You are cordially invited to attend the 2025 annual general meeting (“annual general meeting”) of shareholders of ProKidney Corp., a Cayman Islands exempted company (“ProKidney,” the “Company,” “we,” “us” or “our”), to be held at 399 Boylston Street, Ste. 350, Boston, MA 02116 and virtually via live webcast at 10:00 a.m. Eastern Time on May 29, 2025.

Details regarding the meeting, the business to be conducted at the meeting, and information about ProKidney that you should consider when you 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.

Each of (i) the full board of directors (the “Board”) of ProKidney and (ii) the directors of the Board who do not own Class B ordinary shares (as defined below) unanimously approved the change of ProKidney’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “domestication proposal”). These separate votes were taken out of an abundance of caution because certain of our directors who own Class B ordinary shares and common units in ProKidney LP might be deemed to have potential interests in the domestication that are different from or in addition to ProKidney’s public shareholders because they are party to the Tax Receivable Agreement entered into in connection with our business combination. See the section entitled “Interests of Certain Persons in the Domestication” of the accompanying proxy statement/prospectus on page 28 for a further discussion of these considerations. The domestication would be effected pursuant to Section 388 of the General Corporation Law of the State of Delaware and Sections 206 and 207 of the Companies Act (as amended) of the Cayman Islands. The continuing entity following the domestication, which we refer to as “ProKidney Delaware,” 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 the domestication. At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, (i) each Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”), issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one share of Class A common stock, par value $0.0001 per share, of ProKidney Delaware (the “Class A common stock”) and (ii) each Class B ordinary share, par value $0.0001 per share (the “Class B ordinary shares”), issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one share of Class B common stock, par value $0.0001 per share, of ProKidney Delaware (the “Class B common stock”).

ProKidney’s Class A ordinary shares are currently listed on The Nasdaq Capital Market under the symbol “PROK.” ProKidney Delaware’s Class A common stock will continue to trade under the same symbol following the domestication. There is no public market for our Class B ordinary shares.

ProKidney’s shareholders will be asked to approve by special resolution the proposed new certificate of incorporation of ProKidney Delaware, a copy of which is attached to the proxy statement/prospectus as Annex B, 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 of which is attached to the proxy statement/prospectus as Annex A (the “new charter proposal”). Approvals of both the domestication proposal and the new charter proposal are required to effect the domestication. The approval of each of the domestication proposal and the new charter proposal is conditioned upon the other proposal being approved.

ProKidney’s shareholders will be asked to consider and vote upon five separate non-binding, advisory proposals to approve material differences between the current second amended and restated memorandum and articles of association of ProKidney and the proposed new certificate of incorporation of ProKidney Delaware that will become effective at the effective time of the domestication.

This proxy statement/prospectus is dated April 28, 2025, and is first being mailed to ProKidney’s shareholders on or about April 28, 2025.

ProKidney’s shareholders will be asked to approve by ordinary resolution other proposals at the annual general meeting, including: (i) the election of three director nominees to our Board and (ii) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

ProKidney’s shareholders will be asked to approve by ordinary resolution the adjournment of the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the annual general meeting, the domestication proposal and the new charter proposal would not be duly approved and adopted by our shareholders.

The Board unanimously recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the annual general meeting. This proxy statement/prospectus provides you with detailed information about the domestication and other matters to be considered at the annual general meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 24 of this proxy statement/prospectus.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

We hope you will be able to attend the annual general meeting. Whether you plan to attend the annual general meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement/prospectus, you are urged to vote in accordance with the instructions set forth in the proxy statement/prospectus. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of ProKidney Corp.

This year’s annual general meeting (the “annual general meeting”) will be held on May 29, 2025 at 10:00 a.m., Eastern Time, physically at 399 Boylston Street, Ste. 350, Boston, MA 02116 and virtually via live webcast at www.virtualshareholdermeeting.com/PROK2025 or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. For purposes of attendance at the annual general meeting, all references in this proxy statement/prospectus to “present in person” or “in person” shall mean physically or virtually present at the annual general meeting. You will be able to attend the annual general meeting, vote and submit your questions during the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in the proxy card that you receive. For further information about the virtual annual general meeting, please see the section “Important Information About the Annual Meeting, Voting and the Domestication Proposal” beginning on page 3.

You may vote if you were the record owner of ProKidney Corp. Class A ordinary shares or Class B ordinary shares at the close of business on April 24, 2025. A list of shareholders of record will be available at the annual general meeting and, during the 10 days prior to the annual general meeting, at our principal executive offices located at 2000 Frontis Plaza Blvd, Suite 250, Winston-Salem, North Carolina 27103.

All shareholders are cordially invited to attend the annual general meeting. Whether you plan to attend the annual general meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the annual general meeting. If you participate in and vote your shares at the annual general meeting, your proxy will not be used.

This proxy statement/prospectus incorporates important business and financial information about ProKidney from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by sending a written request to: ProKidney Corp., Attn: Todd Girolamo, 2000 Frontis Plaza Blvd, Suite 250, Winston-Salem, North Carolina 27103.

If you would like to request any documents that are incorporated by reference into this proxy statement/prospectus, please do so at least five business days before the annual general meeting to be held on May 29, 2025, which is May 21, 2025, in order to receive them before the annual general meeting.

This proxy statement/prospectus, the Notice of 2025 Annual General Meeting of Shareholders, our form of proxy card and our 2024 annual report to shareholders are also available for viewing, printing and downloading at www.proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to shareholders by electronic delivery.

Additionally, you can find a copy of additional information and our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2024, on the website of the Securities and Exchange Commission (the “SEC”), at www.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at www.prokidney.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: ProKidney Corp., Attn: Todd Girolamo, 2000 Frontis Plaza Blvd, Suite 250, Winston-Salem, North Carolina 27103 or contact by telephone number at (336) 999-7019. Exhibits to the Annual Report on Form 10-K or any additional documents incorporated by reference into this proxy statement/prospectus will be provided upon written request and payment of an appropriate processing fee.

For more information, see “Where You Can Find More Information and Incorporation by Reference” beginning on page 97 of this proxy statement/prospectus.

This proxy statement/prospectus and the documents incorporated by reference herein include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included in this proxy statement/prospectus and the information incorporated by reference herein regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, potential results of our drug development efforts or trials, the effects of competition and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “seeks,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements may include, among other things, statements about:

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this proxy statement/prospectus and the information incorporated by reference herein, particularly in the “Risk Factors” sections of this proxy statement/prospectus and of our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference herein, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this proxy statement/prospectus and the information incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. Any forward-looking statement speaks only as of the date of this proxy statement/prospectus. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The board of directors (the “Board”) of ProKidney Corp., a Cayman Islands exempted company (“ProKidney,” the “Company,” “we,” “us” or “our”) is soliciting your proxy to vote at the 2025 annual general meeting of shareholders (the “annual general meeting”) to be held physically at 399 Boylston Street, Ste. 350, Boston, MA 02116 and virtually via live webcast at www.virtualshareholdermeeting.com/PROK2025, on May 29, 2025, at 10:00 a.m., Eastern Time and any adjournments or postponements of the meeting. This proxy statement/prospectus, along with the accompanying Notice of 2025 Annual General Meeting of Shareholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual general meeting.

We have made available to you on the Internet and have sent you this proxy statement/prospectus, the Notice of 2025 Annual General Meeting of Shareholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 because you owned ProKidney’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), or Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”, and together with the Class A ordinary shares, the “existing ordinary shares”) at the close of business on April 24, 2025 (the “record date”). We intend to commence distribution of proxy materials to shareholders on or about April 28, 2025.

We are seeking approval of the change of ProKidney’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication” and such proposal, the “domestication proposal”), as discussed in greater detail in the section entitled “Proposal No.1 The Domestication Proposal—Reasons for the Domestication.” Our Board believes that there are significant advantages to the domestication that will arise as a result of a change of domicile to Delaware and that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. Specifically, our Board believes that there are several reasons why a domestication from the Cayman Islands to Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance, (iii) the increased ability for Delaware corporations to attract and retain qualified directors, (iv) reduce the need for related party arrangements as required by global transfer pricing rules, and (v) the mitigation of certain tax inefficiencies that would result if ProKidney were to conduct a U.S. operating business as a foreign corporation, each of foregoing as discussed in greater detail in the section entitled “Proposal No.1 The Domestication Proposal—Reasons for the Domestication.”

To effect the domestication, upon approval of the domestication proposal and the new charter proposal (as defined below), ProKidney will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and fees, and will file the Proposed Charter (as defined below) and the certificate of corporate domestication (the “Certificate of Corporate Domestication”), a copy of which is attached to the proxy statement/prospectus as Annex D, with the Secretary of State of the State of Delaware, pursuant to which ProKidney will be domesticated and continue as a Delaware corporation (the post-domestication company, “ProKidney Delaware”).

The approval of the domestication proposal requires a special resolution under the Companies Act (as amended) of the Cayman Islands (the “Cayman Islands Companies Act”) and the Company’s second amended and restated memorandum and articles, being the affirmative vote of the holders of at least two-thirds of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy, entitled to vote at the annual general meeting and who vote at the annual general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the annual general meeting.

We conduct our operating business indirectly through ProKidney LP (“PKLP”), a limited partnership organized under the laws of Ireland of which we are a limited partner, and its subsidiaries. Certain restructuring transactions are also intended to occur around the time of the domestication as follows (such transactions, together with the domestication, the “Restructuring”): (i) prior to the domestication, PKLP will contribute substantially all of its assets to a newly formed subsidiary, ProKidney Holdings, LLC, a Delaware limited liability company (“ProKidney Holdings”), and PKLP will then make a liquidating distribution of its limited liability company interests in ProKidney Holdings to its partners, including the Company, (ii) assuming the domestication proposal and the new charter proposal (as defined below) are approved, the domestication will be consummated, and (iii) following the domestication, ProKidney a wholly owned subsidiary of ProKidney Holdings and a Cayman Islands exempted company (“ProKidney-KY”), will undergo a series of transactions to move its assets to Delaware, which is expected to be structured in the form of a reregistration of ProKidney-KY to a Cayman Islands limited liability company and then the domestication of such Cayman Islands limited liability company to Delaware as a Delaware limited liability company expected to be named ProKidney IPCo, LLC (“ProKidney IPCo”). As a result of the consummation of the domestication and the other transactions involved in the Restructuring, ProKidney Delaware and the other former limited partners of PKLP will be members of ProKidney Holdings, and ProKidney Holdings will own all of the subsidiaries that conduct our business, including ProKidney IPCo. ProKidney is not required to and is not seeking approval of the Restructuring, other than approval of the domestication proposal and approval of the new charter proposal.

ProKidney’s shareholders will be asked to approve by special resolution the alteration of ProKidney’s second amended and restated memorandum and articles of association, a copy of which is attached to the proxy statement/prospectus as Annex A (the “Existing Organizational Documents”), by replacing the Existing Organizational Documents with, and approving and adopting, the proposed new certificate of incorporation of ProKidney Delaware (the “Proposed Charter”), a copy of which is attached to the proxy statement/prospectus as Annex B, to be effective at the effective time of the domestication (the “new charter proposal”).

