SecProbe.io

CORRESP
 1
 filename1.htm

 April 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 ProKidney Corp.

 Registration Statement on Form S-4

 Filed March 31, 2025

 Registration No. 333-286278

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby
 request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on Monday, April 28, 2025, at 4:25 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as
 ProKidney Corp. (the “Company”) or its counsel may request via telephone call to the staff. Please contact John Patrick Clayton of Akin Gump Strauss Hauer & Feld LLP, counsel to the Company, at 214.969.2701, to provide notice of effectiveness, or
 if you have any other questions or concerns regarding this matter.

 [Signature Page Follows]

 United States Securities and Exchange Commission

 April 24, 2025
 Page 2

 Sincerely yours,

 ProKidney Corp.

 /s/James Coulston

 James Coulston

 Chief Financial Officer

 cc:

 Stuart E. Leblang, Akin Gump Strauss Hauer & Feld LLP

 John P. Clayton, Akin Gump Strauss Hauer & Feld LLP

 Eric H. Wexler, Akin Gump Strauss Hauer & Feld LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Bruce Culleton, M.D.
Chief Executive Officer and Director
ProKidney Corp.
2000 Frontis Plaza Blvd, Suite 250
Winston-Salem, NC 27103

 Re: ProKidney Corp.
 Registration Statement on Form S-4
 Filed March 31, 2025
 File No. 333-286278
Dear Bruce Culleton M.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John Patrick Clayton, Esq.
</TEXT>
</DOCUMENT>

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ProKidney Corp.

2000 Frontis Plaza
Blvd.

Suite 250

Winston-Salem, NC
27103

November 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C.
20549

 Attn: Jason Drory

 Re: ProKidney
                                            Corp.

    Registration Statement on Form S-3

    File No. 333-275701

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, ProKidney Corp., a Cayman Islands exempted company (the “Registrant”),
hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-275701), as amended, to 9:00 a.m. Eastern
Time on November 30, 2023, or as soon as practicable thereafter.

The Registrant
hereby authorizes Richard D. Truesdell, Jr of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

Please contact
Richard D. Truesdell, Jr of Davis Polk & Wardwell LLP at (212) 450-4674 or richard.truesdell@davispolk.com with any questions you
may have concerning this request, and please notify him when this request for acceleration has been granted.

    Very truly yours,

    PROKIDNEY CORP.

    By:
    /s/ James Coulston

    Name:
    James Coulston

    Title:
    Chief Financial Officer

[Signature Page to
Acceleration Request]

United States securities and exchange commission logo
November 27, 2023
Bruce Culleton
Chief Executive Officer
ProKidney Corp.
2000 Frontis Plaza Blvd., Suite 250
Winston-Salem, NC 27103
Re:ProKidney Corp.
Registration Statement on Form S-3
Filed November 22, 2023
File No. 333-275701
Dear Bruce Culleton:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard D. Truesdell, Jr.

CORRESP
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CORRESP

 PROKIDNEY CORP.

2000 Frontis Plaza Blvd., Ste. 250

Winston-Salem, NC 27103

September 6, 2022

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Mail Stop 3561

Washington, D.C. 20549

Re:
 ProKidney Corp.

 Registration Statement on Form S-1

 File No. 333-266683

 Acceleration Request

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the Rules and Regulations promulgated under the Securities Act of 1933, as amended, ProKidney Corp. hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1 be
accelerated to Thursday, September 8, 2022, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

 The cooperation of the
staff in meeting the timetable described above is very much appreciated.

 Any questions should be addressed to Megan Gates, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA, telephone (617) 348-4443.

Thank you very much.

Very truly yours,

PROKIDNEY CORP.

 /s/ Timothy Bertram

By: Timothy Bertram

Title: Chief Executive Officer

cc:
 Securities and Exchange Commission

 Daniel Crawford

 Celeste Murphy

 ProKidney Corp.

 Timothy Bertram, Chief Executive Officer

 James Coulston, Chief Financial Officer

 Todd C. Girolamo, Chief Legal Officer

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Megan Gates, Esq.

CORRESP
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CORRESP

 ProKidney Corp.

2000 Frontis Plaza Blvd.

Suite 250

 Winston-Salem,
North Carolina

 August 26, 2022

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, NE

 Washington, D.C. 20549

Attention: Daniel Crawford and Celeste Murphy

 Re:

 ProKidney Corp.

Registration Statement on Form S-1

Filed August 8, 2022

 File No. 333-266683

 Dear Sir or Madam:

This letter sets forth responses of ProKidney Corp. (“ProKidney”) to the comments of the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter, dated August 15, 2022, with respect to the above referenced Registration Statement on Form S-1 (File No. 333-266683) (the “Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Registration Statement.

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth ProKidney’s response to each of the numbered comments immediately below each numbered comment.

In addition, ProKidney has revised the Registration Statement in response to the Staff’s comments and ProKidney is concurrently filing
Amendment No. 1 to the Registration Statement (“Amendment No. 1”) with this letter, which reflects these revisions and updates certain other information. Page numbers in the text of ProKidney’s responses correspond to page
numbers in the Registration Statement, as so amended.

 Registration Statement on Form S-1 filed August 8,
2022

 Cover Page

1.
 Staff’s Comment:

For each of the shares being registered for resale, disclose the price that the selling securityholders paid for such shares.

Response: The Company has revised the disclosure on the cover page and on pages 80 and 174 of Amendment No. 1 in response to
the Staff’s comment to include the prices that the selling securityholders paid to acquire their shares to the extent known by the Company.

 August 26, 2022

 Page
 2

2.
 Staff’s Comment:

We note the significant number of redemptions of your Class A ordinary shares in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that some of the shares being registered for resale were purchased by the selling
securityholders for prices considerably below the current market price of the Class A ordinary shares. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price
of the Class A ordinary shares.

 Response: The Company has revised the disclosure on the
cover page and on pages 80 and 143-144 of Amendment No. 1 to highlight the negative impact sales of shares under the Registration Statement could have on the public trading price of the Company’s Class A ordinary shares.

