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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
ProKidney Corp. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Control Empresarial Paseo de las Palmas 781, 6th Floor, Lomas de Chapultepec, Section III Mexico City, O5, 11000 52 55 56 25 49 56 Kyle A. Harris, Esq. Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza New York, NY, 10006 (212) 225-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Carlos Slim Helu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock (as defined in Item 1 below) outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests (as defined in Item 4 below) held by Control Empresarial on the Transaction Date (as defined in Item 4 below).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Carlos Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Marco Antonio Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Patrick Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Maria Soumaya Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Vanessa Paola Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Johanna Monique Slim Domit | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Control Empresarial de Capitales S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
73,842,723.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
Based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ProKidney Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 FRONTIS PLAZA BLVD., SUITE 250, WINSTON-SALEM,
NORTH CAROLINA
, 27103. | |
Item 1 Comment:
This Amendment No. 2 (the "Second Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 22, 2022 by the Reporting Persons, as amended and supplemented by Amendment No. 1 filed on June 25, 2024 (the "Original Schedule 13D" and, as amended by this Second Amendment, the "Schedule 13D") with respect to the shares of Class A common stock, $0.0001 par value (the "Class A Common Stock") of ProKidney Corp (the "Issuer" or "ProKidney"). Capitalized terms used but not otherwise defined in this Second Amendment have the meanings ascribed to such terms in the Original Schedule 13D. This Second Amendment supplements Item 4 and amends and restates Items 5(a)-(c) as set forth below. | ||
| Item 4. | Purpose of Transaction | |
Delaware Domestication
On July 1, 2025, the Issuer effected a domestication from the Caymans Islands to the State of Delaware (the "Domestication"). Effective as of July 1, 2025, each (i) Class A ordinary share automatically converted into one share of Class A Common Stock of the Issuer and (ii) each Class B ordinary share automatically converted into one share of Class B common stock of the Issuer.
Exchange Agreement
Prior to April 28, 2026 (the "Transaction Date"), in addition to 10,724,078 shares of Class A Common Stock, the Reporting Persons beneficially owned 63,118,645 shares of Class B common stock of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Amended and Restated Exchange Agreement and the Holdings LLCA (each as defined and as described in the Issuer's Current Report on Form 8-K filed with the SEC on July 3, 2025), be exchanged, together with the paired common unit in ProKidney Holdings, LLC (the "Paired Interests"), for a share of Class A Common Stock on a one-for-one basis. Control Empresarial held 63,118,645 Paired Interests prior to the Transaction Date. On the Transaction Date, Control Empresarial exchanged 63,118,645 Paired Interests for 63,118,645 shares of Class A Common Stock. As a result, as of the date of this filing, the Reporting Persons beneficially own 73,842,723 shares of Class A Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Calculations of the percentage of the Class A Common Stock beneficially owned by each Reporting Person are based on 205,061,550 shares of Class A Common Stock outstanding, which is the sum of (i) 141,942,905 shares of Class A Common Stock outstanding as of March 17, 2026, as disclosed in the Issuer's Annual Report on Form 10-K filed with the SEC on March 18, 2026 and (ii) 63,118,645 shares of Class A Common Stock issued by the Issuer to the Reporting Persons upon exchange of the Paired Interests held by Control Empresarial on the Transaction Date. As of the date of this filing, (i) Control Empresarial, directly or indirectly, owns 73,842,723 shares of Class A Common Stock (representing a 36.0% of the outstanding shares of Class A Common Stock ), and (ii) the Slim Family, which are beneficiaries of a Mexican trust that owns all of the issued and outstanding voting equity securities of Control Empresarial, may be deemed to beneficially own indirectly the Class A Common Stock beneficially owned directly by Control Empresarial. | |
| (b) | 73,842,723 shares of Class A Common Stock (representing a 36.0% of the outstanding shares of Class A Common Stock. | |
| (c) | Except as set forth in Item 4 of this Second Amendment, no transactions have been effected by the Reporting Persons in the past sixty (60) days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
* See the Powers of Attorney for the members of the Slim Family and Control Empresarial, which are filed as exhibits to the Schedule 13D/A filed by the Slim Family and Control Empresarial with the SEC on March 4, 2026 in connection with their beneficial ownership of shares of Class A Common Stock, $0.001 par value per share of PBF Energy Inc., are hereby incorporated herein by reference. |