If the domestication proposal is approved and the new charter proposal is approved and the domestication is to be effected, the Existing Organizational Documents will be altered and replaced in full with the Proposed Charter and the proposed new bylaws of ProKidney Delaware, a copy of which is attached to the proxy statement/prospectus as Annex C (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) in full. The Proposed Organizational Documents will become the organizational documents of ProKidney Delaware at the effective time of the domestication, in each case, under the General Corporation Law of the State of Delaware (the “DGCL”). The approvals of both the domestication proposal and the new charter proposal are required to effect the domestication. Each of the domestication proposal and the new charter proposal is conditioned upon the approval of the other proposal to effect the domestication. ProKidney’s shareholders are being asked to consider and vote upon five separate advisory and non-binding proposals (collectively, the “advisory charter proposals”) with respect to the material differences between the Existing Organizational Documents and the Proposed Charter that will become effective at the effective time of the domestication in the following respects:

At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, (i) each Class A ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of Class A common stock, par value $0.0001 per share, of ProKidney Delaware (the “Class A common stock”), and (ii) each Class B ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of Class B common stock, par value $0.0001 per share, of ProKidney Delaware (the “Class B common stock,” and together with the Class A common stock, the “common stock”).

No. ProKidney shareholders do not have appraisal rights in connection with the domestication under the Cayman Islands Companies Act or under the DGCL.

As discussed more fully under “Material U.S. Federal Income Tax Considerations” below, we believe the domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the domestication so qualifies, and subject to the discussion of the “passive foreign investment company” (“PFIC”) rules below, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) will be subject to Section 367(b) of the Code.

ProKidney does not expect that its cumulative earnings and profits will be greater than zero at the time of the domestication. As a result, as discussed in further detail under “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of Section 367 to U.S. Holders,” a U.S. Holder of ProKidney Class A ordinary shares will generally not have any gain or loss to recognize, provided, in the case of certain U.S. Holders whose Class A ordinary shares have a fair market value of $50,000 or more, such U.S. Holder either (i) is required to, or (ii) can file an election to, include in income the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367) attributable to its ProKidney Class A ordinary shares, which amount is expected to be zero, and provided certain other requirements are satisfied.

As discussed further under “Material U.S. Federal Income Tax Considerations” below, ProKidney believes that it is likely (and likely has been) treated as a PFIC for U.S. federal income tax purposes. Even if the domestication qualifies as a “reorganization” under Section 368(a)(1)(F) of the Code, a U.S. Holder of ProKidney Class A ordinary shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Class A ordinary shares for common shares of ProKidney Delaware pursuant to the domestication under the PFIC rules of the Code. In the event that ProKidney is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the domestication unless the U.S. Holder makes (or has made) certain elections (including, for example, a QEF election) discussed further under “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.” The tax on any such gain so recognized would be imposed at the rate

applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the domestication, see “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations”. Each U.S. Holder of ProKidney Class A ordinary shares is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of ProKidney Class A ordinary shares for ProKidney Delaware Class A common stock pursuant to the domestication.

Additionally, the domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s ProKidney common stock subsequent to the domestication. ProKidney does not expect to make any dividend distributions to its shareholders in the near future.

The tax consequences of the domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the domestication, see “Material U.S. Federal Income Tax Considerations”.

The live audio webcast of the annual general meeting will begin promptly at 10:00 a.m., Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the annual general meeting to allow time for you to log-in and test your device’s audio system. The annual general meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection wherever you intend to participate virtually in the annual general meeting. You should also allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the annual general meeting.

Log-in Instructions. To be admitted to the annual general meeting virtually, you will need to log-in at www.virtualshareholdermeeting.com/PROK2025 using the 16-digit control number found on the proxy card or voting instruction card previously mailed or made available to shareholders entitled to vote at the annual general meeting.

Shareholders who choose to attend the annual general meeting virtually may submit questions for the annual general meeting after logging in. If such shareholders wish to submit a question, they may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/PROK2025, typing their question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the meeting.

Appropriate questions related to the business of the annual general meeting (the proposals being voted on) will be answered during the annual general meeting, subject to time constraints. Any such questions that cannot be answered during the annual general meeting due to time constraints will be posted and answered at https://investors.prokidney.com/ as soon as practical after the annual general meeting. Additional information regarding the ability of shareholders to ask questions during the annual general meeting, related to rules of conduct and other materials for the annual general meeting will be available at https://investors.prokidney.com/.

If you encounter any difficulties accessing the annual general meeting during the check-in or meeting time, please call the technical support number that will be posted on the meeting log-in page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the annual general meeting through its conclusion. Additional information regarding matters addressing technical and logistical issues, including technical support during the annual general meeting, will be available on the meeting website.

Only holders of record of our Class A ordinary shares or Class B ordinary shares at the close of business on April 24, 2025 will be entitled to vote at the annual general meeting. On this record date, there were 129,536,121 Class A ordinary shares and 163,166,903 Class B ordinary shares outstanding and entitled to vote.

If on April 24, 2025 your ordinary shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust, then you are a shareholder of record.

If on April 24, 2025 your ordinary shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice of 2025 Annual General Meeting of Shareholders is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the annual general meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual general meeting. However, since you are not the shareholder of record, you may not vote your shares at the annual general meeting unless you request and obtain a valid proxy from your broker or other agent.

You do not need to attend the annual general meeting to vote your shares. Shares represented by valid proxies, received in time for the annual general meeting and not revoked prior to the annual general meeting, will be voted at the annual general meeting. For instructions on how to change or revoke your proxy, see “May I change or revoke my proxy?” below.

Each Class A ordinary share or Class B ordinary share that you own entitles you to one vote.

Whether you plan to attend the annual general meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual general meeting.

If your shares are registered directly in your name through our transfer agent, Continental Stock Transfer & Trust, or you have share certificates registered in your name, you may vote:

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 28, 2025.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to shareholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual general meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual general meeting in order to vote.

At the annual general meeting, shareholders will be asked to vote:

The Board unanimously recommends that you vote as follows:

If any other matter is presented at the annual general meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with the proxy holder’s best judgment. At the time this proxy statement/prospectus was first made available, we knew of no matters that needed to be acted on at the annual general meeting, other than those discussed in this proxy statement/prospectus.

If you give us your proxy, you may change or revoke it at any time before the annual general meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

You may receive more than one proxy card if you hold our Class A or Class B ordinary shares in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How do I vote?” for each account to ensure that all of your shares are voted.

If your shares are registered in your name or if you have share certificates, they will not be counted if you do not vote as described above under “How do I vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of independent registered public accounting firm proposal without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual general meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the domestication proposal, new charter proposal, the advisory charter proposals, the election of directors proposal and the adjournment proposal.

The preliminary voting results will be announced at the annual general meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual general meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

The presence, in person or by proxy, of the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the annual general meeting is necessary to constitute a quorum at the annual general meeting. Votes of shareholders of record who are present at the annual general meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

We are pleased to offer two options for our 2025 annual general meeting: (1) viewing a live Webcast at www.virtualshareholdermeeting.com/PROK2025 or (2) attending in person. The annual general meeting will be held at 10:00 a.m., Eastern Time on May 29, 2025 at 399 Boylston Street, Ste. 350, Boston, MA 02116. When you arrive at the meeting, signs will direct you to the appropriate meeting rooms. If you choose to view the Webcast, go to www.virtualshareholdermeeting.com/PROK2025 shortly before the meeting time, and follow the instructions for attending the Webcast. If you miss the annual general meeting, you can view a replay of the Webcast at www.proxyvote.com until June 29, 2025. You need not attend the annual general meeting in order to vote.

Some brokers or other nominee record holders may be sending you a single set of our proxy materials if multiple ProKidney’s shareholders live in your household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from your broker or other nominee record holder that it will be “householding” our proxy materials, the practice will continue until you are otherwise notified or until you notify them that you no longer want to participate in the practice. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

We will promptly deliver a separate copy of our proxy materials to you if you write or call our corporate secretary at: 2000 Frontis Plaza Blvd, Suite 250, Winston-Salem, North Carolina 27103 or (336) 999-7019. If you want to receive your own set of our proxy materials in the future or, if you share an address with another shareholder and together both of you would like to receive only a single set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number.

Most shareholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save us the cost of producing and mailing these documents by:

Shareholders should carefully consider the following risk factors, together with all of the other information included and incorporated by reference in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of ProKidney Delaware and could adversely affect the trading price of its common stock.

Currently, your rights as a shareholder of ProKidney arise under the laws of the Cayman Islands, as well as the Existing Organizational Documents. At the effective time of the domestication, your rights as a shareholder of ProKidney Delaware will arise under Delaware law, as well as the Proposed Organizational Documents. The Proposed Organizational Documents and Delaware law contain provisions that differ in certain material respects from those in our Existing Organizational Documents and Cayman Islands law and, therefore, some of your rights as a shareholder will change. For a description of your rights following the domestication and how they may differ from your current rights, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.” We also urge shareholders to carefully consult the information set forth in the section entitled “Proposal No. 3 Advisory Charter Proposals,” the Existing Organizational Documents of ProKidney, attached hereto as Annex A, and the Proposed Organizational Documents of ProKidney Delaware, attached hereto as Annexes B and C.

We are incorporated in the Cayman Islands, while our principal offices, management and board members are located in the United States. If the domestication proposal and new charter proposal are approved, we will begin proceedings in the Cayman Islands to domesticate to the State of Delaware in the United States, while maintaining our Nasdaq listing. Such domestication may require a significant amount of time, cost and focus from management and other employees, which may divert attention from our research and clinical activities. If any domestication activities we undertake in the future fail to achieve some or all of the expected benefits therefrom, our business, results of operations and financial condition could be materially and adversely affected. In addition, the domestication of the company is subject to all corporate approvals, including an approval of our shareholders pursuant to this proxy statement/prospectus, and such domestication may result in certain shareholders recognizing taxable income in the jurisdiction in which such shareholders are tax residents or in, in certain cases, in which their members or partners are resident. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of the company after the domestication. If the plan to domesticate the company is adopted and executed, we do not intend to make any cash distributions to shareholders to pay such taxes.

Both the Existing Organizational Documents and Proposed Organizational Documents contain anti-takeover provisions that may have the effect of delaying or preventing a change in control or changes in our management. The Proposed Organizational Documents, which will be effective at the effective time of the domestication, include the following anti-takeover provisions:

For a comparison of how these provisions may differ from your current rights, please see “Comparison of Corporate Governance and Shareholder Rights.”

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of ProKidney Delaware’s board of directors, which is responsible for appointing the members of our management, and may discourage, delay or prevent a transaction involving a change in control of ProKidney Delaware that is in the best interest of our minority shareholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if shareholders view them as discouraging future takeover attempts.