Risk Factors, page 6

3.
 Staff’s Comment:

Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could
have on the public trading price of the Class A ordinary shares. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of
shares outstanding. Also disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.

 Response: The Company has revised the disclosure on page 80 of Amendment
No. 1 to include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to the Registration Statement could have on the public trading price of the Company’s Class A ordinary shares. The
Company has also revised the disclosure on page 174 of Amendment No. 1 to disclose the purchase prices of the securities being registered for resale and the fact that even though the current trading price is below the SPAC IPO price, certain selling
securityholders may have an incentive to sell their shares because of their potential to profit from the lower price that they paid for their shares relative to public

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 141

4.
 Staff’s Comment:

Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for
resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Pablo Legorreta, Tolerantia, LLC, and Control Empresarial de Capitales, S.A. de C.V., beneficial
owners of a combined 68% of voting shares, may exchange their Class B ordinary shares for Class A ordinary shares and will be able to sell all of their shares for so long as the registration
statement of which this prospectus forms a part is available for use.

 Response: The Company has revised the disclosure on
page 80 of Amendment No. 1 to reflect the fact that the offering under the Registration Statement involves the potential sale of a substantial portion of shares for resale, and that such sales could impact the market price of the Company’s
Class A ordinary shares.

 General

5.
 Staff’s Comment:

Revise your prospectus to disclose the price that each selling securityholder paid for the shares being registered for resale.
Highlight any differences in the current trading price, the prices that the Sponsor and other selling shareholders acquired their shares, and the price that the public securityholders acquired their shares. Disclose that while the Sponsor and
other selling shareholders may experience a positive rate of return based on the

 August 26, 2022

 Page
 3

 current trading price, the public
securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 Response: The Company has
added a updated the risk factor on page 80 of Amendment No. 1 to address the difference in the rate of return that certain selling securityholders may earn compared to public investors. The Company has also revised the disclosure on the cover
page and on page 174 of Amendment No. 1 and in the updated risk factor to provide the prices that the selling securityholders paid for their shares.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
Megan Gates of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (617) 348-4443.

Sincerely

By:

 /s/ Todd Girolamo

Name:

Todd Girolamo

Title:

Chief Legal Officer

 Via E-mail:

cc:
 Timothy Bertram

 James Coulston

 Tripp Miller

 ProKidney Corp.

United States securities and exchange commission logo
August 15, 2022
Tim Bertram, Ph.D.
Chief Executive Officer
PROKIDNEY CORP.
2000 Frontis Plaza Blvd., Ste 250
Winston-Salem, NC 27103
Re:ProKidney Corp.
Registration Statement on Form S-1
Filed August 9, 2022
File No. 333-266683
Dear Dr. Bertram:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 8, 2022
Cover Page
1.For each of the shares being registered for resale, disclose the price that the selling
securityholders paid for such shares.
2.We note the significant number of redemptions of your Class A ordinary shares in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that some of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A ordinary shares.
Highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A ordinary shares.

 FirstName LastNameTim Bertram, Ph.D.
 Comapany NamePROKIDNEY CORP.
 August 15, 2022 Page 2
 FirstName LastName
Tim Bertram, Ph.D.
PROKIDNEY CORP.
August 15, 2022
Page 2
Risk Factors, page 6
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is below the SPAC IPO price, the private investors have an incentive to sell because
they will still profit on sales because of the lower price that they purchased their shares
than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
141
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Pablo Legorreta, Tolerantia, LLC, and Control Empresarial de
Capitales, S.A. de C.V., beneficial owners of a combined 68% of voting shares,
may exchange their Class B ordinary shares for Class A ordinary shares and will be able
to sell all of their shares for so long as the registration statement of which this prospectus
forms a part is available for use.
General
5.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the Sponsor and other selling shareholders acquired their shares, and the
price that the public securityholders acquired their shares. Disclose that while the Sponsor
and other selling shareholders may experience a positive rate of return based on the
current trading price, the public securityholders may not experience a similar rate of return
on the securities they purchased due to differences in the purchase prices and the current
trading price. Please also disclose the potential profit the selling securityholders will earn
based on the current trading price. Lastly, please include appropriate risk factor
disclosure.

 FirstName LastNameTim Bertram, Ph.D.
 Comapany NamePROKIDNEY CORP.
 August 15, 2022 Page 3
 FirstName LastName
Tim Bertram, Ph.D.
PROKIDNEY CORP.
August 15, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Daniel Crawford at 202-551-7767 or Celeste Murphy at 202-551-
3257 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
May 17, 2022
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. III
2850 W. Horizon Ridge Parkway
Suite 200
Henderson, NV 89052
Re:Social Capital Suvretta Holdings Corp. III
Preliminary Proxy Statement on Schedule 14A
Filed February 14, 2022
File No. 001-40560
Dear Mr. Palihapitiya:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Raaj S. Narayan, Esq.

CORRESP
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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

May 6, 2022

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Division of Corporation Finance, Office of
Life Sciences

 Washington, D.C. 20549

 Attn: Dillon Hagius
and Christine Westbrook

 Re: Social Capital Suvretta Holdings Corp. III

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed April 11, 2022

 File No. 001-40560

 Dear Mr. Hagius and Ms. Westbrook:

We hereby submit the responses of Social Capital Suvretta Holdings Corp. III (the “Company”) to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated April 25, 2022 (the “Comment Letter”), providing the Staff’s comments
with respect to Amendment No. 1 (the “First Amendment”) to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

Concurrently with the delivery of this response letter, the Company is electronically transmitting Amendment No. 2 to the Preliminary
Proxy Statement (the “Second Amendment”) for filing under the Securities Exchange Act of 1934, as amended. The Second Amendment includes revisions made in response to the comments of the Staff in the Comment Letter, as well as
additional changes required to update the disclosure contained in the Preliminary Proxy Statement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Preliminary Proxy Statement, the First
Amendment or the Second Amendment, as applicable.

