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

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SC 13D/A 1 ef20031565_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
ProKidney Corp.
(Name of Issuer)
 
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
 
G7S53R104
(CUSIP Number)
 
Control Empresarial de Capitales, S.A. de C.V.
Paseo de las Palmas 781, 3rd Floor
Lomas de Chapultepec, Sección III
11000 Mexico City
Mexico
52 55 56 25 49 56
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
With copies to:
Jorge U. Juantorena, Esq.
Kyle A. Harris, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006

June 11, 2024
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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).
 


CUSIP No. G7S53R104
SC13D
Page 2 of 13
1
NAMES OF REPORTING PERSONS
 
 
Carlos Slim Helú
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
Not Applicable
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (a “Common Unit”), for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 3 of 13
1
NAMES OF REPORTING PERSONS
 
 
Carlos Slim Domit
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 4 of 13
1
NAMES OF REPORTING PERSONS
 
 
Marco Antonio Slim Domit
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 5 of 13
1
NAMES OF REPORTING PERSONS
 
 
Patrick Slim Domit
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 6 of 13
1
NAMES OF REPORTING PERSONS
 
 
María Soumaya Slim Domit
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 7 of 13
1
NAMES OF REPORTING PERSONS
 
 
Vanessa Paola Slim Domit
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 8 of 13
1
NAMES OF REPORTING PERSONS
 
 
Johanna Monique Slim Domit
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 9 of 13
1
NAMES OF REPORTING PERSONS
 
 
Control Empresarial de Capitales, S.A. de C.V.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United Mexican States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
71,560,107 Class A Ordinary Shares(1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
25.3% of the total Class A Ordinary Shares outstanding(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC, CO
 
 
 
 
(1) Includes 63,118,645 Class B Ordinary Shares of the Issuer held by Control Empresarial, each of which may, subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the Issuer’s Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit, for a Class A Ordinary Share on a one-for-one basis. Control Empresarial beneficially owns 63,118,645 Common Units.
(2) Based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024.


CUSIP No. G7S53R104
SC13D
Page 10 of 13
Item 1.
Security and Issuer
 
This Amendment No. 1 (the “First Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2022 (the “Schedule 13D”), by the Reporting Persons (as defined below), with respect to the Class A ordinary shares, $0.0001 par value (the “Class A Ordinary Shares”) of ProKidney Corp (the “Issuer” or “ProKidney”). Capitalized terms used but not otherwise defined in this First Amendment have the meanings ascribed to such terms in the Schedule 13D.
 
Item 2.
 
  (a)
Name of Persons Filing:
 

i.
Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”).


ii.
Control Empresarial, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies (“Control Empresarial” and together with the Slim Family, the “Reporting Persons”).


(b)
Address of Principal Business Office:
 

i.
The principal business address for each member of the Slim Family is:
 
Paseo de las Palmas 736
Colonia Lomas de Chapultepec
11000 Ciudad de México, México


ii.
Control Empresarial’s principal business address is:
 
Paseo de las Palmas 781
Piso 3, Lomas de Chapultepec, Sección III
Miguel Hidalgo, Ciudad de México, México, 11000


(c)
The members of the Slim Family are beneficiaries of a Mexican trust which owns all of the outstanding voting securities of Control Empresarial.
 

(d)
During the last five years, none of the members of the Slim Family have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).


(e)
During the last five years, none of the members of the Slim Family have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor were they or are they as a result of any such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


CUSIP No. G7S53R104
SC13D
Page 11 of 13

(f)
Each member of the Slim Family is a Mexican citizen. Control Empresarial is a Mexican corporation.

Item 3.
Source and Amount of Funds or Other Consideration
 
On June 11, 2024, the Issuer priced a public underwritten offering (the “Public Offering”) of 42,774,220 Class A Ordinary Shares. Together with the Public Offering, the Issuer offered to issue and sell 11,030,574 Class A Ordinary Shares to certain investors in a concurrent direct offering at the Public Offering price per share and on the same terms as those of the Public Offering (the “Direct Offering” and, together with the Public Offering, the “Offering”). In connection with the Offering, Control Empresarial purchased 8,264,462 Class A Ordinary Shares at an aggregate purchase price of $19,999,998.04, thereby increasing its holdings in the Issuer from 63,295,645 Class A Ordinary Shares to 71,560,107 Class A Ordinary Shares. The Offering was settled on June 13, 2024. The Class A Ordinary Shares purchased by Control Empresarial in the Offering were acquired using the working capital of Control Empresarial.
 
Item 4.
Purpose of the Transaction
 
The Reporting Persons acquired the Class A Ordinary Shares described in Item 3 above for investment purposes and did not acquire such Class A Ordinary Shares with the purpose, or with the effect, of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.
 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position, results and strategic direction, general economic and industry conditions, the securities markets in general and those for the Issuer’s stock in particular, as well as other developments and other investment opportunities, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate. Such actions by the Reporting Persons may include, without limitation, increasing or decreasing their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Class A Ordinary Shares and/or other equity, debt or other securities, in each case in the open market, in privately negotiated transactions or otherwise; entering into derivative or other instruments that are based upon or relate to the value of securities of the Issuer; engaging in discussions with the Issuer’s board of directors and/or management team; and taking other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act) or formulating and implementing plans or proposals with respect to any of the foregoing.
 