In addition, following the domestication, we will be subject to provisions of Delaware law, including Section 203 of the DGCL, which prohibits “business combinations” (as such term is defined in Section 203 of the DGCL) by a corporation or certain of its subsidiaries with an “interested stockholder” (as such term is defined in Section 203 of the DGCL) for a period of three years after the person or entity becomes an interested stockholder, subject to certain exceptions therein. Given existing commercial relationships as disclosed in “Certain Relationships and Related Person Transactions”, in connection with the domestication, the Board intends to adopt a resolution approving as an “interested stockholder” one or more existing stockholders, together with their affiliates or associates, effective upon the effective time of the domestication for purposes of Section 203 of the DGCL.

The Proposed Charter, which would become effective at effectiveness of the domestication, provides that unless ProKidney Delaware consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), be the sole and exclusive forum for certain disputes, including: (A) any derivative action or proceeding brought on behalf of ProKidney Delaware; (B) any action or proceeding (including any class action) asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of ProKidney Delaware to ProKidney Delaware or its stockholders; (C) any action or proceeding (including any class action) asserting a claim against ProKidney Delaware or any current or former director, officer or other employee of ProKidney Delaware arising out of or pursuant to any provision of the DGCL or the Proposed Organizational Documents (as each may be amended from time to time); (D) any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of the Proposed Organizational Documents (including any right, obligation or remedy thereunder); (E) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and/or (F) any action or claim against ProKidney Delaware or any current or former director, officer or other employee of ProKidney Delaware governed by the internal affairs doctrine or an “internal corporate claim” as defined in Section 115 of the DGCL, in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. This exclusive forum provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers.

U.S. Holders are subject to Section 367 of the Code, which, depending on certain ownership thresholds, require (or permit pursuant to an election) the recognition of the “all earnings and profits amount” (as defined in the Treasury regulations) attributable to the ProKidney Class A ordinary shares held directly by such holder. ProKidney does not expect that its cumulative earnings and profits will be greater than zero at the time of the

domestication. As a result, as discussed in further detail under “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of Section 367 to U.S. Holders,” and subject to the discussion below concerning PFICs, a U.S. Holder of ProKidney Class A ordinary shares will generally not have any gain or loss to recognize, provided, in the case of certain U.S. Holders whose Class A ordinary shares have a fair market value of $50,000 or more, such U.S. Holder either (i) is required to, or (ii) can file an election to, include in income the “all earnings and profits amount” attributable to its ProKidney Class A ordinary shares, which amount is expected to be zero, and provided certain other requirements are satisfied.

Additionally, the domestication may cause non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s ProKidney Class A common stock subsequent to the domestication. ProKidney does not expect to make any dividend distributions to its shareholders in the near future.

YOU SHOULD CONSULT YOUR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION.

As discussed further under “Material U.S. Federal Income Tax Considerations” below, ProKidney believes that it is likely (and likely has been) a PFIC for U.S. federal income tax purposes. In the event that ProKidney is (or in some cases has been) treated as a PFIC, notwithstanding the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the exchange of ProKidney Class A ordinary shares for the Class A common stock of the Delaware corporation pursuant to the domestication unless the U.S. Holder makes (or has made) certain elections (including, for example, a QEF election) discussed further under “Material U.S. Federal Income Tax Considerations—U.S. Holders—Effects of Section 367 on U.S. Holders.” The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. It is difficult to predict whether such proposed regulations will be finalized and whether, in what form, and with what effective date, other final Treasury Regulations under Section 1291(f) of the Code will be adopted. Each U.S. Holder of ProKidney Class A ordinary shares is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of ProKidney Class A ordinary shares for ProKidney common stock pursuant to the domestication. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this proxy statement/prospectus captioned “Material U.S. Federal Income Tax Considerations—U.S. Holders—PFIC Considerations.”

ProKidney’s Class B shareholders, including certain of our directors and officers, may have potential interests in and arising from the domestication that are different from or in addition to the interests of ProKidney’s public shareholders because they are parties to the Tax Receivable Agreement. Pursuant to the Tax Receivable Agreement, among other things, ProKidney is required to pay holders of common units of PKLP and ProKidney Class B ordinary shares 85% of certain tax savings recognized by ProKidney, if any, as a result of the increases in tax basis attributable to exchanges by such holders of common units of PKLP and the Class B ordinary shares for the Class A ordinary shares or, subject to certain restrictions, cash, pursuant to the Exchange Agreement and certain other tax attributes of PKLP and tax benefits related to entering into the Tax Receivable Agreement. After the domestication and the related Restructuring, ProKidney Delaware will succeed to the aforementioned obligations of ProKidney under the Tax Receivable Agreement to pay holders of common units of ProKidney Holdings and Class B common stock of ProKidney Delaware 85% of certain tax savings recognized by ProKidney Delaware, if any, pursuant to the Tax Receivable Agreement attributable to exchanges of common units of ProKidney Holdings for Class A common stock of ProKidney Delaware.

These payment obligations under the Tax Receivable Agreement could have been greater or lesser than what they might have been had ProKidney determined to migrate to a jurisdiction other than the United States. The

amount and timing of any payments under the Tax Receivable Agreement are highly speculative and remain dependent upon a number of factors, including the timing of exchanges, the market price of the Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of ProKidney Holdings’ income. Many of the factors that will determine the amount of payments that ProKidney Delaware will make under the Tax Receivable Agreement remain outside of ProKidney Delaware’s control. Because ProKidney Holdings does not expect to generate significant operating revenues in the near future, if at all, ProKidney Delaware’s payment obligations under the Tax Receivable Agreement in the near future, if any, are not expected to be material.

We expect to incur significant transaction costs in connection with the domestication and related transactions. Our Board may decide to defer or abandon the domestication at any time prior to the completion of the domestication. The substantial majority of these costs will be incurred regardless of whether the domestication is completed and prior to your vote to adopt the domestication resolution at the annual general meeting.

In considering the recommendation of the Board with respect to the domestication proposal and the new charter proposal, you should be aware that ProKidney’s Class B shareholders, including certain of our directors and officers, may have potential interests in and arising from the domestication that are different from or in addition to the interests of ProKidney’s public shareholders because they are parties to the Tax Receivable Agreement. Under the Tax Receivable Agreement, ProKidney is required to pay holders of common units of PKLP and ProKidney Class B ordinary shares 85% of certain tax savings recognized by ProKidney, if any, as a result of the increases in tax basis attributable to exchanges by such holders of common units of PKLP and ProKidney’s Class B ordinary shares for Class A ordinary shares or, subject to certain restrictions, cash, pursuant to the Exchange Agreement and certain other tax attributes of PKLP and tax benefits related to entering into the Tax Receivable Agreement. After the domestication and the related Restructuring, ProKidney Delaware will succeed to the aforementioned obligations of ProKidney under the Tax Receivable Agreement to pay holders of common units of ProKidney Holdings and Class B common stock of ProKidney Delaware 85% of certain tax savings recognized by ProKidney Delaware, if any, pursuant to the Tax Receivable Agreement attributable to exchanges of common units of ProKidney Holdings for Class A common stock of ProKidney Delaware.

These payment obligations under the Tax Receivable Agreement could have been greater or lesser than what they might have been had ProKidney determined to migrate to a jurisdiction other than the United States. The amount and timing of any payments under the Tax Receivable Agreement remains highly speculative and dependent upon a number of factors, including the timing of exchanges, the market price of the Class A ordinary share at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of ProKidney Holdings’ income. Many of the factors that will determine the amount of payments that ProKidney Delaware will make under the Tax Receivable Agreement remain outside of ProKidney Delaware’s control. Because ProKidney Holdings does not expect to generate significant operating revenues in the near future, if at all, ProKidney Delaware’s payment obligations under the Tax Receivable Agreement in the near future, if any, are not expected to be material.

THE BOARD WAS AWARE OF THESE INTERESTS AND CONSIDERED THEM, AMONG OTHER MATTERS, IN REACHING THE DETERMINATION THAT THE DOMESTICATION PROPOSAL AND THE NEW CHARTER PROPOSAL ARE FAIR, ADVISABLE AND IN THE BEST INTERESTS OF PROKIDNEY AND ITS SHAREHOLDERS AND IN MAKING THEIR RECOMMENDATIONS REGARDING APPROVAL OF THE DOMESTICATION PROPOSAL AND THE NEW CHARTER PROPOSAL. IN ADDITION TO THE DOMESTICATION PROPOSAL BEING APPROVED BY THE FULL BOARD, THE DIRECTORS OF THE BOARD WHO DO NOT OWN CLASS B ORDINARY SHARES ALSO APPROVED THE DOMESTICATION PROPOSAL.

As discussed in this proxy statement/prospectus, we are asking our shareholders to approve the domestication proposal. Each of (i) the full Board of ProKidney and (ii) the directors of the Board who do not own Class B ordinary shares unanimously approved and recommended that shareholders approve a change of our jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and domesticating and continuing as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, upon approval of the domestication proposal and the new charter proposal, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents and fees, and file the Proposed Charter and a Certificate of Corporate Domestication with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation. At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, (i) each Class A ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of Class A common stock, and (ii) each Class B ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of Class B common stock.

The domestication proposal together with the new charter proposal, if approved, will approve a change of our jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while we are currently governed by the Cayman Islands Companies Act, upon effectiveness of the domestication, ProKidney Delaware will be governed by the DGCL. We urge shareholders to carefully consult the information set out below under “Comparison of Corporate Governance and Shareholder Rights.” Additionally, in connection with the domestication proposal, we are asking ProKidney’s shareholders to approve (i) the new charter proposal (with the approval of the domestication proposal being conditioned upon the new charter proposal also being approved) and (ii) the five non-binding, advisory charter proposals (with the approval of the domestication proposal or the new charter proposal not being conditioned upon any of the non-binding, advisory charter proposals being approved). We urge shareholders to carefully consult the information provided in the advisory charter proposals, the Existing Organizational Documents, attached hereto as Annex A, and the Proposed Organizational Documents of ProKidney Delaware, forms of which are attached hereto as Annexes B and C.

We conduct our operating business indirectly through PKLP, a limited partnership organized under the laws of Ireland of which we are a limited partner, and its subsidiaries. Certain Restructuring transactions are also intended to occur around the time of the domestication as follows: (i) prior to the domestication, PKLP will contribute substantially all of its assets to a newly formed subsidiary, ProKidney Holdings, and PKLP will then make a liquidating distribution of its limited liability company interests in ProKidney Holdings to its partners, including the Company, (ii) assuming the domestication proposal and the new charter proposal are approved, the domestication will be consummated, and (iii) following the domestication, ProKidney-KY will undergo a series of transactions to move its assets to Delaware, which is expected to be structured in the form of a reregistration of ProKidney-KY to a Cayman Islands limited liability company and then the domestication of such Cayman Islands limited liability company to Delaware as a limited liability company expected to be named ProKidney IPCo, LLC. As a result of the consummation of the domestication and the other transactions involved in the Restructuring, ProKidney Delaware and the other former limited partners of PKLP will be members of ProKidney Holdings, and ProKidney Holdings will own all of the subsidiaries that conduct our business, including ProKidney IPCo. ProKidney is not required to and is not seeking approval of the Restructuring, other than approval of the domestication proposal and approval of the new charter proposal.

Our Board believes that there are significant advantages to ProKidney Delaware that will arise as a result of a change of domicile to Delaware. Further, our Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. Our Board believes that there are several reasons why a domestication from the Cayman Islands to Delaware is in the best interests of us and our shareholders.