 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Parties to the Business Combination, page 42

1.
 We note your response to prior comment 6. Please additionally revise to discuss in the proxy statement
summary the going concern opinions provided by SCS’s auditors and ProKidney’s auditors in relation to their respective financial statements, as referenced on pages 74 and 147. Additionally, please disclose in the

 U.S. Securities and Exchange Commission

May 6, 2022

  Page
 2

summary the amounts outstanding under the promissory notes with Tolerantia and CEC, as disclosed on page 376 in response to comment 30. Please also clarify on page 177 whether these amounts are
included or excluded from the ProKidney preliminary estimated transaction costs of $40.0 million.

 Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 46, 76-77 and 187 of the Second Amendment.

 The Business
Combination Proposal, page 43

2.
 We note your response to prior comment 7. Please explain here any significant business or strategic benefit
or detriment resulting from the Up-C organizational structure rather than providing only a cross reference to “Risks to the Post-Combination Organizational Structure.”

Response: In response to the Staff’s comment, the Company has revised the disclosures on pages 26-27 and 46-47 of the Second
Amendment.

 SCS’s independent registered public accounting firm’s report contains an explanatory paragraph..., page 147

3.
 We note your disclosures here that as “of December 31, 2021, SCS had $428,189 in its
operating bank accounts and a working capital deficit of $1,057,614.” Please reconcile this with your disclosures on page FS-10 which state that SCS had $440,488 in its operating bank accounts and working
capital deficit of $935,119.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on page 156 of the Second Amendment.

 Unaudited Pro Forma Condensed Combined Financial Information

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 174

4.
 Please renumber the notes to the Unaudited Pro Forma Condensed Combined Financial Information as note 2 is
shown twice.

 Response: In response to the Staff’s comment, the Company has removed the numbering from
the sub-heading “Basis of Presentation and Accounting Policies” on page 185 of the Second Amendment, which is part of note 1 “Description of Transaction.”

5.
 From the subsequent events footnote in the ProKidney LP and Subsidiaries notes to the consolidated financial
statements, we note ProKidney borrowed $20 million against these promissory notes subsequent to December 31, 2021 in connection with the business combination agreement. Please tell us your consideration for not
including the $20 million promissory notes in the unaudited pro forma financial information.

 U.S. Securities and Exchange Commission

May 6, 2022

  Page
 3

 Response: The Company acknowledges the Staff’s comment and respectfully notes
that a transaction adjustment, reflecting amounts drawn under the promissory notes subsequent to December 31, 2021, was not reflected in the unaudited condensed pro forma financial statements, as the borrowing and required repayment upon the
Closing would negate each other in the presentation, absent any amounts reflected in the historical consolidated financial statements. The Company expects that, for future periods in which outstanding balances are reflected in the historical
consolidated financial statements and for which unaudited condensed pro forma financial statements are required to be presented, the Company will present a transaction adjustment reflecting the repayment of these promissory notes upon Closing.

3. Transaction Adjustments, page 177

6.
 Please revise footnote (5) to disaggregate, providing more insight, into the significant
items included in the $40 million transaction cost.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 187 of the Second Amendment.

 Background to the Business Combination, page 211

7.
 We note your response to prior comment 13 and we reissue the comment in part. Please expand your disclosure
to describe the extent of due diligence or substantive negotiation with the 17 potential targets with which you entered NDAs. As drafted, there is little discussion of the process by which all other potential targets were eliminated during this
period from August to December 2021.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on page 223 of the Second Amendment.

8.
 We note your response to prior comment 16 and we reissue the comment in part. Please revise to explain the
methodology employed in reaching the valuation, including the underlying assumptions and conclusions of the SCS board. While you disclose on page 214 that the analysis performed to value ProKidney primarily involved a risk/probability adjusted
discounted cash flow analysis of the REACT product, you have not disclosed the “range of probabilities of Phase 3 success” or the “range of Phase 3 data outcomes[.]” As drafted, your disclosure does not provide information
material to understanding how the SCS board arrived at the valuation.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 226 of the Second Amendment.

 U.S. Securities and Exchange Commission

May 6, 2022

  Page
 4

 *    *    *

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact Raaj S. Narayan of Wachtell, Lipton, Rosen & Katz at (212) 403-1000.

Sincerely,

Wachtell, Lipton, Rosen & Katz

By:

 /s/ Raaj S. Narayan

Name:

Raaj S. Narayan

cc:
 Chamath Palihapitiya, Chief Executive Officer, Social Capital Suvretta Holdings Corp. III

United States securities and exchange commission logo
April 25, 2022
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. III
2850 W. Horizon Ridge Parkway
Suite 200
Henderson, NV 89052
Re:Social Capital Suvretta Holdings Corp. III
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed April 11, 2022
File No. 001-40560
Dear Mr. Palihapitiya:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Parties to the Business Combination, page 42
1.We note your response to prior comment 6.  Please additionally revise to discuss in the
proxy statement summary the going concern opinions provided by SCS's auditors and
ProKidney's auditors in relation to their respective financial statements, as referenced on
pages 74 and 147. Additionally, please disclose in the summary the amounts outstanding
under the promissory notes with Tolerantia and CEC, as disclosed on page 376 in
response to comment 30. Please also clarify on page 177 whether these amounts are
included or excluded from the ProKidney preliminary estimated transaction costs of $40.0
million.
The Business Combination Proposal, page 43
2.We note your response to prior comment 7. Please explain here any significant business or