CUSIP No. G7S53R104
SC13D
Page 12 of 13
Except as set forth in this Item 4, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.
 
Item 5.
Interest in Securities of the Issuer
 
(a) — (b) Calculations of the percentage of the Class A Ordinary Shares beneficially owned are based on a total of 283,119,677 shares issued and outstanding as of June 25, 2024, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B Ordinary Shares, as disclosed in the Issuer’s prospectus supplement filed with the SEC on June 13, 2024. As of June 25, 2024, (i) Control Empresarial, directly or indirectly, owns 71,560,107 Class A Ordinary Shares (including 63,118,645 Class B Ordinary Shares) (representing approximately 25.3% of the 283,119,677 shares issued and outstanding, comprising 115,396,124 Class A Ordinary Shares and 167,723,553 Class B ordinary shares), 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 Ordinary Shares beneficially owned directly by Control Empresarial.
 
(c) Not applicable.
 
(d) Not applicable.
 
(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with ProKidney’s launch of the Public Offering described in Item 3, Control Empresarial entered into a lock-up agreement with the underwriters to restrict the sale of Class A Ordinary Shares or Class B Ordinary Shares for 90 days after the date of the final prospectus related to the Offering.

Item 7.
Material to Be Filed as Exhibits
 
The Form of Lock-Up Agreement, which is incorporated by reference to Exhibit A to the Underwriting Agreement, filed as Exhibit 1.1 to ProKidney’s Current Report on Form 8-K filed with the SEC on June 13, 2024 is hereby incorporated herein by reference.
 

CUSIP No. G7S53R104
SC13D
Page 13 of 13
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.
 
Date: June 25, 2024
       
         
Carlos Slim Helú
       
         
Carlos Slim Domit
    By:
/s/Marco Antonio Slim Domit
       
Marco Antonio Slim Domit
Marco Antonio Slim Domit
     
Attorney-in-Fact*
       
June 25, 2024
Patrick Slim Domit
       
         
María Soumaya Slim Domit
       
         
Vanessa Paola Slim Domit
       
         
Johanna Monique Slim Domit
       
         
CONTROL EMPRESARIAL DE CAPITALES S.A. DE C.V.
       
         
By: Víctor Manuel Gutierrez Lopez
Title: Attorney-in-Fact
       

* 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 February 3, 2022 in connection with their beneficial ownership of American Depositary Shares, each representing 20 Series L Shares of América Móvil, S.A.B. de C.V., are hereby incorporated herein by reference.



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Recent Analyst Ratings for
$PROK

DatePrice TargetRatingAnalyst
9/30/2024Neutral
JP Morgan
9/10/2024$6.00Buy
Guggenheim
3/7/2024$3.00Equal-Weight
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1/2/2024Buy → Neutral
BofA Securities
7/25/2023$16.00Buy
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12/21/2022$15.00Buy
Jefferies
11/10/2022$13.00Equal-Weight
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10/18/2022$18.00Buy
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  • ProKidney to Present at the 43rd Annual J.P. Morgan Healthcare Conference

    WINSTON-SALEM, N.C., Jan. 07, 2025 (GLOBE NEWSWIRE) -- ProKidney Corp. (NASDAQ:PROK) ("ProKidney"), a late clinical-stage biotech company focused on the development of a first-in-class cell therapy candidate for chronic kidney disease (CKD), today announced that ProKidney's CEO, Bruce Culleton, M.D., will present at the 43rd Annual J.P. Morgan Healthcare Conference. The ProKidney management team will also host one-on-one meetings throughout the event. 43rd Annual J.P. Morgan Healthcare ConferenceDate:January 15, 2025Time:7:30am PSTFormat:PresentationWebcast:Link   The live webcast will also be accessible through the "Events" section of the Investor Relations tab within ProKidney's website

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  • ProKidney to Participate in Two Upcoming Conferences: Evercore HealthCONx Conference and the Citi Global Healthcare Conference

    WINSTON-SALEM, N.C., Nov. 26, 2024 (GLOBE NEWSWIRE) -- ProKidney Corp. (NASDAQ:PROK) ("ProKidney"), a late clinical-stage biotech company focused on the development of a first-in-class cell therapy candidate for chronic kidney disease (CKD), today announced that senior members of the management team will be participating in the following two upcoming healthcare conferences in December: Evercore HealthCONx ConferenceDate:December 3, 2024Time:8:45am ETFormat:Fireside ChatWebcast:Link  Citi Global Healthcare ConferenceDate:December 4, 2024Format:One-on-one meetings   The live webcast for the Evercore fireside chat will be accessible through the "Events" section of the Investor Relations tab w

