SOCL CAPI Item 1.01 Entry into a Material Definitive Agreement.
On
Following the closing of the transactions contemplated by the Business
Combination Agreement (the "Closing"), the combined company will be organized in
an umbrella partnership-C corporation (a so called "Up-C") structure, and SCS's
direct assets will consist of common units of ProKidney ("ProKidney Common
Units") and equity interests of a private limited company organized under the
laws of
Pursuant to the Business Combination Agreement, among other things:
(i) ProKidney will issue to SCS a number of ProKidney Common Units equal
to the number of fully diluted outstanding SCS ordinary shares as of
immediately prior to the Closing (but after giving effect to all
redemptions of SCS Class A ordinary shares, par value $0.0001 per
share ("SCS Class A Common Stock") and the PIPE Investment (as defined
below)), in exchange for (A) SCS Class B ordinary shares, par value
$0.0001 per share ("SCS Class B Common Stock"), which shares will have
no economic rights but will entitle the holders thereof to vote on all
matters on which shareholders of SCS are entitled to vote generally,
(B) an amount in cash equal to the aggregate proceeds obtained by SCS
in the PIPE Investment and (C) an amount in cash equal to the
aggregate proceeds available for release to SCS from SCS's trust
account (the "Trust Account") (after giving effect to all redemptions
of shares of SCS Class A Common Stock and after payment of any
deferred underwriting commissions being held in the Trust Account and
payment of certain transaction expenses);
(ii) New GP will be admitted as the general partner of ProKidney;
(iii) existing ProKidney unitholders will continue to hold the ProKidney
Common Units held as of immediately prior to the Closing and
ProKidney will also distribute to such unitholders the shares of SCS
Class B Common Stock received pursuant to clause (i)(A) above; and
(iv) existing unitholders of ProKidney will receive an aggregate of
17,500,000 restricted common units of ProKidney and 17,500,000
restricted stock rights in respect of shares of SCS Class B Common
Stock (collectively, the "Earnout Rights"), which Earnout Rights will
vest in three equal tranches (and settle into ProKidney Common Units
and shares of SCS Class B Common Stock, respectively) upon the
trading price of a share of SCS Class A Common Stock, reaching
$15.00 /share, $20.00 /share and $25.00 /share, respectively, on the
terms set forth in the Business Combination Agreement.
The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Business Combination Agreement, including the approval of SCS's shareholders.
Following the Closing, each ProKidney Common Unit, together with one share of SCS Class B Common Stock, will generally be exchangeable for one share of SCS Class A Common Stock, subject to certain procedures and restrictions.
On
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respective affiliates, and (ii) at least
On
On
A copy of the Business Combination Agreement, the form of Subscription Agreement for institutional investors, the form of Subscription Agreement for individual investors, the Sponsor Support Agreement and the ProKidney Unitholder Support Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4, respectively, and the foregoing descriptions of each of the Business Combination Agreement, Subscription Agreements, Sponsor Support Agreement and ProKidney Unitholder Support Agreement are qualified in their entirety by reference thereto.
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the
Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation dated
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SCS under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
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Additional Information and Where to Find It
In connection with the proposed transaction, SCS intends to file a preliminary
proxy statement and a definitive proxy statement with the
The documents filed by SCS with the
Participants in Solicitation
SCS and ProKidney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SCS's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction between ProKidney and SCS will be contained in the proxy statement when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the
meaning of the federal securities laws with respect to the proposed transaction
between ProKidney and SCS. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity," "plan," "may,"
"should," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. Forward-looking statements are predictions, projections and
other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the risk that the proposed transaction may not be completed in a timely
manner or at all, which may adversely affect the price of SCS's securities,
(ii) the risk that the proposed transaction may not be completed by SCS's
business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by SCS, (iii) the failure to
satisfy the conditions to the consummation of the proposed transaction,
including the adoption of the Business Combination Agreement by the shareholders
of SCS and the satisfaction of the minimum cash condition, (iv) the lack of a
third party valuation in determining whether or not to pursue the proposed
transaction, (v) the inability to complete the
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relationships, operating results, and business generally, (viii) risks that the
proposed transaction disrupts current plans and operations of ProKidney and
potential difficulties in ProKidney employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be instituted
against ProKidney or against SCS related to the Business Combination Agreement
or the proposed transaction, (x) the ability to maintain the listing of SCS's
securities on a national securities 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, variations in operating performance across competitors,
changes in laws and regulations affecting SCS's or ProKidney's business, and
changes in the combined capital structure, (xii) the ability to implement
business plans, forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional opportunities and
(xiii) the risk of downturns and a changing regulatory landscape in the highly
competitive biotechnology industry. 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
registration on Form S-1 (File No. 333-256725), SCS's quarterly report on Form
10-Q for the quarter ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Joint Press Release, dated as ofJanuary 18, 2022 99.2 Investor Presentation, dated as ofJanuary 2022 -5-
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