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 April 25, 2022 Page 2
 FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
April 25, 2022
Page 2
strategic benefit or detriment resulting from the Up-C organizational structure rather than
providing only a cross reference to "Risks to the Post-Combination Organizational
Structure."
SCS's independent registered public accounting firm's report contains an explanatory
paragraph..., page 147
3.We note your disclosures here that as "of December 31, 2021, SCS had $428,189 in its
operating bank accounts and a working capital deficit of $1,057,614."  Please reconcile
this with your disclosures on page FS-10 which state that SCS had $440,488 in its
operating bank accounts and working capital deficit of $935,119.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 174
4.Please renumber the notes to the Unaudited Pro Forma Condensed Combined Financial
Information as note 2 is shown twice.
5.From the subsequent events footnote in the ProKidney LP and Subsidiaries notes to the
consolidated financial statements, we note ProKidney borrowed $20 million against these
promissory notes subsequent to December 31, 2021 in connection with the business
combination agreement. Please tell us your consideration for not including the $20 million
promissory notes in the unaudited pro forma financial information.
3. Transaction Adjustments, page 177
6.Please revise footnote (5) to disaggregate, providing more insight, into the significant
items included in the $40 million transaction cost.
Background to the Business Combination , page 211
7.We note your response to prior comment 13 and we reissue the comment in part.    Please
expand your disclosure to describe the extent of due diligence or substantive negotiation
with the 17 potential targets with which you entered NDAs. As drafted, there is little
discussion of the process by which all other potential targets were eliminated during this
period from August to December 2021.
8.We note your response to prior comment 16 and we reissue the comment in part.  Please
revise to explain the methodology employed in reaching the valuation, including the
underlying assumptions and conclusions of the SCS board.  While you disclose on page
214 that the analysis performed to value ProKidney primarily involved a risk/probability
adjusted discounted cash flow analysis of the REACT product, you have not disclosed
the "range of probabilities of Phase 3 success" or the "range of Phase 3 data outcomes[.]"
As drafted, your disclosure does not provide information material to understanding how
the SCS board arrived at the valuation.

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 April 25, 2022 Page 3
 FirstName LastName
Chamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
April 25, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Raaj S. Narayan, Esq.

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CORRESP

 PRIVILEGED AND CONFIDENTIAL

[Letterhead of Wachtell, Lipton, Rosen & Katz]

April 11, 2022

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Division of Corporation Finance, Office of
Life Sciences

 Washington, D.C. 20549

 Attn: Dillon Hagius
and Christine Westbrook

 Re: Social Capital Suvretta Holdings Corp. III

Preliminary Proxy Statement on Schedule 14A

 Filed
February 14, 2022

 File No. 001-40560

Dear Mr. Hagius and Ms. Westbrook:

 We
hereby submit the responses of Social Capital Suvretta Holdings Corp. III (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in the Staff’s letter, dated March 17, 2022 (the “Comment Letter”), providing the Staff’s comments with respect to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy
”). For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,”
“us” and “our” refer to the Company.

 Concurrently with the delivery of this response letter, the Company is
electronically transmitting Amendment No. 1 to the Preliminary Proxy (the “Amendment”) for filing under the Securities Exchange Act of 1934, as amended. The Amendment includes revisions made in response to the comments of the
Staff in the Comment Letter, as well as additional changes required to update the disclosure contained in the Preliminary Proxy. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the
Preliminary Proxy or the Amendment, as applicable.

 Preliminary Proxy Statement on Schedule 14A

Summary Term Sheet, page 1

1.
 We note your disclosure regarding the Sponsor’s ownership interest after the business combination on
page 3. When discussing potential conflicts on page 10 and throughout the filing, please disclose the approximate dollar value of the interest based on the transaction value and recent trading prices as compared to the price paid.

 U.S. Securities and Exchange Commission

April 11, 2022

  Page
 2

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 8-9 of the Amendment and throughout the Amendment.

2.
 We note your disclosure on page 10 that your Sponsor and certain members of your Board and officers have
interests in the Business Combination that are different from the interests of your shareholders generally. Specifically, the “fact that our officers and directors and their affiliates will not have any claim against the Trust Account for
reimbursement for out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business
targets and business combinations, if we fail to consummate a business combination by July 2, 2023.” Please quantify the aggregate value of these expenses here and throughout the filing.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amendment and throughout the
Amendment.

 Frequently Used Terms, page 11

3.
 We note on page 18 that the defined term, “Subscription Agreements” means the subscription
agreements pursuant to which the PIPE Investment will be consummated, in substantially the form attached to this proxy statement as Annex K (in the case of institutional PIPE Investors) and Annex L (in the case of individual PIPE Investors). Please
define the terms “institutional PIPE Investors” and “individual PIPE Investors.” If “institutional PIPE Investors” refers to the defined term “Third Party PIPE Investor” and the term “individual PIPE
Investors” refers to the defined terms “ProKidney Related PIPE Investors” and “Sponsor Related PIPE Investors[,]” please so clarify.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 13 of the Amendment.

Question and Answers About the Proposals for Shareholders, page 19

4.
 Please include a question and answer regarding the Up-C structure of
the post-combination entity and why you chose to use this structure. Ensure that this discussion clearly explains in terms understandable to the average investor what the tax and business purposes are and the extent to which the structure is unusual
compared to other mergers and initial business combinations by SPACs.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 26 and 27 of the Amendment.

 U.S. Securities and Exchange Commission

April 11, 2022

  Page
 3

 What is the Tax Receivable Agreement?, page 26

5.
 We note your statement that, “[p]ursuant to the Tax Receivable Agreement, among other things, New
ProKidney will be required to pay the Closing ProKidney Unitholders party thereto 85% of certain tax savings recognized by New ProKidney, if any[.]” Please revise to quantify the potential size of any payments under the agreement and ensure
that all elements of this Tax Receivable Agreement that are material to the decision of how to vote in relation to the proposed business combination are also disclosed. In this regard, we note your risk factor disclosure on page 159 that “SCS
expects that the payments we will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on New ProKidney’s financial condition.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 27, 162 and 206 of the Amendment. The
discussion of the Tax Receivable Agreement clarifies that there is no current expectation that there will be payments under the Tax Receivable Agreement. This is because ProKidney is organized as a non-U.S.
company with no current plans to migrate to the United States or any other jurisdiction that would create material value for the Tax Receivable Agreement. This could conceivably change if the plans for the location and operation of the Company
change. In all cases, any Tax Receivable Agreement payments will be limited to a portion of the incremental tax benefits created by the Up-C structure relative to if the Up-C structure were not in place. Based on the foregoing, the Company believes
that any purported quantification of potential burden to the Company as a result of the existence of the Tax Receivable Agreement would be speculative and misleading to investors, especially in light of the fact that the Company does not currently
anticipate any financial or other burden as a result of the Tax Receivable Agreement.

