updates Stake in ProKidney Corp. Following Internal Share Exchange

Tolerantia, LLC and Pablo G. Legorreta have filed an Amendment No. 4 to their Schedule 13D, detailing a recent internal share exchange and reaffirming their significant beneficial ownership of 38% in ProKidney Corp.

Summary

• Tolerantia, LLC and Pablo G. Legorreta continue to beneficially own 110,725,335 Class A ordinary shares of ProKidney Corp.
• This represents 38.0% of the combined Class A and Class B ordinary shares outstanding, or 51.1% based solely on outstanding Class A shares and Class A shares issuable upon conversion.
• The beneficial ownership includes 22,617,909 Class A ordinary shares and 88,107,426 Class B ordinary shares.
• On February 4, 2025, Tolerantia exchanged 532,535 Paired Interests (Common Units and Class B shares) for an equal number of Class A ordinary shares.
• These 532,535 Class A shares were then distributed pro rata to unaffiliated investors for no consideration.
• The total outstanding shares used for calculation are 291,661,950 (128,500,778 Class A and 163,161,172 Class B) as of November 11, 2024.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership, detailing a specific share exchange and distribution. It does not contain information that would significantly alter the perception of the company's financial health or prospects, maintaining a neutral sentiment.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The document details that Tolerantia, LLC is an affiliate controlled and majority-owned by Mr. Pablo Legorreta, and Nefro Health, an Irish partnership, is also an affiliate controlled and majority-owned by Mr. Pablo Legorreta. The transaction involved the exchange and distribution of shares previously held by Tolerantia, some of which were attributable to interests of unaffiliated investors.

Stakeholder Impact

• Shareholders: The distribution of Class A ordinary shares to unaffiliated investors means a slight shift in the direct holders of Class A shares, but the overall beneficial ownership of the reporting persons remains high, indicating continued significant influence.
• Unaffiliated Investors: These investors received Class A ordinary shares in-kind pro rata for no consideration, which could be seen as a positive event for them as they now hold directly tradable Class A shares.

Key Dates

Keywords

ProKidney Corp., Tolerantia LLC, Pablo Legorreta, Schedule 13D, Beneficial Ownership, Class A ordinary shares, Class B ordinary shares, SEC filing, Share Exchange, Equity Stake