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  • ProKidney Reports Third Quarter 2024 Financial Results along with Regulatory and Clinical Development Updates Following Successful FDA Type B Meeting

    FDA confirmed in a recent FDA Type B meeting under RMAT designation that the PROACT 1 Phase 3 study could be sufficient to support a full U.S. regulatory approval of rilparencelFDA also confirmed in that Type B meeting that the accelerated approval pathway is available for rilparencel if an acceptable surrogate endpoint, which may include eGFR slope, is used Presented five posters at the ASN Kidney Week, including one late-breaking clinical trial and four posters on rilparencel's product characterization and MOAEnded the third quarter with $406.8 million in cash and cash equivalents and marketable securities, supporting operations into 2027 WINSTON-SALEM, N.C

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  • ProKidney Announces Strategic Updates to its Phase 3 Program to Accelerate Rilparencel's Registrational Path to Potential Approval in the U.S.

    Refined the focus of the Phase 3 program to accelerate path to potential U.S. approval and commercial launch in the Company's highest priority marketDiscontinued the ex-U.S.-based PROACT 2 trial and focused Company resources on PROACT 1 to expedite enrollment and accelerate estimated topline data readout to Q3 2027 WINSTON-SALEM, N.C., Sept. 03, 2024 (GLOBE NEWSWIRE) -- ProKidney Corp. (NASDAQ:PROK) ("ProKidney" or the "Company"), a late clinical-stage biotech company focused on the development of a first-in-class cell therapy candidate for chronic kidney disease (CKD), today announced strategic updates to its Phase 3 program for rilparencel, an investigational treatment to potentiall

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    Final results from RMCL-002 Phase 2 trial to be presented in the Late Breaking Clinical Trials session at the European Renal Association (ERA) Congress on May 25, 2024. An investor call to provide a perspective on CKD with Dr. Arnold Silva and Dr. Steven Coca and a recap of the RMCL-002 data is planned for May 28, 2024On schedule to resume manufacturing and PROACT 1 Phase 3 trial, commence PROACT 2 Phase 3 trial, and readout interim results from the ongoing REGEN-007 Phase 2 trial in mid-2024Strengthened leadership team with appointment of two key hires across Clinical and Technical OperationsEnded the first quarter with $329 million in cash and cash equivalents and marketable securities, su

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  • ProKidney Reports Full Year 2023 Financial Results and Recent Corporate Highlights

    WINSTON-SALEM, N.C., March 21, 2024 (GLOBE NEWSWIRE) -- ProKidney Corp. (NASDAQ:PROK) ("ProKidney" or the "Company"), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced financial results for the year ended December 31, 2023. "We are very excited about the future of ProKidney. Building on the positive interim Phase 2 data that we released last Fall for rilparencel (which we sometimes refer to as REACT®) demonstrating the potential to preserve kidney function in patients with type 2 diabetes mellitus and advanced kidney disease, we look forward to the REGEN-007 Phase 2 interim data readout mid-year," said Bruce Culleton, Ch

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  • ProKidney Announces Positive Interim REGEN-007 Phase 2 Trial Data and Provides Clinical and Operational Updates

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  • ProKidney Reports Third Quarter Financial Results

    WINSTON-SALEM, N.C., Nov. 14, 2023 (GLOBE NEWSWIRE) -- ProKidney Corp. (NASDAQ:PROK) ("ProKidney"), a leading late clinical-stage cellular therapeutics company focused on chronic kidney disease (CKD), today announced financial results for the third quarter ended September 30, 2023. "Building off of our positive corporate update, and with nearly $400 million in cash, cash equivalents and marketable securities as of September 30th of this year, ProKidney continues to be well capitalized to continue executing on both of our Phase 2 and Phase 3 trials in high-risk CKD patients in need," said James Coulston, Chief Financial Officer at ProKidney. "With cash expected to fund operations into the

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  • ProKidney Announces Positive Interim Data from RMCL-002 Phase 2 Clinical Trial of Renal Autologous Cell Therapy (REACT®) for Diabetic CKD and Provides Corporate Updates

    Updated positive interim Phase 2 data demonstrate potential efficacy of REACT® to preserve kidney function in moderate and high-risk diabetic CKD patients Focusing Phase 3 development program on patients with Stage 3b and 4 diabetic CKD at highest risk of advancing to kidney failure and need for renal replacement therapy Dr. Bruce Culleton appointed ProKidney CEO following Dr. Tim Bertram's transition to advisory role Sufficient capital to fund operations into fourth quarter 2025 ProKidney to host conference call and webcast tomorrow at 8:00 a.m. ET WINSTON-SALEM, N.C., Nov. 13, 2023 (GLOBE NEWSWIRE) -- ProKidney Corp. (NASDAQ:PROK) ("ProKidney"), a leading late clinical-stage cellu

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