 Summary of the Proxy Statement

Parties to the Business Combination, page 41

6.
 Please revise to discuss in the prospectus summary ProKidney’s history of net losses and accumulated
deficit of $147.8 million as of September 30, 2021, as referenced on page 72. Please also discuss that REACT is based on novel technology and that to date, no regenerative renal-based cell therapy has been
approved for commercial use by any authority, as referenced on page 80. As drafted shareholders are provided with little information regarding its business history, which is material to a decision of how to vote in relation to the proposed business
combination.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 43 of the Amendment.

 U.S. Securities and Exchange Commission

April 11, 2022

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 4

 The Business Combination Proposal, page 42

7.
 We note your disclosure that you intend to implement the business combination through an “Up-C” business structure. Please expand your disclosure in the Summary to explain the business or strategic rationale for why this structure was selected, including any material ways in which the
structure benefits the Company, the sponsor, the sellers or related parties. Conflicts of interest related to such benefits should be discussed in the Risk Factors section. Please also disclose how the transaction structure achieves its intended
benefits.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page
43 of the Amendment.

 Organizational Structure, page 50

8.
 We note that you provide a diagram of the current ownership structure of ProKidney. Please provide a diagram
of your proposed organizational structure after the completion of the business combination that similarly identifies the economic and voting interests of each of the relevant entities.

Response: In response to the Staff’s comment, the Company has provided a diagram of the proposed organizational structure after the
completion of the Business Combination on page 52 of the Amendment.

 Unaudited Pro Forma Condensed Combined Financial Information, page 168

9.
 With regards to the disclosures in the various tables on pages 51, 71, and 168 that the Sponsor Related PIPE
Investors will receive 15,640,000 Class A ordinary shares, please reconcile this with the disclosures throughout the filing which state that the Sponsor related PIPE investors will receive 15,500,000 Class A
ordinary shares.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 9 of the Amendment and throughout the Amendment by replacing references to “15,500,000 SCS Class A ordinary shares” (the approximate number of SCS Class A ordinary shares for which the Sponsor Related PIPE Investors agreed
to subscribe) with “15,640,000 SCS Class A ordinary shares” (the exact number of SCS Class A ordinary shares for which the Sponsor Related PIPE Investors agreed to subscribe).

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 3. Transaction Adjustments

 Adjustment
(n), page 176

10.
 Please disclose the maximum possible liability that New ProKidney is obligated to pay under the Tax
Receivable Agreement if all the Post-Combination ProKidney Common Units are exchanged for New ProKidney Class A ordinary shares.

Response: In response to the Staff’s comment, the Company’s response to comment 5 is respectfully incorporated herein by
reference.

 U.S. Securities and Exchange Commission

April 11, 2022

  Page
 5

 Vote of SCS’s Sponsor, Directors and Officers, page 181

11.
 We note that your Sponsor, directors and officers have agreed to waive their redemption rights with respect
to their Founder Shares, Private Placement Shares and public shares in connection with the consummation of the Business Combination. Please describe any consideration provided in exchange for this agreement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 183 of the Amendment and throughout
the Amendment.

 Background to the Business Combination, page 209

12.
 Your disclosure on this page that the SCS Board of Directors did not engage a financial advisor in
connection with the Business Combination appears to conflict with your disclosure on page 236 that SCS engaged BofA Securities, Inc. to act as financial advisor in connection with the Business Combination. Please reconcile this discrepancy and as
applicable, disclose the activities performed by BofA Securities and describe its role in advising the SCS board.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 238 of the Amendment to update the
reference to BofA Securities, Inc. serving as a “financial advisor” to the Company with a reference to BofA Securities, Inc. serving as a “capital markets advisor” to the Company. The Company respectively advises the Staff that
BofA Securities, Inc. served as the Company’s capital markets advisor in connection with the PIPE Investment, and not as a financial advisor. In response to the Staff’s comment, the Company has also revised the disclosure on page 219 of
the Amendment to further clarify the services provided by BofA Securities, Inc. in its role as capital markets advisor.

13.
 We note your disclosure on page 210 that SCS’s management team evaluated over 200 potential business
combination targets, made contact with representatives of 30 potential combination targets, and entered into non-disclosure agreements with 18 such potential business combination targets. Please explain how
you narrowed these potential targets from 200 targets to 30 targets to 18 targets. As it concerns the 18 targets with which you entered into non-disclosure agreements, briefly explain why and when each was
eliminated as a potential target.

 Response: In response to the Staff’s comment, the Company has revised
the disclosure on page 212 of the Amendment.

14.
 We note your disclosure on this page that officers and directors of SCS have substantial experience in
evaluating the operating and financial merits of companies from a wide range of industries, including the biotechnology and technology industries. We note your disclosure on page 272 that Mr. Palihapitiya currently serves as the
Chief Executive Officer and the Chairman of the board of directors of each of Social Capital Hedosophia Holdings Corp. IV and Social Capital

 U.S. Securities and Exchange Commission

April 11, 2022

  Page
 6

Hedosophia Holdings Corp. VI. Please explain whether the SPACs’ sponsors considered more than one active SPAC to engage in a business combination with ProKidney and if applicable, how the
final decision was reached.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that
to the Company’s knowledge, the respective sponsors of Social Capital Hedosophia Holdings Corp. IV and Social Capital Hedosophia Holdings Corp. VI did not consider engaging in a business combination with ProKidney. The Company further advises
the Staff that the Company is the only one of the four Social Capital Suvretta SPACs (which include, in addition to the Company, Social Capital Suvretta Holdings Corp. I, Social Capital Suvretta Holdings Corp. II and Social Capital Suvretta Holdings
Corp. IV) with a stated focus on identifying an initial business combination target in the “organ space,” including intrinsic diseases of the heart, kidney, endocrine system (including diabetes and lipids) and blood compartment (non-oncologic diseases).

15.
 When referring to “Pipe Investors” in this section, please specify which Pipe Investors to whom
you are referring using your defined terms, such as “Third Party PIPE Investor,” “Sponsor Related PIPE Investor,” or “ProKidney Related PIPE Investor.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 217, 219 and 220 of the Amendment.

