ProKidney Corp-A美股招股说明书(2025-04-28版)

PROSPECTUS FOR UP TO 292,707,888 SHARES OF CLASS A COMMON STOCK AND CLASS BCOMMON STOCK, IN EACH CASE OF PROKIDNEY CORP. AFTER ITS DOMESTICATION AS ACORPORATION INCORPORATED IN THE STATE OF DELAWARE 2000 Frontis Plaza Blvd., Suite 250Winston-Salem, NC 27103 April28, 2025 Dear Fellow Shareholders: You are cordially invited to attend the 2025 annual general meeting (“annual general meeting”) of shareholders of ProKidney Corp., aCayman Islands exempted company (“ProKidney,” the “Company,” “we,” “us” or “our”), to be held at 399 Boylston Street, Ste. 350, Boston, MA02116 and virtually via live webcast at 10:00 a.m. Eastern Time on May29, 2025. Details regarding the meeting, the business to be conducted at the meeting, and information about ProKidney that you should consider whenyou vote your shares are described in the accompanying proxy statement/prospectus. The following is a summary of the proposals to be put to the annual general meeting. Domestication Proposal. Each of (i) the full board of directors (the “Board”) of ProKidney and (ii) the directors of the Board who do not own ClassB ordinary shares(as defined below) unanimously approved the change of ProKidney’s jurisdiction of incorporation from the Cayman Islands to the State ofDelaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated underthe laws of the State of Delaware (the “domestication” and such proposal, the “domestication proposal”). These separate votes were taken out ofan abundance of caution because certain of our directors who own ClassB ordinary shares and common units in ProKidney LP might be deemedto have potential interests in the domestication that are different from or in addition to ProKidney’s public shareholders because they are party tothe Tax Receivable Agreement entered into in connection with our business combination. See the section entitled “Interests of Certain Persons inthe Domestication” of the accompanying proxy statement/prospectus on page28for a further discussion of these considerations. Thedomestication would be effected pursuant to Section388 of the General Corporation Law of the State of Delaware and Sections 206 and 207 ofthe Companies Act (as amended) of the Cayman Islands. The continuing entity following the domestication, which we refer to as “ProKidneyDelaware,” will continue to be named ProKidney Corp. after the domestication. As described in this proxy statement/prospectus, ProKidney’s shareholders are being asked to consider and vote to approve thedomestication. At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holderthereof, (i) each ClassA ordinary share, par value $0.0001 per share (the “ClassA ordinary shares”), issued and outstanding immediately prior tothe effective time of the domestication will be automatically converted into one share of ClassA common stock, par value $0.0001 per share, ofProKidney Delaware (the “ClassA common stock”) and (ii)each ClassB ordinary share, par value $0.0001 per share (the “ClassB ordinaryshares”), issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one share ofClassB common stock, par value $0.0001 per share, of ProKidney Delaware (the “ClassB common stock”). ProKidney’s ClassA ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “PROK.” ProKidney Delaware’sClassA common stock will continue to trade under the same symbol following the domestication. There is no public market for our ClassBordinary shares. New Charter Proposal. ProKidney’s shareholders will be asked to approve by special resolution the proposed new certificate of incorporation of ProKidneyDelaware, a copy of which is attached to the proxy statement/prospectus as AnnexB, to be effective at the effective time of the domestication,which will alter the rights of shareholders under ProKidney’s second amended and restated memorandum and articles of association, a copy ofwhich is attached to the proxy statement/prospectus as AnnexA (the “new charter proposal”). Approvals of both the domestication proposal andthe new charter proposal are required to effect the domestication. The approval of each of the domestication proposal and the new charter proposalis conditioned upon the other proposal being approved. Advisory Charter Proposals. ProKidney’s shareholders will be asked to consider and vote upon five separate non-binding, advisory proposals to approve materialdifferences between the current second amended and restated memorandum and articles of association of ProKidney and the proposed newcertificate of incorporation of ProKidney Delaware that will become effective at the effective time of the domestication. This proxy statement/prospectus is dated April28, 2025, and is first being mailed to ProKidney’s shareholders on or about April28, 2025. Cover