As explained in more detail below, our reasons for the domestication can be summarized as follows:

Prominence, Predictability, and Flexibility of Delaware Law. For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours. Based on publicly available data, over half of publicly-traded corporations in the United States and approximately two thirds of all Fortune 500 companies are incorporated in Delaware.

Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a corporation’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. Such clarity would be advantageous to ProKidney Delaware, its Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for shareholders of ProKidney Delaware from possible abuses by directors and officers. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to corporate legal affairs of ProKidney Delaware.

Increased Ability to Attract and Retain Qualified Directors. Domestication from the Cayman Islands to Delaware is attractive to directors, officers, and shareholders alike. ProKidney Delaware’s incorporation in Delaware may make ProKidney Delaware more attractive to future candidates for our Board, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws—especially those relating to director indemnification (as discussed below)—draw such qualified candidates to Delaware corporations. Our Board therefore believes that providing the benefits afforded directors by Delaware law will enable ProKidney Delaware to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our shareholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a corporation’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable ProKidney Delaware to compete more effectively with other public companies in attracting and retaining new directors.

Cost Reduction. The domestication enables ProKidney to avoid certain cost inefficiencies that would result if ProKidney were to conduct an operating business in the United States as a foreign corporation, including maintaining transfer pricing intercompany and related party arrangements, and compliance for a multijurisdictional cross-border structure.

Taxes. ProKidney can mitigate certain tax inefficiencies that would result if ProKidney were to conduct an operating business in the United States as a foreign corporation.

We do not believe that there will be a material accounting effect or change in the carrying amount of the consolidated assets and liabilities of ProKidney as a result of domestication. The business, capitalization, assets and liabilities and financial statements of ProKidney Delaware immediately following the domestication will be the same as those of ours immediately prior to the domestication.

A special resolution, being the affirmative vote of the holders of at least two-thirds of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy, entitled to vote thereon, and who vote at the annual general meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the domestication proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the domestication proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

The domestication proposal is conditioned on the approval and adoption of the new charter proposal.

“RESOLVED, as a Special Resolution that pursuant to the power contained in Article 49 of the Company’s second amended and restated articles and memorandum of association, the domestication of ProKidney Corp., being the registration by way of domestication and continuation as a body corporate under the laws of the State of Delaware and deregistration in the Cayman Islands, be approved, and ProKidney Corp. be authorized to file the Proposed Charter and a Certificate of Corporate Domestication with the Secretary of State of the State of Delaware to domesticate and continue as a corporation in the State of Delaware, pursuant to Sections 206 and 207 of the Companies Act (as amended) of the Cayman Islands and section 388 of the Delaware General Corporation Law.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

One or more of the directors might be deemed to have potential interests in and arising from the domestication that are different from or in addition to the interests of ProKidney and its public shareholders. See the section entitled “Interests of Certain Persons in the Domestication” for a further discussion of these considerations.

If the domestication proposal and the new charter proposal are approved, ProKidney will domesticate to the State of Delaware and in connection therewith alter its Existing Organizational Documents under the Cayman Islands Companies Act by replacing them in full with the Proposed Charter and Proposed Bylaws of ProKidney Delaware, in each case, under the DGCL. The domestication proposal is conditioned on the approval and adoption of the Proposed Charter being requested pursuant to this new charter proposal.

The Board’s specific reasons for the new charter proposal and each of the advisory charter proposals (each of which are included in the Proposed Charter) are set forth in the section “Proposal No. 3 Advisory Charter Proposals.”

A special resolution, being the affirmative vote of the holders of at least two-thirds of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy, entitled to vote thereon, and who vote at the annual general meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the new charter proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the new charter proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

The new charter proposal is conditioned on the approval and adoption of the domestication proposal.

“RESOLVED, as a special resolution, that the proposed alterations to the existing second amended and restated memorandum and articles of association of ProKidney Corp. (the “Articles”) be and are hereby approved and the Articles be replaced in their entirety with, and the shareholders hereby approve and adopt, the certificate of incorporation of ProKidney Corp., a copy of which is attached to the proxy statement/prospectus as Annex B, effective at the effective time of the domestication.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NEW CHARTER PROPOSAL.

One or more of the directors might be deemed to have potential interests in and arising from the domestication that are different from or in addition to the interests of ProKidney and its public shareholders. See the section entitled “Interests of Certain Persons in the Domestication” for a further discussion of these considerations.

If the domestication proposal and the new charter proposal are approved, ProKidney will domesticate to the State of Delaware and in connection therewith alter its Existing Organizational Documents under the Cayman Islands Companies Act by replacing in full with the Proposed Charter and Proposed Bylaws of ProKidney Delaware, in each case, under the DGCL. ProKidney’s shareholders are being asked to consider and vote to approve by non-binding, advisory resolution five separate proposals to approve, effective upon the effectiveness of the domestication, the following material differences between the Existing Organizational Documents and the Proposed Charter that will become effective at the effective time of the domestication:

ProKidney’s shareholders are being asked to approve the advisory charter proposal A, which would, upon the effective time of the domestication, (i) adopt the state and federal courts in the State of Delaware, as applicable, as the exclusive forum for certain stockholder litigation (as more fully set forth in the Proposed Charter), and (ii) renounce, in the Proposed Charter, any interest or expectancy of ProKidney Delaware in, or in being offered an opportunity to participate in, certain corporate opportunities, subject to certain exceptions.

Adopting the state and federal courts in the State of Delaware, as applicable, as the exclusive forum for certain stockholder litigation is intended to assist us in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims.

Our Board believes that renouncing, in the Proposed Charter, any interest or expectancy of ProKidney Delaware in, or in being offered an opportunity to participate in, certain corporate opportunities (subject to certain exceptions) is essential to our ability to retain and attract qualified officer and directors. We expect that qualified officers and directors would likely engage in business activities outside of ProKidney Delaware and would anticipate that such outside experience would be beneficial to any such officer’s or director’s service for and management of ProKidney Delaware. Our Board believes that without such a renunciation, qualified officers and directors could be dissuaded from serving for ProKidney Delaware if they are concerned that their employment or directorship could foreclose them from, or expose them to potential liability for, pursuing commercial opportunities in their individual capacity (including in connection with other entities unrelated to ProKidney Delaware and its affiliates).

This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the Proposed Charter in its entirety for a more complete description of its terms.

A non-binding, advisory ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting is required to approve the advisory charter proposal A. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory charter proposal A. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the advisory charter proposal A. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting. We are not required to obtain the approval of our shareholders to individually approve each of the advisory charter proposals. Accordingly, regardless of the outcome of the non-binding advisory vote, ProKidney intends that the Proposed Charter in the form set forth on Annex B will take effect at the effective time of the domestication, assuming adoption of the domestication proposal and the new charter proposal.

“RESOLVED, as a non-binding, advisory ordinary resolution, that (i) adopting the state and federal courts in the State of Delaware, as applicable as the exclusive forum for certain stockholder litigation (as more fully set forth in the Proposed Charter), and (ii) renouncing, in the Proposed Charter, any interest or expectancy of ProKidney Delaware in, or in being offered an opportunity to participate in, certain corporate opportunities, subject to certain exceptions, be approved.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ADVISORY CHARTER PROPOSAL A.

ProKidney’s shareholders are being asked to approve the advisory charter proposal B, which would, upon the effective time of the domestication, allow further increases or decrease to the number of authorized shares of common stock or preferred stock need not be subject to a class-specific vote pursuant to Section 242(b)(2) of DGCL.

The purpose of the advisory charter proposal B is to provide ProKidney Delaware with the flexibility to increase or decrease the number of authorized shares of common stock or preferred stock without the need to obtain class-specific approvals, as permitted by Section 242(b)(2) of the DGCL. Our Board has determined that it would be in ProKidney Delaware’s best interests and in the best interests of its stockholders to allow the number of authorized shares of common stock or preferred stock to be increased or decreased by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the Proposed Charter in its entirety for a more complete description of its terms.

A non-binding, advisory ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting is required to approve the advisory charter proposal B. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory charter proposal B. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the advisory charter proposal B. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting. We are not required to obtain the approval of our shareholders to individually approve each of the advisory charter proposals. Accordingly, regardless of the outcome of the non-binding advisory vote, ProKidney intends that the Proposed Charter in the form set forth on Annex B will take effect at the effective time of the domestication, assuming adoption of the domestication proposal and the new charter proposal.

“RESOLVED, as non-binding, advisory ordinary resolution, that allowing further increases or decrease to the number of authorized shares of common stock or preferred stock not to be subject to a class-specific vote pursuant to Section 242(b)(2) of DGCL be approved.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ADVISORY CHARTER PROPOSAL B.

ProKidney’s shareholders are being asked to approve the advisory charter proposal C, which, upon the effective time of the domestication, removes the ability of shareholders to act by written resolution in lieu of a meeting, subject to certain exceptions.

The Existing Organizational Documents currently provide that ordinary resolutions and special resolutions may be passed by unanimous written resolution of ProKidney’s shareholders. If advisory charter proposal C is approved, subject to the rights of the holders of Class B common stock (as defined in our Proposed Charter) and the holders of one or more series of preferred stock, shareholders will not have the ability to act by written resolution in lieu of a meeting of stockholders, and all actions required or permitted to be taken by the shareholders of ProKidney Delaware (subject to the exceptions referenced above) must be effected at a duly convened special meeting or annual meeting of stockholders of ProKidney Delaware.

ProKidney Delaware’s shareholders will have the ability to propose items of business (subject to the restrictions set forth in the Proposed Organizational Documents) at duly convened shareholder meetings. This advisory charter proposal C does not foreclose that right, but does limit shareholders’ ability to take such and other actions by consent (subject to the rights of the holders of Class B common stock and the holders of one or more series of preferred stock to act by written resolution in accordance with the terms of the Proposed Charter). Eliminating the right of shareholders to act by written resolution limits the circumstances under which shareholders can act on their own initiative to remove directors in accordance with Delaware law and the Proposed Charter, or alter or amend ProKidney Delaware’s organizational documents outside of a duly called special or annual meeting of the shareholders of ProKidney Delaware. Further, our Board believes continuing to limit shareholders’ ability to act by written resolution in lieu of a meeting (subject to the permitted exceptions) will reduce the time and effort our Board and management would need to devote to such shareholder action by written resolution, which time and effort could distract our directors and management from other important business.

In addition, the elimination of the shareholders’ ability to act by written resolution (subject to certain exceptions) may have certain anti-takeover effects by forcing a potential acquirer to take control of the Board only at a duly called special or annual meeting. However, this advisory charter proposal C is not in response to any effort of which we are aware to obtain control of ProKidney. Further, the Board does not believe that the effects of the elimination of shareholder action by written resolution will create a significant impediment to a tender offer or other effort to take control of ProKidney. Inclusion of these provisions in the Proposed Charter might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the Board and thereby help protect shareholders from the use of abusive and coercive takeover tactics.

This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the Proposed Charter in its entirety for a more complete description of its terms.