16.
 We note your disclosure on page 212 that the $1.75 billion valuation in the revised letter of intent
was informed by SCS management’s analysis of ProKidney’s scientific data and clinical results and additional diligence performed since the date of the prior letter of intent, including through the detailed diligence sessions conducted
between SCS management and ProKidney management and commercial diligence conducted by SCS. Please revise to explain the methodology employed in reaching the valuation, including the underlying assumptions and conclusions of the SCS board.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 214 of the
Amendment.

 Prospective Financial Information, page 225

17.
 We note two statements on this page that investors “should not place undue reliance” on
ProKidney’s prospective financial information. Please revise to remove any implication that investors are not entitled to rely on disclosure in your proxy statement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 227 and 228 of the Amendment.

 U.S. Securities and Exchange Commission

April 11, 2022

  Page
 7

18.
 You disclose that “ProKidney previously provided SCS with its internally prepared forecast of revenue
potential in the United States for REACT

United States securities and exchange commission logo
March 17, 2022
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. III
2850 W. Horizon Ridge Parkway
Suite 200
Henderson, NV 89052
Re:Social Capital Suvretta Holdings Corp. III
Preliminary Proxy Statement on Schedule 14A
Filed February 14, 2022
File No. 001-40560
Dear Mr. Palihapitiya:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Summary Term Sheet, page 1
1.We note your disclosure regarding the Sponsor’s ownership interest after the business
combination on page 3. When discussing potential conflicts on page 10 and throughout
the filing, please disclose the approximate dollar value of the interest based on the
transaction value and recent trading prices as compared to the price paid.
2.We note your disclosure on page 10 that your Sponsor and certain members of your Board
and officers have interests in the Business Combination that are different from the
interests of your shareholders generally.  Specifically, the "fact that our officers and
directors and their affiliates will not have any claim against the Trust Account for
reimbursement for out-of-pocket expenses incurred by them in connection with certain
activities on our behalf, such as identifying and investigating possible business targets and

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 March 17, 2022 Page 2
 FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
March 17, 2022
Page 2
business combinations, if we fail to consummate a business combination by July 2,
2023."  Please quantify the aggregate value of these expenses here and throughout the
filing.
Frequently Used Terms, page 11
3.We note on page 18 that the defined term, "Subscription Agreements” means the
subscription agreements pursuant to which the PIPE Investment will be consummated, in
substantially the form attached to this proxy statement as Annex K (in the case of
institutional PIPE Investors) and Annex L (in the case of individual PIPE Investors).
Please define the terms "institutional PIPE Investors" and "individual PIPE Investors."  If
"institutional PIPE Investors" refers to the defined term "Third Party PIPE Investor" and
the term "individual PIPE Investors" refers to the defined terms "ProKidney Related PIPE
Investors" and "Sponsor Related PIPE Investors[,]" please so clarify.
Question and Answers About the Proposals for Shareholders, page 19
4.Please include a question and answer regarding the Up-C structure of the post-
combination entity and why you chose to use this structure.  Ensure that this discussion
clearly explains in terms understandable to the average investor what the tax and business
purposes are and the extent to which the structure is unusual compared to other mergers
and initial business combinations by SPACs.
What is the Tax Receivable Agreement?, page 26
5.We note your statement that, "[p]ursuant to the Tax Receivable Agreement, among other
things, New ProKidney will be required to pay the Closing ProKidney Unitholders party
thereto 85% of certain tax savings recognized by New ProKidney, if any[.]"  Please revise
to quantify the potential size of any payments under the agreement and ensure that all
elements of this Tax Receivable Agreement that are material to the decision of how to
vote in relation to the proposed business combination are also disclosed.  In this regard,
we note your risk factor disclosure on page 159 that "SCS expects that the payments we
will make under the Tax Receivable Agreement will be substantial and could have a
material adverse effect on New ProKidney’s financial condition."
Summary of the Proxy Statement
Parties to the Business Combination, page 41
6.Please revise to discuss in the prospectus summary ProKidney's history of net losses and
accumulated deficit of $147.8 million as of September 30, 2021, as referenced on page 72.
Please also discuss that REACT is based on novel technology and that to date, no
regenerative renal-based cell therapy has been approved for commercial use by any
authority, as referenced on page 80. As drafted shareholders are provided with little
information regarding its business history, which is material to a decision of how to vote
in relation to the proposed business combination.

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 March 17, 2022 Page 3
 FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
March 17, 2022
Page 3
The Business Combination Proposal, page 42
7.We note your disclosure that you intend to implement the business combination through
an “Up-C” business structure. Please expand your disclosure in the Summary to explain
the business or strategic rationale for why this structure was selected, including any
material ways in which the structure benefits the Company, the sponsor, the sellers or
related parties. Conflicts of interest related to such benefits should be discussed in the
Risk Factors section.  Please also disclose how the transaction structure achieves its
intended benefits.
Organizational Structure, page 50
8.We note that you provide a diagram of the current ownership structure of ProKidney.
Please provide a diagram of your proposed organizational structure after the completion of
the business combination that similarly identifies the economic and voting interests of
each of the relevant entities.
Unaudited Pro Forma Condensed Combined Financial Information, page 168
9.With regards to the disclosures in the various tables on pages 51, 71, and 168 that the
Sponsor Related PIPE Investors will receive 15,640,000 Class A ordinary shares, please
reconcile this with the disclosures throughout the filing which state that the Sponsor
related PIPE investors will receive 15,500,000 Class A ordinary shares.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Transaction Adjustments
Adjustment (n), page 176
10.Please disclose the maximum possible liability that New ProKidney is obligated to pay
under the Tax Receivable Agreement if all the Post-Combination ProKidney Common
Units are exchanged for New ProKidney Class A ordinary shares.
Vote of SCS's Sponsor, Directors and Officers, page 181
11.We note that your Sponsor, directors and officers have agreed to waive their redemption
rights with respect to their Founder Shares, Private Placement Shares and public shares in
connection with the consummation of the Business Combination.  Please describe any
consideration provided in exchange for this agreement.
Background to the Business Combination, page 209
12.Your disclosure on this page that the SCS Board of Directors did not engage a financial
advisor in connection with the Business Combination appears to conflict with your
disclosure on page 236 that SCS engaged BofA Securities, Inc. to act as financial advisor
in connection with the Business Combination.  Please reconcile this discrepancy and as
applicable, disclose the activities performed by BofA Securities and describe its role in

