PROKIDNEY CORP. — Major Shareholding Notification 2024

Feb 13, 2024

SC 13G/A 1 d10978991_13g-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

| ProKidney
Corp. |
| --- |
| (Name
of Issuer) |

| Class
A ordinary shares, par value $0.0001 per share |
| --- |
| (Title
of Class of Securities) |

G7S53R104
(CUSIP
Number)

| December
31, 2023 |
| --- |
| (Date
of Event Which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

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CUSIP No. G7S53R104

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Suvretta Capital Management, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [_]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	3,867,847
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	3,867,847
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
	3,867,847
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
	5.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

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CUSIP No. G7S53R104

| 1. | NAME OF REPORTING
PERSONS |
| --- | --- |
| | I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) |
| | Averill Master Fund, Ltd. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) |

(a) [_]
(b) [_]

3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF
ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	3,867,847
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	3,867,847
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
	3,867,847
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
	5.8%
12.	TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
	CO

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CUSIP No. G7S53R104

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Aaron Cowen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
		(a) [_]
		(b) [_]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	4,725,348
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	4,725,348
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
	4,725,348
10.	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
	7.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

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CUSIP No. G7S53R104

Item 1.	Name of Issuer:
	ProKidney
Corp.
(b).	Address of Issuer's Principal Executive
Offices:
	2000 Frontis Plaza Blvd. Suite 250 Winston-Salem, North Carolina 27103
Item 2.
(a) –
(c)	Name, Principal
Business Address, and Citizenship of Persons Filing: This Amendment is filed by Averill Master Fund, Ltd., an exempted company incorporated
and existing under the laws of the Cayman Islands (the “Averill Fund”), Suvretta Capital Management, LLC., a Delaware
limited liability company (the “Manager”) and Aaron Cowen, an individual (“Mr. Cowen” and, together with
the Averill Fund and the Manager, the “Reporting Persons”). Mr. Cowen and the Manager may be deemed to beneficially own
the Issuer Class A ordinary shares held by the Averill Fund. Mr. Cowen may be deemed to control the Manager.
	Suvretta Capital Management, LLC –
Delaware Averill Master Fund, Ltd. – Cayman
Islands
	Aaron Cowen – U.S.A.
	Suvretta Capital Management, LLC : 540 Madison
Avenue, 7th Floor New York, New
York 10022
	United States of America Averill Master Fund, Ltd.: c/o Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Aaron Cowen : c/o Suvretta
Capital Management, LLC 540 Madison
Avenue, 7th Floor New York, New
York 10022
(d).	Title of Class of Securities:
	Class
A ordinary shares, par value $0.0001 per share (“Issuer Class A ordinary shares”)
(e).	CUSIP Number:
	G7S53R104

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ITEM 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

| (a) | [] | Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78c). |
| --- | --- | --- |
| (b) | [] | Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c). |
| (c) | [] | Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c). |
| (d) | [] | Investment company registered under Section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [] | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | [] | An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | [] | A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [] | A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | [] | A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [] | Group, in accordance with s.240.13d-1(b)(1)(ii)(J). |

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Item 4.
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:
	Suvretta
Capital Management, LLC – 3,867,847
	Averill Master Fund, Ltd. –
3,867,847
	Aaron
Cowen – 4,725,348
(b)	Percent of class:
	Suvretta
Capital Management, LLC – 5.8%
	Averill Master Fund, Ltd. –
5.8%
	Aaron
Cowen – 7.0%
(c)	Number of shares as to which the
person has:
	(i)	Sole power to vote or to direct the
vote
		Suvretta
Capital Management, LLC – 0
		Averill
Master Fund, Ltd. – 0
		Aaron
Cowen – 0

(ii)
Suvretta
Capital Management, LLC – 3,867,847
Averill
Master Fund, Ltd. – 3,867,847
Aaron
Cowen – 4,725,348

| (iii) | Sole power to dispose or
to direct the disposition of |
| --- | --- |
| | Suvretta
Capital Management, LLC – 0 |
| | Averill
Master Fund, Ltd. – 0 |
| | Aaron
Cowen – 0 |
| (iv) | Shared power to dispose or to direct the disposition
of |
| | Suvretta
Capital Management, LLC – 3,867,847 |
| | Averill
Master Fund, Ltd. – 3,867,847 |
| | Aaron
Cowen – 4,725,348 |

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| Item 5. | Ownership of Five Percent or Less
of a Class. |
| --- | --- |
| | If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_] |
| | N/A |
| Item 6. | Ownership of More Than Five Percent
on Behalf of Another Person. |
| | If any other person is known to have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. |
| | N/A |
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| | If a parent holding company has filed
this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. |
| | See
Exhibit B attached hereto. |
| Item 8 | Identification and Classification
of Members of the Group. |
| | If a group has filed this schedule
pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d),
attach an exhibit stating the identity of each member of the group. |
| | N/A |

Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group
may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A
Item 10.	Certification.
	(b)	The following certification shall
be included if the statement is filed pursuant to §240.13d-1(c):
		By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.

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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.

| February
13, 2024 |
| --- |
| (Date) |
| Suvretta Capital Management,
LLC |
| By: /s/
Aaron Cowen |
| (Signature) |
| Authorized
Signatory |
| (Name/Title) Averill Master Fund,
Ltd. |
| By: /s/
Aaron Cowen |
| (Signature) |
| Director |
| (Name/Title) |
| Aaron Cowen* |
| /s/ Aaron Cowen |
| (Signature) |

*Each Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Exhibit A

AGREEMENT

The undersigned agree that this Amendment 2 to Schedule 13G dated February 13, 2024 relating to the Class A ordinary shares, par value $0.0001 per shareof ProKidney Corp. shall be filed on behalf of the undersigned.

| February
13, 2024 |
| --- |
| (Date) |
| Suvretta Capital Management,
LLC |
| By: /s/
Aaron Cowen |
| (Signature) |
| Authorized
Signatory |
| (Name/Title) Averill Master Fund,
Ltd. |
| By: /s/
Aaron Cowen |
| (Signature) |
| Director |
| (Name/Title) |
| Aaron Cowen |
| /s/ Aaron Cowen |
| (Signature) |

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Exhibit B

Aaron Cowen has beneficial ownership by virtue of his role as a control person of Suvretta Capital Management,

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