A non-binding, advisory ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting is required to approve the advisory charter proposal C. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory charter proposal C. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the advisory charter proposal C. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting. We are not required to obtain the approval of our shareholders to individually approve each of the advisory charter proposals. Accordingly, regardless of the outcome of the non-binding advisory vote, ProKidney intends that the Proposed Charter in the form set forth on Annex B will take effect at the effective time of the domestication, assuming adoption of the domestication proposal and the new charter proposal.

“RESOLVED, as a non-binding, advisory ordinary resolution, that removal of the ability of shareholders to act by written resolution in lieu of a meeting, subject to certain exceptions in the Proposed Charter, be approved.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ADVISORY CHARTER PROPOSAL C.

ProKidney’s shareholders are being asked to approve the advisory charter proposal D an advisory vote on the amendment to approve the change in the authorized share capital of ProKidney US$100,500 divided into 500,000,000 Class A ordinary shares of par value $0.0001 per share, 500,000,000 Class B ordinary shares of par value $0.0001 per share and 5,000,000 preference shares of par value $0.0001 per share, to 1,250,000,000 shares of ProKidney Delaware consisting of 700,000,000 shares of Class A common stock, par value $0.0001 per share, 500,000,000 shares of Class B common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.0001 per share.

As of the date of the record date for the annual general meeting, there are (i) 129,536,121 ProKidney Class A ordinary shares issued and outstanding and (ii) 163,166,903 ProKidney Class B ordinary shares issued and outstanding. At the effective time of the domestication, by virtue of the domestication and without any further action on the part of any holder thereof, (i) each Class A ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of Class A common stock, and (ii) each Class B ordinary share issued and outstanding immediately prior to the effective time of the domestication will be automatically converted into one (1) share of Class B common stock.

In order to ensure that ProKidney Delaware has sufficient authorized shares of capital stock for future issuances, the Proposed Charter of ProKidney Delaware changes the authorized share capital of ProKidney from US$100,500 divided into 500,000,000 Class A ordinary shares of par value $0.0001 per share, 500,000,000 Class B ordinary shares of par value $0.0001 per share and 5,000,000 preference shares of par value $0.0001 per share, to 1,250,000,000 shares of ProKidney Delaware consisting of 700,000,000 shares of Class A common stock, par value $0.0001 per share, 500,000,000 shares of Class B common stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock. See the section entitled “Description of Securities” for a further discussion of our capital stock, par value $0.0001 per share.

This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the Proposed Charter in its entirety for a more complete description of its terms.

As of April 24, 2025, ProKidney had 500,000,000 authorized Class A ordinary shares, with 129,536,121 Class A ordinary shares outstanding and 57,155,862 shares of Class A ordinary shares either underlying awards outstanding or still available for grant under the Company’s equity incentive plan and 774,634 shares of Class A ordinary shares reserved for exchange of the Paired Interests (as defined below).

The principal purpose of this proposal is to provide for an authorized capital structure of ProKidney Delaware that will enable it to continue as an operating company governed by the DGCL. Our Board believes that it is important for ProKidney Delaware to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support our growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). The additional 200 million authorized shares of Class A common stock contemplated by the advisory charter proposal D is important to ProKidney Delaware in order for additional shares of Class A common stock to be available for issuance from time to time, without further action or authorization by ProKidney Delaware’s stockholders (except as required by applicable law or Nasdaq rules).

Other than the issuance of shares of Class A common stock available for grant under the Company’s equity incentive plan and reserved for exchange of the Paired Interests, ProKidney Delaware has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of Class A common stock that will result from ProKidney Delaware’s adoption of the advisory charter proposal D. While adoption of the Proposed Charter would not have any immediate dilutive effect on the proportionate voting power or other rights of ProKidney’s existing holders of Class A ordinary shares, any future issuance of additional authorized shares of Class A common stock may, among other things, dilute the earnings per share of the Class A common stock and the equity and voting rights of those holding Class A common stock at the time the additional shares are issued.

In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of Class A common stock may make it more difficult to, or discourage an attempt to, obtain control of ProKidney Delaware by means of a takeover bid that the Board determines is not in the best interest of ProKidney Delaware and its stockholders. However, the Board does not intend or view the proposed increase in the number of authorized shares of Class A common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of ProKidney Delaware.

A non-binding, advisory ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting is required to approve the advisory charter proposal D. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory charter proposal D. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the advisory charter proposal D. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting. We are not required to obtain the approval of our shareholders to individually approve each of the advisory charter proposals. Accordingly, regardless of the outcome of the non-binding advisory vote, ProKidney intends that the Proposed Charter in the form set forth on Annex B will take effect at the effective time of the domestication, assuming adoption of the domestication proposal and the new charter proposal.

“RESOLVED, as a non-binding, advisory ordinary resolution, that the change in the authorized share capital of ProKidney Corp. from US$100,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each, 500,000,000 Class B ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each, to 1,250,000,000 shares of ProKidney Delaware consisting of 700,000,000 shares of Class A common stock, par value of $0.0001 per share, 500,000,000 shares of Class B common stock, par value of $0.0001 per share and 50,000,000 shares of preferred stock, par value of $0.0001 per share, in connection with the domestication as reflected in the Proposed Charter, be approved.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ADVISORY CHARTER PROPOSAL D.

ProKidney’s shareholders are being asked to approve the advisory charter proposal E an advisory vote require (i) either (x) the affirmative vote of the holders of at least two thirds (2/3) of the total voting power of all the then-outstanding shares of ProKidney Delaware’s capital stock entitled to vote thereon, and voting together as a single class or (y) approval of a majority of the Board, to make, adopt, alter, amend, change, add to, rescind or repeal, in whole or in part, the Proposed Bylaws; (ii) at least two thirds (2/3) of the total voting power of all the outstanding shares of ProKidney Delaware’s capital stock entitled to vote thereon, voting together as a single class in order to alter, amend or repeal Sections 7.2 (Staggered Board), 7.3 (Vacancies and Newly Created Directorships) and 7.4 (Removal of Directors) of Article 7, Sections 8.1 (Stockholders Action by Consent), and 8.2 (Meetings of Stockholders) of Article 8 or Article 9 (Indemnification), Article 10 (Adoption, Amendment or Repeal of By-Laws), Article 11 (Adoption, Amendment and Repeal of Certificate), Article 12 (Forum for Adjudication of Disputes) or Article 15 (Corporate Opportunity) of the Proposed Charter; and (iii) at least two thirds (2/3) of the total voting power of the outstanding shares of ProKidney Delaware’s capital stock entitled to vote generally in the election of directors, voting together as a single class, in order to remove a director for cause.

This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B. All shareholders are encouraged to read the Proposed Charter in its entirety for a more complete description of its terms.

The principal purpose of this proposal is to protect the Proposed Bylaws and certain key provisions of the Proposed Charter from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

A non-binding, advisory ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting is required to approve the advisory charter proposal E. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the advisory charter proposal E. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the advisory charter proposal E. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting. We are not required to obtain the approval of our shareholders to individually approve each of the advisory charter proposals. Accordingly, regardless of the outcome of the non-binding advisory vote, ProKidney intends that the Proposed Charter in the form set forth on Annex B will take effect at the effective time of the domestication, assuming adoption of the domestication proposal and the new charter proposal.

“RESOLVED, as a non-binding, advisory ordinary resolution, that to approve the advisory charter proposal E an advisory vote require (i) either (x) the affirmative vote of the holders of at least two thirds (2/3) of the total voting power of all the then-outstanding shares of ProKidney Delaware’s capital stock entitled to vote thereon, and voting together as a single class or (y) approval of a majority of the Board, to make, adopt, alter, amend, change, add to, rescind or repeal, in whole or in part, the Proposed Bylaws; (ii) at least two thirds (2/3) of the total voting power of all the outstanding shares of ProKidney Delaware’s capital stock entitled to vote thereon, voting together as a single class in order to alter, amend or repeal Sections 7.2, 7.3 and 7.4 of Article 7, Sections 8.1, and 8.2 of Article 8 or Article 9, 10, 11, 12 or 15 of the Proposed Charter; and (iii) at least two thirds (2/3) of the total voting power of the outstanding shares of ProKidney Delaware’s capital stock entitled to vote generally in the election of directors, voting together as a single class, in order to remove a director for cause.”

OUR BOARD OF DIRECTORS RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE APPROVAL OF ADVISORY CHARTER PROPOSAL E.

The Board has voted to nominate each of Bruce Culleton, M.D., Pablo Legorreta and Uma Sinha, Ph.D. for election at the annual general meeting for a term of three years to serve until the 2028 annual general meeting of shareholders, and until their respective successors are elected and qualified. The Class II directors (Jennifer Fox and José Ignacio Jiménez Santos) and the Class I directors (William F. Doyle, Alan M. Lotvin, M.D., and Brian J. G. Pereira, M.D.) will serve until the annual general meetings of shareholders to be held in 2027 and 2026, respectively, and until their respective successors have been elected and qualified. If each of the Class III directors is elected and the domestication proposal is approved, the members of the Board of ProKidney Delaware will remain the same following the domestication. For additional information on the director nominees, see “Management and Corporate Governance—Director Nominees.”

Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of each of Bruce Culleton, M.D., Pablo Legorreta and Uma Sinha, Ph.D. as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

An ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting, is required for the election of each director.

The full text of the resolutions to be proposed is as follows:

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares and Class B ordinary shares, voting together as a single class, that Bruce Culleton, M.D. be appointed to serve as a Class III director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2028.”

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares and Class B ordinary shares, voting together as a single class, that Pablo Legorreta be appointed to serve as a Class III director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2028.”

“RESOLVED, as an ordinary resolution of the holders of the Company’s Class A ordinary shares and Class B ordinary shares, voting together as a single class, that Uma Sinha, Ph.D. be appointed to serve as a Class III director on the Board for a three-year term that will expire at the annual general meeting of shareholders in 2028.”

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF BRUCE CULLETON, M.D., PABLO LEGORRETA, AND UMA SINHA, PH.D. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

The Audit Committee has appointed Ernst & Young LLP, as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2025. Ernst & Young LLP has served as our independent registered public accounting firm since 2019. The Board proposes that the shareholders ratify this appointment. Ernst & Young LLP audited our financial statements for the fiscal year ended December 31, 2024. We expect that representatives of Ernst & Young LLP will be present at the annual general meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

In deciding to appoint Ernst & Young LLP, the Audit Committee reviewed auditor independence issues and existing commercial relationships with Ernst & Young LLP and concluded that Ernst & Young LLP has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2025.

The Audit Committee has adopted a policy for the pre-approval of all audits and permitted non-audit services that may be performed by our independent registered public accounting firm. Under the policy, the Audit Committee must give prior approval for any amount or type of service within four categories—audit, audit-related, tax services or, to the extent permitted by law, other services—that the independent auditor provides. Prior to the annual engagement, the Audit Committee may grant general pre-approval for independent auditor services within these four categories. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval and, in those instances, such service will require separate pre-approval by the Audit Committee if it is to be provided by the independent auditor. For any pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the auditor is best positioned to provide the most cost-effective and efficient service and whether the service might enhance our ability to manage or control risk or improve audit quality. The Audit Committee may delegate to one or more of its members’ authority to approve a request for pre-approval, provided the member reports any approval so given to the Audit Committee at its next scheduled meeting. All fees incurred subsequent to our initial public offering were pre-approved by the Audit Committee.

