Social Capital Suvretta Holdings Corp. III announces the reconvening of the extraordinary general meeting of shareholders
PALO ALTO, Calif.–(BUSINESS WIRE)–Social Capital Suvretta Holdings Corp. III (“SCS”) announced today that it will reconvene the extraordinary general meeting of its shareholders to vote on the business combination agreement, dated January 18, 2022, entered into between SCS and ProKidney LP, a limited partnership incorporated under the laws of Ireland (“ProKidney”), acting through its general partner ProKidney GP Limited, a limited liability partnership incorporated under the laws of Ireland, and the contemplated transactions (the “Combination of ‘companies’) on July 11, 2022 at 8:30 a.m. EST, physically at the offices of Wachtell, Lipton, Rosen & Katz located at 51 West 52nd Street, New York, New York 10019, and virtually via a live webcast at https://www .cstproxy.com/socialcapitalsuvrettaholdingsiii/2022.
About Social Capital Suvretta Holdings Corp. III
Social Capital Suvretta Holdings Corp. III is led by Chamath Palihapitiya and Kishen Mehta and is a special purpose acquisition company established for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or a similar business combination with one or more companies. The Company focuses on companies operating in the biotechnology industry and in the organ space subsector. To learn more about Social Capital Suvretta Holdings, visit https://www.socialcapitalsuvrettaholdings.com/.
Additional information and where to find it
In connection with the proposed transaction between SCS and ProKidney, SCS has filed a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”). SHAREHOLDERS OF SCS ARE ADVISED TO READ THE MANAGEMENT PROXY STATEMENT (INCLUDING ANY AMENDMENTS AND ANY SUPPLEMENTS) AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement was sent to SCS shareholders on June 2, 2022, the record date set for voting on the proposed transaction. Shareholders may also obtain copies of the preliminary proxy statement, definitive proxy statement, and other documents filed with the SEC incorporated by reference therein, free of charge, at the SEC’s website. at http://www.sec.gov.
Documents filed by SCS with the SEC may also be obtained free of charge at SCS’s website at https://socialcapitalsuvrettaholdings.com/dnac or upon written request at 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052.
Participants in the solicitation
SCS and ProKidney and their respective directors and officers may be considered participants in the solicitation of proxies from SCS shareholders in connection with the proposed transaction. A list of the names of these directors and officers and information regarding their interests in the proposed transaction between ProKidney and SCS is contained in the definitive proxy statement. You can obtain free copies of these documents as described in the preceding paragraph.
No offer or solicitation
This communication does not constitute a solicitation of proxy, consent or authorization with respect to any security or with respect to the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
This communication may contain certain forward-looking statements within the meaning of federal securities laws, including with respect to the proposed transaction between ProKidney and SCS. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity “, “plan,” “may,” “should,” “will,” “would,” “will,” “will,” “will likely,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this communication, including, but not limited to: (i) the risk that the proposed transaction will not be completed in a timely manner or not at all, which could adversely affect the market price of SCS’s securities, (ii) the risk that the proposed transaction will not be completed by SCS’s business combination deadline and the potential inability to obtain a extension of the business combination deadline if requested by SCS, (iii) non-compliance with the conditions for the completion of the proposed transaction, including the adoption of the definitive agreement relating to the business combination between SCS and ProKidney (the “Business Combination Agreement”) by the shareholders of SCS and the satisfaction of the minimum cash condition, (iv) the absence of a third-party assessment to determine whether or not to continue re the proposed transaction, (v) the inability to complete the private placement under the transaction, (vi) the occurrence of any event, change or other circumstance that may give rise to the termination of the Business Combination Agreement, (vii ) the effect of the announcement or expectation of the transaction on ProKidney Relations’ business, results of operations and business generally, (viii) the risks that the proposed transaction will disrupt current plans and operations of ProKidney and potential retention difficulties for ProKidney employees following the transaction, (ix) the outcome of any legal proceedings that may be brought against ProKidney or against SCS in connection with the business combination agreement or the proposed transaction, (x) the ability to maintain the listing of SCS’s securities on a national stock exchange, (xi) the price of SCS’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which SCS plans to operate or ProKidney operates, various changes in the operating performance of competitors, changes in laws and regulations affecting SCS’s or ProKidney’s business, and changes in the structure of the combined capital, (xii) the ability to implement business plans, forecasts and other expectations, including manufacturing cost reductions, after completion of the proposed transaction, and identify and realize opportunities additional information, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology industry, and (xiv) the uncertainties inherent in cell therapy research and development, including the actual time it necessary to initiate and complete clinical studies as well as the timing and content of the decisions taken by the authorities regulations. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of SCS’s Definitive Proxy Circular at Exhibit 14A (File No. 001-40560), filed with the SEC. on June 10, 2022, including any amendments and supplements thereto, SCS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 28, 2022, including those contained therein under “Risk Factors”, and other documents filed by SCS from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and ProKidney and SCS undertake no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither ProKidney nor SCS guarantees that ProKidney or SCS, or the combined company, will achieve their expectations.