Sec Form 13D Filing - Control Empresarial de Capitales S.A. de C.V. filing for PROKIDNEY CORP. (PROK) - 2024-06-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

ProKidney Corp.

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Class A ordinary shares, par value $0.0001 per share

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G7S53R104

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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

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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

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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).

 

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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 Ordina ry 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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

 

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.

 

 

 

 

Paseo de las Palmas 736

Colonia Lomas de Chapultepec

11000 Ciudad de México, México

 

Paseo de las Palmas 781

Piso 3, Lomas de Chapultepec, Sección III

Miguel Hidalgo, Ciudad de México, México, 11000

 

 

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.

 

 

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.

 

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.

 

 

(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.

 

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.

 

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.

 

 

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.

 

* 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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