The following table summarizes the aggregate fees billed for professional services rendered by Ernst & Young LLP to us in 2024 and 2023. A description of these various fees and services follows the table (in thousands).

In the event that our shareholders do not ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, the Audit committee will reconsider its appointment.

An ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the Class A and Class B ordinary shares, voting as a single class, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting, is required to ratify the appointment of independent registered public accounting firm proposal.

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 be confirmed, ratified and approved in all respects.”

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A SHAREHOLDER INDICATES OTHERWISE ON THE PROXY.

The adjournment proposal allows the Board to submit a proposal to approve, by ordinary resolution, the adjournment of the annual general meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the annual general meeting to approve the domestication proposal and the new charter proposal.

If the adjournment proposal is presented to the annual general meeting and is not approved by the shareholders, the Board may not be able to adjourn the annual general meeting to a later date in the event that based on the tabulated votes, there are not sufficient votes at the time of the annual general meeting to approve the domestication proposal and the new charter proposal.

The approval of the adjournment proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Class A and Class B ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting.

The adjournment proposal is not conditioned upon any other proposal.

“RESOLVED, as an ordinary resolution, that the adjournment of the annual general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that it is determined by ProKidney that more time is necessary or appropriate to approve one or more proposals at the Annual meeting be approved and adopted in all respects.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

One or more of the directors might be deemed to have potential interests in and arising from the domestication that are different from or in addition to the interests of ProKidney and its public shareholders. See the section entitled “Interests of Certain Persons in the Domestication” for a further discussion of these considerations.

ProKidney is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act and the Existing Organizational Documents govern the rights of its shareholders. The Cayman Islands Companies Act differs in some material respects from laws generally applicable to Delaware corporations and their stockholders. In addition, the Existing Organizational Documents will differ in certain material respects from the Proposed Organizational Documents of ProKidney Delaware. As a result, when you become a stockholder of ProKidney Delaware, your rights will differ in some regards as compared to when you were a shareholder of ProKidney before the domestication.

Below is a summary chart outlining important similarities and differences in the corporate governance and shareholder rights associated with each of ProKidney and ProKidney Delaware according to applicable law and/or the Existing Organizational Documents of ProKidney and Proposed Organizational Documents ProKidney Delaware. You also should review the Existing Organizational Documents of ProKidney and the Proposed Organizational Documents of ProKidney Delaware attached hereto as Annexes A, B and C to this proxy statement/prospectus, as well as the DGCL and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to ProKidney and ProKidney Delaware.

ProKidney’s business and affairs are organized under the direction of the Board. Mr. Legorreta serves as the Chairperson of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to ProKidney’s management. The Board meets on a regular basis and additionally as required.

In accordance with the terms of the Existing Organizational Documents, the Board may establish the authorized number of directors from time to time by resolution. The Board currently consists of eight members and is divided into three classes with staggered three-year terms. At each annual general meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. ProKidney’s directors are divided among the three classes as follows:

The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

On February 25, 2025, the Board accepted the recommendation of the Nominating and Corporate Governance Committee of the Board (“Nominating Committee”) and voted to nominate Bruce Culleton, M.D., Pablo Legorreta and Uma Sinha, Ph.D. for election at the annual general meeting for a term of three years to serve until the 2028 annual meeting of shareholders, and until their respective successors have been elected and qualified.

If each of the Class III directors is elected and the domestication proposal is approved, the members of the Board of ProKidney Delaware will remain the same following the domestication.

Set forth below are the names of the persons nominated for election as directors and those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of April 24, 2025. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion at the time of filing of this proxy statement/prospectus that each person listed below should serve as a director is set forth below:

Dr. Culleton has served on our Board and as our Chief Executive Officer, as well as a director on the board of directors of ProKidney Corp. GP Limited (“GP”) (the “GP Board”), since November 2023. Prior to his appointment as Chief Executive Officer, Dr. Culleton served as the Company’s Executive Vice President, Clinical Development & Commercialization since July 2023. He has more than two decades of experience in industry and academia with a primary focus on kidney health.

Prior to joining the Company, Dr. Culleton served as the Vice President and General Manager of CVS Kidney Care, LLC, a subsidiary of CVS Health Corporation (NYSE: CVS), a health solutions company, from June 2022 to July 2023. Previously, he served as Vice President and Chief Medical Officer at CVS Kidney Care from October 2017 to June 2022. Before joining CVS Health Corporation, he was Vice President, Global Clinical Development and World Wide Vice President, Medical Affairs, Medication and Procedural Solutions at Becton, Dickinson and Company (NYSE: BDX), a global medical technology company, from 2016 to 2017; and previously Vice President, Renal Therapeutic Area at Baxter International Inc. (NYSE: BAX), a healthcare company, from 2007 to 2016. Prior to beginning his industry career in 2007, Dr. Culleton was a Clinical Associate Professor, Department of Medicine at the University of Calgary. Dr. Culleton holds a Bachelor’s degree in Medical Science and a Doctor of Medicine degree from Memorial University of Newfoundland, and a Master’s degree in Business Administration from Northwestern University, Kellogg School of Management. He completed a specialization in Internal Medicine and Nephrology through the Royal College of Physicians and Surgeons of Canada, as well as a fellowship in Clinical Epidemiology at Boston University, Framingham Heart Study. We believe that Dr. Culleton’s qualifications to serve as a member of the Board include his knowledge of our business as our Chief Executive Officer and his extensive leadership experience in the healthcare industry.

Mr. Legorreta has served as Chairman of the Board and a director on the GP Board since the Closing (as defined below). Mr. Legorreta served on the Legacy GP Board from August 2021 until the Closing, as a director of the board of ProKidney-KY (the “ProKidney-KY Board”) since January 2019, and as a manager of ProKidney LLC, a limited liability company incorporated under the laws of Bermuda, since January 2019. Legacy GP was dissolved on January 8, 2024, in accordance with the laws of Ireland.

Mr. Legorreta is the founder and has served as Chief Executive Officer of Royalty Pharma plc (Nasdaq: RPRX), a rapidly growing biopharma company and one of the largest dedicated life sciences investors in the world, since September 1996. Mr. Legorreta has also served as the Chairman of the board of directors of Royalty Pharma plc since April 2020. Mr. Legorreta has over 25 years of experience building and managing Royalty Pharma plc. Additionally, Mr. Legorreta is a co-founder of Pharmakon Advisors, LP, a leading provider of debt capital to the life sciences industry, where he has served as a managing member, since April 2009. Mr. Legorreta has served as a director of Epizyme, Inc. (Nasdaq: EPZM), a fully integrated, commercial-stage biopharmaceutical company developing and delivering novel epigenetic therapies, since November 2019. Mr. Legorreta has served on the Board of Governors of the New York Academy of Sciences since January 2015, the Board of Trustees of Rockefeller University since March 2017, and the Board of Trustees and Compensation, Research and Innovation and Development Committees of the Hospital for Special Surgery since January 2015. Mr. Legorreta has also served on the boards of Brown University; Pasteur Foundation (French: Institut Pasteur), a French non-profit private foundation dedicated to the study of biology, micro-organisms, diseases, and vaccines; Open Medical Institute, an international initiative for medical professionals, which through education and research, aims to improve healthcare on a global scale; and The Park Avenue Armory, a nonprofit cultural institution within the historic Seventh Regiment Armory. Mr. Legorreta is the founder and Chairman of Alianza Me´dica para la Salud, a non-profit organization dedicated to enhancing the quality of health care in Latin America by providing doctors and healthcare providers with continued education opportunities. Since its foundation in December 2010, AMSA has provided over 500 scholarships to Mexican and Latin American doctors and healthcare providers to study abroad. Mr. Legorreta is also a founding member of Mount Sinai’s new Institute for Health Equity Research, which is created in May 2020 in part as a response to the health inequities made apparent by COVID-19.

Mr. Legorreta received his B.A. degree in Industrial Engineering from Universidad Iberoamericana in Mexico City. We believe that Mr. Legorreta’s experience in investing in pharmaceutical royalties and managing a growing life sciences investment company, as well as significant background in investment banking and debt financing provide him with the qualifications and skills to serve as the Chairman and a member of the Board.

Dr. Sinha has served on the Board since the Closing. Dr. Sinha was a member of the board of directors of Social Capital Suvretta Holdings Corp. III (“SCS”) from September 2021 until the Closing. In April, 2016, Dr. Sinha was appointed the Chief Scientific Officer of BridgeBio Pharma, Inc. (“BridgeBio”) (Nasdaq: BBIO) and serves as the Chief Scientific Officer of other BridgeBio subsidiaries, including Eidos Therapeutics. Prior to that, Dr. Sinha served as Chief Scientific Officer of Global Blood Therapeutics, Inc., a clinical-stage biopharmaceutical company, from 2014 to 2015 and as Senior Vice President of research from 2013 to 2014. She was Vice President, head of biology at Portola Pharmaceuticals, Inc., a clinical-stage biotechnology company, from 2010 to 2012 and was the Vice President of translational biology from 2004 to 2010. Previously, Dr. Sinha held senior research positions at Millennium Pharmaceuticals, Inc., a biopharmaceutical company, and COR Therapeutics, Inc., a biopharmaceutical company. Dr. Sinha was formerly a director of Eidos Therapeutics (Nasdaq: EIDX) from December 2019 through February 2021. Dr. Sinha received her Ph.D. in biochemistry from the University of Georgia and her B.Sc. with honors in chemistry from Presidency College. We believe Dr. Sinha’s qualifications to serve on the Board include her significant scientific experience in the biopharmaceutical industry.

Ms. Fox has served on the Board and as the Chair of its Audit Committee since July 2022. She also has been a board member and chair of the audit committee at Apogee Therapeutics, Inc. (Nasdaq; APGE) since July 2023. She has served as the co-chair of Life Science Cares New York since August 2022, where she is also a member of its National Committee, since December 2023. Ms. Fox has served as the Chief Business Officer and Chief Financial Officer of Zenas BioPharma since December 2023. Prior to that role, Ms. Fox served as the Chief Financial Officer of Nuvation Bio Inc. from October 2020 to November 2023. Previous to that, Ms. Fox served as Managing Director, Co-Head of North America Healthcare Corporate and Investment Banking Group at Citigroup from June 2015 to October 2020. From February 2006 to June 2015, Ms. Fox served as Managing Director at Deutsche Bank, most recently also as Co-Head of Life Sciences Investment Banking Group. Prior to that, Ms. Fox served as Senior Managing Director Healthcare Investment Banking at Bear Stearns, Vice President Healthcare Investment Banking at Bank of America and Financial Analyst, Investment Banking Analyst, Associate, Vice President, Health Care Investment Banking at Prudential Vector Healthcare Group and Prudential Securities Incorporated. Ms. Fox received B.S. degrees in Finance and Marketing from Manhattan College. We believe that Ms. Fox is qualified to serve on the Board because she has over 25 years of experience in the healthcare investment banking industry and has been a lead advisor to life sciences companies on over 200 financing and strategic transactions.