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 March 17, 2022 Page 4
 FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
March 17, 2022
Page 4
advising the SCS board.
13.We note your disclosure on page 210 that SCS’s management team evaluated over 200
potential business combination targets, made contact with representatives of 30 potential
combination targets, and entered into non-disclosure agreements with 18 such potential
business combination targets.  Please explain how you narrowed these potential targets
from 200 targets to 30 targets to 18 targets.  As it concerns the 18 targets with which you
entered into non-disclosure agreements, briefly explain why and when each was
eliminated as a potential target.
14.We note your disclosure on this page that officers and directors of SCS have substantial
experience in evaluating the operating and financial merits of companies from a wide
range of industries, including the biotechnology and technology industries. We note your
disclosure on page 272 that Mr. Palihapitiya currently serves as the Chief Executive
Officer and the Chairman of the board of directors of each of Social Capital Hedosophia
Holdings Corp. IV and Social Capital Hedosophia Holdings Corp. VI.  Please explain
whether the SPACs' sponsors considered more than one active SPAC to engage in a
business combination with ProKidney and if applicable, how the final decision was
reached.
15.When referring to "Pipe Investors" in this section, please specify which Pipe Investors to
whom you are referring using your defined terms, such as "Third Party PIPE Investor,"
"Sponsor Related PIPE Investor," or "ProKidney Related PIPE Investor."
16.We note your disclosure on page 212 that the $1.75 billion valuation in the revised letter
of intent was informed by SCS management’s analysis of ProKidney’s scientific data and
clinical results and additional diligence performed since the date of the prior letter of
intent, including through the detailed diligence sessions conducted between SCS
management and ProKidney management and commercial diligence conducted by SCS.
Please revise to explain the methodology employed in reaching the valuation, including
the underlying assumptions and conclusions of the SCS board.
Prospective Financial Information, page 225
17.We note two statements on this page that investors "should not place undue reliance" on
ProKidney's prospective financial information. Please revise to remove any implication
that investors are not entitled to rely on disclosure in your proxy statement.
18.You disclose that "ProKidney previously provided SCS with its internally prepared
forecast of revenue potential in the United States for REACT-eligible patients with stage 3
or 4 CKD caused by diabetes of $16 billion for each one-percent of market penetration of
REACT[,]" and that "[t]he prospective financial information reflects numerous estimates
and assumptions with respect to general business, economic, regulatory, market and
financial conditions and other future events, as well as matters specific to ProKidney’s
business[.]"  Please revise to explain whether the SCS board considered ProKidney's
prospective financial information as part of its due diligence of ProKidney's business and

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 March 17, 2022 Page 5
 FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
March 17, 2022
Page 5
if so, how the Board used any projections provided. Please also clarify when the
projections were provided. Further, disclose the specific assumptions used to generate the
revenue forecast and risks related to such assumptions.
19.We note your disclosure on page 226 that, as it concerns the $16 billion projection, "the
prospective financial information does not take into account any circumstances or events
occurring after the date it was prepared."  Please describe the SCS board's consideration of
this fact and discuss what consideration the board gave to obtaining updated projections.
Conflicts of Interest, page 277
20.We note that your Memorandum and Articles of Association includes a waiver of the
corporate opportunities doctrine. If applicable, please disclose how this impacted your
search for an acquisition target.
Our Pipeline, page 290
21.Please clarify your presentation by including the trial names in the table, such as RMCL-
002, REGEN-003 etc. Additionally, please ensure all text is legible. Please also relocate
your discussion of your Phase 4 trial on page 302 to appear under the heading "Planned
Studies" or similar to clarify your development activities to date.
22.We note that you have included in your pipeline table two "research" programs that
appear to be in the preclinical phase.  You have included minimal discussion of these two
programs, which implies that these programs are not sufficiently material to your
operations to warrant more discussion. Given the early-stage development of these
programs and the lack of narrative explanation, please explain why each program is
sufficiently material to your business to warrant inclusion in your pipeline table or remove
these programs from your pipeline table.
23.Please explain what is involved in the "Optimize" phase and why you believe this is a
separate and distinct development phase, as opposed to the preclinical phase.
Our Product Candidates, page 293
24.We note repeated references to interim data in this section.  For instance, on this page you
state that "in the RMCL-002 Phase 2 clinical trial, the interim analysis as of December
2021 demonstrates there is a statistically significant improvement in a measurement of
kidney function."  This interim data is again referenced on page 298 and you reference the
"early interim results" of REGEN-004 on page 302.  Please explain why you chose to
highlight these interim results and include balancing disclosure here and in your risk
factors section that interim results may not be indicative of future results or success.
Competition, page 303
25.Please revise to identify specific competitors in your targeted markets.

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 March 17, 2022 Page 6
 FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
March 17, 2022
Page 6
Supply and Manufacturing, page 303
26.We note your disclosure that "the clinical REACT products we produced for all clinical
studies have greater than 95% successful product delivery rate, which is favorable
compared to most cell therapies with an average of 85% successful product delivery
rate."  Please revise to briefly explain what you mean by "product delivery rate" and
provide the basis for this comparison, including the other cell therapies to which you refer.
Key Agreements
Research, Development, Engineering Services and License Memorandum and Agreement, dated
January 16, 2022, by and between ProKidney-KYand DEK, page 304
27.Please quantify any payments made to date under the License Memorandum and
Agreement with DEKA Research & Development Corp.  We note your disclosure on page
305 that "[t]he initial payment for DEKA’s work under the RDELA was made through the
issuance of Class B-1 Units of ProKidney Management Equity LLC. All subsequent
payments are made by ProKidney-KY in cash."
Intellectual Property, page 307
28.Please expand your disclosure to identify by patent family or otherwise the type of patent
protection (such as composition of matter, use or process), the technology to which it
relates and relevant jurisdiction. Ensure that you segregate issued patents and patent
applications.
Beneficial Ownership of Securities , page 367
29.Please revise to identify in footnotes to the table all natural persons who have voting
and/or investment power over the shares held by Adage Capital Partners,
L.P., Millennium Management LLC, and Sculptor Capital LP.
Promissory Notes with Tolerantia and CEC, page 377
30.We note your disclosure that on January 18, 2022, in connection with the Business
Combination Agreement, ProKidney entered into promissory note agreements with (a)
Tolerantia, pursuant to which ProKidney may borrow up to an aggregate principal am

