Amendment: SEC Form SC 13G/A filed by ProKidney Corp.

SCHEDULE 13G

(Amendment No. 3)*
Under the Securities Exchange Act of 1934

ProKidney Corp.
(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share
(Titles of Class of Securities)

G7S53R104
(CUSIP Number)

August 28, 2024
(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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).

ProKidney Corp., a Cayman Islands exempted company limited by shares (the “Issuer”).

2000 Frontis Plaza Blvd., Ste 250, Winston-Salem, NC 27103

This Amendment No. 3 to Schedule 13G is filed by Averill Master Fund, Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Averill Fund”), Averill Madison Master Fund, Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Averill Madison 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, the Averill Madison 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 and the Averill Madison Fund.  Mr. Cowen may be deemed to control the Manager. 

The principal business address of each of the Manager and Mr. Cowen is as follows:

c/o Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor,
New York, New York 10022.

The principal business address of each of the Averill Fund and Averill Madison Fund is as follows:

c/o Maples Corporate Services Limited

P.O. Box 309

Ugland House

Grand Cayman KY1-1104

Cayman Islands

See responses to Item 4 on each cover page.

Class A ordinary shares, par value $0.0001 per share (“Issuer Class A ordinary shares”)

The Issuer Class A ordinary shares CUSIP Number is G7S53R104.

(a) Amount beneficially owned:

See responses to Item 9 on each cover page.

(b) Percent of class:

See responses to Item 11 on each cover page.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

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 ☐.

None.

Not Applicable.

Not Applicable.

Not Applicable.

Each Reporting Person hereby makes the following certification:

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.

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.

Date:  October 22, 2024