Mr. Jiménez Santos has served on the Board since the Closing and was a member of the Legacy GP Board from August 2021 until the Closing. Mr. Jiménez Santos has served as the Chief Executive Officer of Afore Inbursa since August 2015 and the Chief Investment Officer of Grupo Financiero Inbursa, SAB de C.V., a public company registered on the Mexican Stock Exchange, since August 2013. Mr. Jiménez Santos served on the board of directors of Procesar SA de C.V., a private company that provides data processing services, from May 2019 to May 2022. Mr. Jiménez Santos also serves on the board of directors of Glycosyn, a private biotechnology company developing products based on unique bioactive sugars found in human milk.

Mr. Jiménez Santos received his bachelor’s degree in economics and finance from the Instituto Tecnológico Autonomo de México. We believe that Mr. Jiménez Santos’ combined experience in finance, international investments and the biotechnology industry provide him with the qualifications and skills to serve as a member of the Board.

Mr. Doyle has served on the Board since the Closing. Mr. Doyle was a member of the Legacy GP Board from January 2022 until the Closing and has served on the ProKidney-KY Board, since January 2022. Mr. Doyle is a recognized expert in medical devices commercialization with over 30 years’ experience in the advanced technology and healthcare industries as an entrepreneur, executive and investor. He has served as Executive Chairman of NovoCure Limited (Nasdaq: NVCR), a commercial-stage oncology company which is currently developing Tumor Treating Fields, a new therapy for solid tumor cancers (“NovoCure”), since May 2016 and a member of the board of directors of NovoCure since February, 2004.

Previously, Mr. Doyle was a member of the Johnson & Johnson’s (NYSE: JNJ) Medical Devices and Diagnostics Group Operating Committee and was the Vice President, Licensing and Acquisitions from 1994 to 1999. While at Johnson & Johnson, Mr. Doyle was also the Worldwide President of Biosense-Webster, Inc. and a member of the board of directors of Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary.

Mr. Doyle has served as a member of the board of directors of Elanco Animal Health, Inc. (NYSE: ELAN), a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole, since October 2020. Previously, Mr. Doyle served as a member of the board of directors of OptiNose, Inc. (Nasdaq: OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, from June 2004 to October 2020, and Zoetis, Inc. (NYSE: ZTS), a leading animal health company, dedicated to supporting its customers and their businesses, from February 2015 to March 2016 and Minerva Neurosciences, Inc. (Nasdaq: NERV), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system disorders, from November 2017 to May 2023. Mr. Doyle earned his S.B. in Materials Science and Engineering from Massachusetts Institute of Technology and his M.B.A. from Harvard Business School. We believe Mr. Doyle is qualified to serve on the Board due to his business and investment experience and his extensive knowledge of ProKidney and the healthcare industry.

Dr. Lotvin has served on the Board since the Closing. Dr. Lotvin was a member of the Legacy GP Board from January 2022 until the Closing and has served on the ProKidney KY-Board since January 2022. Dr. Lotvin has served as the Chief Executive Officer and a Director at Sequel Med Tech, LLC, a medical devices company, since June 2023. Prior to that, Dr. Lotvin served as Executive Vice President at CVS Health Corp (NYSE: CVS), a leading health solutions company, from November 2012 to April 2023, and the President of CVS Caremark since March 2020. Prior to that, Dr. Lotvin served as the Executive Vice President—Transformation at CVS Health Corporation from June 2018 to February 2020 and the Executive Vice President—Specialty Pharmacy at CVS Caremark from November 2012 to May 2018. Dr. Lotvin has extensive experience in the pharmacy benefit management (“PBM”) and specialty pharmacy industries. Before joining CVS Health Corp, Dr. Lotvin was the President and Chief Executive Officer of ICORE Healthcare, a Magellan Health Services company, and prior to that, Dr. Lotvin held senior positions in the PBM industry. Dr. Lotvin earned his B.S. in Biochemistry from Stony Brook University, his M.D. in Medicine from SUNY Downstate Health Sciences University, and his M.A. in Medical Informatics from Columbia University Graduate School of Arts and Sciences. We believe Dr. Lotvin is qualified to serve on the Board due to his extensive knowledge of ProKidney and the healthcare industry.

Dr. Pereira has served on the Board since the Closing and was a member of the Legacy GP Board from January 2022 until the Closing. Dr. Pereira has served as the Chief Executive Officer and member of the board of directors of Visterra Inc., a clinical-stage biotechnology company committed to developing innovative antibody-based therapies for the treatment of patients with kidney diseases and other hard-to-treat diseases. Visterra Inc was acquired by Otsuka in 2018 and is a subsidiary of Otsuka America Inc., a global healthcare company listed on the Tokyo Stock Exchange. Dr. Pereira is a nationally recognized expert on kidney diseases, is the former Editor of the widely read textbook “Chronic Kidney Disease, Dialysis and Transplantation,” and has over 200 scientific papers to his credit. He currently serves on the board of directors of Africa Healthcare

Network, Ltd, a dialysis provider, and as the Chairman of the board of directors of KalVista Pharmaceuticals, Inc. (Nasdaq: KALV), a pharmaceutical company focused on the discovery, development, and commercialization of small molecule protease inhibitors for diseases with significant unmet need. He was the former Executive Chairman of the board of directors of Abeona Therapeutics Inc. (Nasdaq: ABEO), a clinical-stage biopharmaceutical company developing gene and cell therapies for serious diseases and member of the board of directors of Cullinan Pearl Corp, a privately held biotechnology company and subsidiary of Cullinan Oncology, Inc. (Nasdaq: CGEM), an oncology company and has served on several for-profit and non-profit company Boards. Dr. Pereira is a graduate of St. John’s Medical College, Bangalore, India and has an MBA from the Kellogg Business School, Northwestern University. Dr. Pereira obtained his D.M. in Nephrology and M.D. in Internal Medicine from Post Graduate Institute, Chandigarh, India. We believe Dr. Pereira’s qualifications to serve on the Board include his extensive experience with pharmaceutical companies, and his years of experience providing services to pharmaceutical and biotechnology organizations, including evaluating business plans involving clinical trials.

An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The Board has reviewed the materiality of any relationship that each of our directors has with ProKidney Corp., either directly or indirectly. Based upon this review, the Board has determined that each of William F. Doyle, Alan M. Lotvin, M.D., Brian J. G. Pereira, M.D., Uma Sinha, Ph.D, José Ignacio Jiménez Santos and Jennifer Fox is an independent director under applicable SEC and the Nasdaq Stock Market LLC listing Nasdaq rules (the “Nasdaq Listing Rules”).

There are no family relationships among any of ProKidney’s directors or executive officers.

We maintain an insider trading policy that, among other things, governs the buying and selling of our securities by all of our personnel, including directors, officers and employees. Our policy is designed to prevent violations of insider trading laws by our personnel and to avoid even the appearance of improper conduct in this regard by our personnel. The policy prohibits covered persons from purchasing, selling or otherwise disposing of our securities while in possession of material non-public information (except in limited circumstances, such as pursuant to a previously established trading plan). In addition, the policy prohibits all employees and directors from engaging in any transaction in which they may profit from short-term speculative swings in the value of our securities such as through short sales, derivative securities and hedging transactions including forward sale or purchase contracts, equity swaps, collars or exchange funds. The policy also prohibits our insiders from holding our securities in a margin account or pledging our securities as collateral for a loan. The policy provides for quarterly and other trading blackouts and includes the procedures covered persons must follow before transacting in our securities including trading pre-clearance. A copy of the policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

Although we have not adopted an insider trading policy governing the purchase or sale of our securities by the Company, as part of the oversight of risk, the Board, or one or more of its committees, approves any transaction, plan or arrangement by or with the Company with respect to our securities on a case-by-case basis, and as part of their procedures to review and approve any such transaction, plan or arrangement, the Board or committee consults with legal counsel to ensure compliance with applicable insider trading laws, rules and regulations, and listing standards.

Meeting Attendance. During the fiscal year ended December 31, 2024, there were five meetings of the Board, and the various committees of the Board met a total of fourteen times. No director attended fewer than 75% of the total number of meetings of the Board and of committees of the Board on which he or she served during fiscal 2024, except for William F. Doyle, who attended six of the eleven meetings of the Board and committees. The Board has adopted a policy under which each member of the Board makes reasonable best efforts to attend each annual general meeting of our shareholders.

Our Audit Committee met four times during fiscal 2024. This committee currently has three members, Jennifer Fox, who serves as the chairperson, Brian J. G. Pereira, M.D. and Alan M. Lotvin, M.D. Additionally, William F. Doyle served on the Audit Committee until August 2024. Each member of the Audit Committee qualifies as an independent director under the Nasdaq Listing Rules and the independence requirements of Rule 10A-3 under the Exchange Act. The Board has determined that each of Ms. Fox and Dr. Pereira qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of the Nasdaq. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement/prospectus.

Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and its primary purpose is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of the Audit Committee include:

The Board has adopted a written charter for the Audit Committee, which is available on our website at https://www.prokidney.com under Investors—Corporate Governance—Governance Overview.

Our Talent and Compensation Committee met three times during fiscal 2024. Our Talent and Compensation Committee consists of Alan M. Lotvin, M.D., who serves as the chairperson, William F. Doyle, and Uma Sinha, Ph.D. John M. Maraganore, Ph.D., our former director, served on the Talent and Compensation Committee during fiscal year 2024 until his term of service ended in May 2024. All members of the Talent and Compensation Committee qualify as independent under the definition promulgated by Nasdaq.

The primary purpose of the Talent and Compensation Committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate. Specific responsibilities of the Talent and Compensation Committee include:

The Talent and Compensation Committee has adopted the following processes and procedures for the consideration and determination of executive and director compensation: In establishing compensation for

executives, the Talent and Compensation Committee seeks to provide compensation that is competitive in light of current market conditions and industry practices. Accordingly, the Talent and Compensation Committee will generally review market data which is comprised of proxy-disclosed data from peer companies and data from nationally recognized published compensation surveys for the life science industry, adjusted for relevant criteria including headcount, company stage of development and market capitalization. The market data assists the committee in gaining perspective on the compensation levels and practices at the peer companies and to assess the relative competitiveness of the compensation paid to our executives and Board. The market data thus guides the Talent and Compensation Committee in its efforts to set executive compensation levels and program targets at competitive levels for comparable roles in the marketplace. The Talent and Compensation Committee then considers other factors, such as the criticality of each executive officer’s role in the company, depth and breadth of experience, internal equity, performance, retention concerns and relevant compensation trends in the marketplace, in making its final compensation determinations.

The Talent and Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Talent and Compensation Committee has engaged the services of Frederic W. Cook & Co., Inc. (“FW Cook”) to review and provide recommendations concerning the components of the Company’s executive and director compensation program. FW Cook performs services solely on behalf of the Talent and Compensation Committee. FW Cook assists the Talent and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group. FW Cook also assists the Talent and Compensation Committee in benchmarking our director compensation program and practices against those of our peers. The Talent and Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and the corporate governance rules of The Nasdaq Stock Market and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Talent and Compensation Committee.