CORRESP
1
filename1.htm

CORRESP

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, NY 10036

June 25, 2021

 VIA EMAIL & EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Stacie
Gorman

Re:
 Social Capital Suvretta Holdings Corp. III (the “Company”)

 Registration Statement on Form S-1 (Registration No. 333-256725)

 Dear Ms. Gorman:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the
undersigned hereby joins the request of the Company that the effectiveness for the above-captioned Registration Statement on Form S-1 filed under the Securities Act be accelerated by the Securities and
Exchange Commission to 4:00 p.m. Eastern Time, on June 29, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wachtell, Lipton, Rosen & Katz, request by telephone that such
Registration Statement be declared effective.

 Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute to each
underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the preliminary prospectus dated June 25, 2021 (the “Preliminary Prospectus”) as appears to be reasonable to secure adequate
distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several underwriters, have complied and will comply, and we
have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

 Very truly yours,

MORGAN STANLEY & CO. LLC

By:

 /s/ Chirag D. Surti

Name: Chirag D. Surti

Title: Vice President

CORRESP
1
filename1.htm

CORRESP

 Social Capital Suvretta Holdings Corp. III

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV 89052

June 25, 2021

 VIA
EDGAR AND E-MAIL

 Ms. Stacie Gorman

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street, N.E.

 Washington, D.C. 20549-7010

Re:
 Social Capital Suvretta Holdings Corp. III

 Registration Statement on Form S-1

 File No. 333-256725

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Social Capital Suvretta Holdings Corp. III (the “Company”) hereby requests that the effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-256725) be accelerated by the U.S. Securities and Exchange Commission to 4:00 p.m. Eastern Time on June 29, 2021, or as soon as possible thereafter.

*    *    *    *    *

 The Company hereby authorizes Raaj S. Narayan of Wachtell, Lipton, Rosen & Katz to
orally modify or withdraw this request for acceleration. Please contact Mr. Narayan at (212) 403-1349 with any questions you may have concerning this request, and please notify him when this request
for acceleration has been granted.

 Very truly yours,

 Social Capital Suvretta Holdings Corp. III

By:

 /s/ Chamath Palihapitiya

Name:

Chamath Palihapitiya

Title:

Chief Executive Officer

cc:
 Wachtell, Lipton, Rosen & Katz

 Raaj S. Narayan

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

June 25, 2021

 Via EDGAR and Courier

 Office of Real Estate & Construction

 Division
of Corporation Finance

 U.S. Securities & Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 Social Capital Suvretta Holdings Corp. III

 Amendment No. 1 to Registration Statement on Form S-1

 Filed June 9, 2021

 File No. 333-256725

Dear Ms. Gorman and Ms. Mills-Apenteng:

On behalf of our client, Social Capital Suvretta Holdings Corp. III (the “Company”), set forth below is the response of the
Company to the comment of the Staff of the Division of Corporation Finance (the “Staff”) set forth in your letter dated June 15, 2021 regarding Amendment No. 1 to the Company’s registration statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission on June 9, 2021. In connection with this letter responding to the Staff’s comment, the Company is today
filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”). In addition to submitting this letter by EDGAR, we are separately furnishing to the Staff courtesy copies of Amendment No. 2 marked to show the
changes made to the Registration Statement.

 For your convenience, the Staff’s comment is set forth in bold, followed by a response
on behalf of the Company.

 General

1. We note your revised disclosure regarding the anticipated sale of up to five percent of the securities via SoFi Securities’ online
brokerage platform. Please revise the risk factor section to address separately the risks to investors that purchase through the SoFi platform, including, for instance, the risk that such purchasers may be subject to additional fees and
restrictions. In this regard, please further clarify what you mean by “risks related to the technology and operation of the platform, and the publicity and the use of social media by users of the platform that [you] cannot control.” For
example, does the platform fail to meet regulatory or technological safeguards? What is the nature of the risk resulting from social media?

Response: In response to the Staff’s comment, the disclosure on pages 63 and 158 of Amendment No. 2 has been revised.

 U.S. Securities and Exchange Commission

June 25, 2021

  Page
 2

*    *    *    *    *    *

If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do
not hesitate to contact the undersigned at (212) 403-1349.

Sincerely yours,

 /s/ Raaj S. Narayan

Raaj S. Narayan

cc:
 Chamath Palihapitiya, Social Capital Suvretta Holdings Corp. III

 Kishen Mehta, Social Capital Suvretta Holdings Corp. III

 Paul D. Tropp, Ropes & Gray LLP

 Patrick O’Brien, Ropes & Gray LLP

United States securities and exchange commission logo
June 15, 2021
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. III
2850 W. Horizon Ridge Parkway, Suite 200
Henderson, NV 89052
Re:Social Capital Suvretta Holdings Corp. III
Amendment No. 1 to Registration Statement on Form S-1
Filed June 9, 2021
File No. 333-256725
Dear Mr. Palihapitiya:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your revised disclosure regarding the anticipated sale of up to five percent of the
securities via SoFi Securities’ online brokerage platform.  Please revise the risk factor
section to address separately the risks to investors that purchase through the SoFi
platform, including, for instance, the risk that such purchasers may be subject to additional
fees and restrictions.  In this regard, please further clarify what you mean by “risks related
to the technology and operation of the platform, and the publicity and the use of social
media by users of the platform that [you] cannot control.”  For example, does the platform
fail to meet regulatory or technological safeguards?  What is the nature of the risk
resulting from social media?

 FirstName LastNameChamath Palihapitiya
 Comapany NameSocial Capital Suvretta Holdings Corp. III
 June 15, 2021 Page 2
 FirstName LastName
Chamath Palihapitiya
Social Capital Suvretta Holdings Corp. III
June 15, 2021
Page 2
            You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Raaj S. Narayan, Esq.