SCHEDULE 13D/A: Tolerantia LLC and Pablo Legorreta Maintain Significant Stake in ProKidney Corp. Following Share Distribution

Tolerantia, LLC and its controlling person, Pablo Legorreta, continue to beneficially own 36.5% of ProKidney Corp.'s combined Class A and Class B ordinary shares after a recent distribution of Class A shares to unaffiliated investors.

Summary

• Tolerantia, LLC and Pablo Legorreta collectively beneficially own 106,901,339 shares of ProKidney Corp.
• This ownership represents 36.5% of the combined Class A and Class B ordinary shares outstanding.
• Based solely on outstanding Class A ordinary shares and those issuable upon conversion of Class B shares and Common Units, their beneficial ownership is 49.1%.
• The total beneficially owned shares consist of 22,617,909 Class A ordinary shares and 84,283,430 Class B ordinary shares.
• Pablo Legorreta controls the voting and disposition of shares held by Tolerantia, LLC, which he controls and majority-owns.
• Prior to June 3, 2025, Tolerantia held 88,107,426 Paired Interests (Common Units and equal Class B ordinary shares).
• Of these Paired Interests, 84,160,537 were held by Nefro Health, an affiliate controlled by Mr. Legorreta, and 3,946,889 were held by unaffiliated investors.
• On June 3, 2025, Tolerantia exchanged 3,823,996 Paired Interests attributable to unaffiliated investors for an equal number of Class A ordinary shares.
• These 3,823,996 Class A ordinary shares were subsequently distributed pro rata to the unaffiliated investors for no consideration.
• The aggregate percentage of Class A ordinary shares reported is based on 292,703,024 total shares outstanding as of May 12, 2025, comprising 133,360,117 Class A and 159,342,907 Class B ordinary shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there's a slight reduction in direct holdings for Tolerantia due to the distribution, the core beneficial ownership and control by Tolerantia/Legorreta remain very strong. The transaction itself is a planned restructuring, not indicative of negative operational performance or a loss of confidence.

Positives

• The reporting persons, Tolerantia, LLC and Pablo Legorreta, maintain a significant beneficial ownership stake of 36.5% (or 49.1% on a Class A equivalent basis), indicating continued strong commitment and control over ProKidney Corp.
• The distribution of shares to unaffiliated investors clarifies the ownership structure and may improve liquidity for those specific shares without significantly diluting the core control of the reporting persons.

Negatives

• The distribution of 3,823,996 Class A ordinary shares to unaffiliated investors, while a planned transaction, represents a slight reduction in the direct holdings of Tolerantia, LLC, though the overall beneficial ownership percentage for the reporting persons remains substantial.

Risks

• The document does not explicitly mention new risks; however, significant concentration of ownership (36.5% or 49.1% Class A equivalent) by a single entity/individual could be perceived as a risk by some investors due to potential for less diversified decision-making or influence.

Future Outlook

The document is an ownership disclosure and does not provide forward-looking statements or guidance regarding the company's operations or financial performance.

Industry Context

This Schedule 13D amendment primarily concerns changes in beneficial ownership structure for ProKidney Corp., a biotechnology company. It does not provide broader industry context or trends, focusing solely on the reporting persons' holdings.

Related Party Transactions

• Tolerantia, LLC is an affiliate controlled and majority-owned by Mr. Pablo Legorreta.
• Nefro Health, an Irish partnership, which held a significant portion of the Paired Interests prior to the transaction, is also an affiliate controlled and majority-owned by Mr. Pablo Legorreta.

Stakeholder Impact

• Shareholders: The distribution of Class A shares to unaffiliated investors may slightly increase the free float of Class A shares, potentially improving liquidity for those specific shares. The continued significant ownership by Tolerantia/Legorreta indicates stable control.
• Employees, Customers, Suppliers, Creditors: The document does not contain information directly impacting these stakeholders, as it focuses solely on beneficial ownership changes.

Key Dates

Keywords

ProKidney Corp., Tolerantia LLC, Pablo Legorreta, Schedule 13D, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, Common Units, Share Distribution, SEC Filing, Corporate Control