The Talent and Compensation Committee reviews the performance of each named executive officer in light of the above factors and determines whether the named executive officer should receive any increase in base salary, annual bonus award or receive a discretionary equity award based on such evaluation.

The Board has adopted a written charter for the Talent and Compensation Committee, which is available on our website at https://www.prokidney.com under Investors—Corporate Governance—Governance Overview.

Our Nominating Committee met one time during fiscal 2024 and has four members consisting of William F. Doyle, who serves as the chairperson, Brian J.G. Pereira, M.D., Uma Sinha, Ph.D., and José Ignacio Jiménez Santos. From January to May 2024, the Nominating Committee consisted of John M. Maraganore, Ph.D., our former director, who served on the committee and as the chairperson until his term of service ended in May 2024, Brian J.G. Pereira, M.D., Uma Sinha, Ph.D., and José Ignacio Jiménez Santos. The Board has determined that all members of the Nominating Committee qualify as independent under the definition promulgated by Nasdaq.

The purpose of the nominating and corporate governance committee is to assist the Board in discharging the responsibilities set forth in the Nominating Committee’s written charter and include:

The Board has adopted a written charter for the nominating and corporate governance committee, which is available on our website at https://www.prokidney.com under Investors—Corporate Governance—Governance Overview.

Generally, our Nominating Committee considers candidates recommended by shareholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. Once identified, the Nominating Committee will evaluate a candidate’s qualifications in accordance with our Nominating and Governance Committee Policy Regarding Qualifications of Directors appended to our Nominating Committee’s written charter. Threshold criteria include: personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board, and concern for the long-term interests of our shareholders. Our Nominating Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the Nominating Committee will consider issues of diversity among its members in identifying and considering nominees for director, and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on the Board and its committees.

If a shareholder wishes to propose a candidate for consideration as a nominee for election to the Board, it must follow the procedures described in the Existing Organizational Documents and in “Stockholder Nominations and Proposals” at the end of this proxy statement/prospectus. In general, persons recommended by shareholders will be considered in accordance with our Policy on Shareholder Recommendation of Candidates for Election as Directors appended to our Nominating Committee’s written charter. Any such recommendation should be made in writing to the Nominating Committee, care of our Corporate Secretary at our principal office and should be accompanied by the following information concerning each recommending shareholder and the beneficial owner, if any, on whose behalf the nomination is made:

The recommendation must also be accompanied by the following information concerning the proposed nominee:

One of the key functions of the Board is to oversee ProKidney’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management will take to monitor and control such exposures, including guidelines

and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Talent and Compensation Committee also assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Currently, two separate individuals serve in the positions of Chief Executive Officer and Chairman of the Board. We believe that our current leadership structure is optimal for the Company at this time.

Our Board has six independent members and two non-independent directors, our Chief Executive Officer and the Chairman of the board. We believe that the number of independent, experienced directors that make up the Board, along with the oversight of the Board by the Non-Executive Chairman, benefits our company and our shareholders. All of our independent directors have demonstrated leadership in other organizations and are familiar with board of director processes.

Generally, shareholders who have questions or concerns should contact our Investor Relations team at (336) 999-7028. However, any shareholders who wish to address questions regarding our business directly with the Board, or any individual director, should direct his or her questions in writing to the Chairman of the Board at 2000 Frontis Plaza Blvd., Suite 250, Winston-Salem, North Carolina 27103 / to individual Board members via e-mail at ir@prokidney.com / using the “Investor Contact” page of our website at www.prokidney.com.

Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, in which case it will be made available to any outside director upon request.

The following table sets forth certain information as of April 24, 2025 regarding our executive officers who are not also directors. We have employment agreements with all of our executive officers.

Mr. Coulston has served as our Chief Financial Officer since the Closing, having served the Chief Financial Officer of ProKidney-US since January 2022. Prior to that, Mr. Coulston served as ProKidney-US’s Senior Vice President, Finance from January 2021 to December 2021 and ProKidney-US’s Vice President, Finance from February 2019 to December 2020. Before joining ProKidney, from August 2015 to January 2019, Mr. Coulston served as the Executive Director, Finance of Banner Life Sciences LLC, a privately held clinical-stage pharmaceutical company combining a proven history of formulation expertise with proprietary technologies to create specialty pharmaceuticals that solve real unmet clinical needs, where Mr. Coulston oversaw the financial, human resources, and IT activities. From 2007 to 2015, Mr. Coulston held finance roles of increasing

responsibility at Targacept Inc. (Nasdaq: TRGT), a clinical-stage biopharmaceutical company developing novel NNR Therapeutics™ before it merged with and into Catalyst Biosciences, Inc. (Nasdaq: CBIO), a clinical-stage biopharmaceutical company focused on creating and developing novel medicines to address serious medical conditions, including Senior Director, Finance and Controller. Mr. Coulston earned his B.S. and master degree in Accounting from North Carolina State University and is a Certified Public Accountant in the state of North Carolina.

Dr. Weber has served as our Chief Regulatory Officer since December 2022, having served as ProKidney-US’s Senior Vice President of Regulatory Development since September 2020, where he is responsible for leading the development and implementation of ProKidney’s regulatory strategy in all markets, worldwide, and interfacing with regulatory authorities. Prior to his current position, he served as Senior Vice President of Regulatory Development from the Closing until December 2022. Dr. Weber has over 25 years of experience in cellular and tissue-based regenerative medicine products, with previous roles as Senior Vice President of Regulatory and Quality at Medeor Therapeutics, from February 2016 to December 2019; Executive Vice President of Global Regulatory Affairs and Quality Management at Mesoblast, from June 2011 to February 2016; Senior Consultant for Cell and Gene Therapies at Biologics Consulting Group from February 2004 to May 2011, and positions of increasing responsibility at the FDA’s CBER, including as Chief of Cellular Therapies Branch in the Office of Cellular, Tissues and Gene Therapies, (now known as the Office of Tissues and Advanced Therapies) from September 1996 to January 2004. He is a long-serving member of United States Pharmacopeia (USP) expert committees for human tissues and advanced therapies. Dr. Weber received his B.S. in Molecular Biology from The Evergreen State College and a Ph.D. in Biochemistry and Biophysics from Oregon State University.

Mr. Girolamo has served as our Chief Legal Officer since the Closing and as the Chief Legal Officer of ProKidney-US since March 2022. Prior to that, Mr. Girolamo spent 11 years at Caladrius Biosciences, Inc. (Nasdaq: CLBS) (now Lisata Therapeutics, Inc. (Nasdaq: LSTA)), where he served as Chief Legal Officer, Senior Vice President of Corporate Development and Corporate Secretary. Mr. Girolamo began his legal career at Cahill Gordon & Reindel in 1990 and later at Reid & Priest, practicing in the areas of securities law, intellectual property, employment law and general commercial litigation. After private practice, Mr. Girolamo spent 12 years on Wall Street in institutional equities as a series 24, 7 and 63 licensed principal at Oppenheimer & Co., CIBC World Markets, Leerink Swann and Summer Street Research Partners where he specialized in equity research, sales, and trading of biotechnology, pharmaceuticals and medical technology market sectors. Mr. Girolamo then served as an analyst and portfolio manager at Lion’s Path Capital managing a long-short portfolio of biopharma and med-tech equities.

Mr. Girolamo received an A.B. with honors from Harvard College, a J.D. from the University of Pennsylvania Law School and an MBA from Columbia Business School.

The following discusses the material components of the executive compensation program for our named executive officers (the “NEOs”) who are identified in the Summary Compensation Table below. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

For the year ended December 31, 2024, ProKidney’s NEOs were:

The following table sets forth certain information with respect to compensation for the years ended December 31, 2024 and 2023 earned by, awarded to or paid to our NEOs.

Our executive compensation program is designed to:

Decisions with respect to the compensation of our executive officers, including our named executive officers, are made by the Talent and Compensation Committee of the Board. Compensation for our executive officers has the following components: base salary, cash bonus opportunities, long-term incentive compensation, broad-based employee benefits, and severance benefits. Base salaries, broad-based employee benefits, supplemental executive perquisites and severance benefits are designed to attract and retain senior management talent. We also use cash bonuses and long-term equity awards to promote performance-based pay that aligns the interests of our NEOs with the long-term interests of our equity owners and to enhance executive retention.

The base salaries for our NEOs are subject to adjustments made by the Talent and Compensation Committee, including in connection with our annual review of our NEOs’ base salaries. We did not increase base salaries for our NEOs during 2024.

We use annual cash incentive bonuses for the NEOs to motivate their achievement of short-term performance goals and tie a portion of their cash compensation to performance. Near the beginning of each year, the Talent and Compensation Committee will approve the performance targets, target amounts, target award opportunities and other terms and conditions of annual cash bonuses for the NEOs, subject to the terms of their employment agreements. Following the end of each year, the Talent and Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the named executive officers.

In December 2024, the Talent and Compensation Committee approved a corporate goal achievement of 100%.

We use share-based awards to promote our interests by providing the executives with the opportunity to acquire equity interests as an incentive for their remaining in our service and aligning the executives’ interests with those of ProKidney. Share-based awards will be awarded under the Incentive Equity Plan.

Our equity awards, including stock options, are granted in connection with the Company’s yearly compensation cycle and regularly scheduled meetings of the Talent and Compensation Committee. Typically, our practice is to price yearly compensation cycle option award grants on or about March 1 of each year. The Talent and Compensation Committee does not grant equity awards in anticipation of the release of material non-public information. Similarly, we do not time the release of material non-public information based on equity award grant dates.

We maintain various broad-based employee benefit plans, including medical, dental, vision, life and disability insurance and 401(k) plans, paid vacation, sick leave and holidays and employee assistance program benefits in which the NEOs participate.

Below are descriptions of the employment agreements with each of our NEOs (the “Employment Agreements”) setting forth the terms and conditions of such executive’s employment with us.

On December 3, 2023, we entered into an employment agreement with Dr. Culleton, pursuant to which he serves as Chief Executive Officer of the Company and its subsidiaries and affiliates effective November 15, 2023. The agreement provides for a base salary of not less than $625,000 per year and a target cash bonus opportunity of 60% of base salary, which was prorated for the 2023 fiscal year. Additionally, Dr. Culleton is eligible to receive long-term incentive awards under the Incentive Equity Plan and is eligible for participation in the Company’s employee health and welfare benefit and retirement programs and certain severance benefits described below. Prior to his appointment as Chief Executive Officer, Dr. Culleton served as the Company’s Executive Vice President, Clinical Development and Commercialization from July 17, 2023 to November 15, 2023. In that role, Dr. Culleton’s annual base salary was $495,000.

On December 1, 2022, we entered into an employment agreement with Mr. Girolamo, pursuant to which he serves as Chief Legal Officer of the Company and its subsidiaries and affiliates effective October 1, 2022. The agreement provides for a base salary of not less than $425,000 per year, a target cash bonus opportunity of 40% of base salary, eligibility to receive long-term incentive awards under the Incentive Equity Plan, eligibility for participation in the Company’s employee health and welfare benefit and retirement programs and certain severance benefits described below.

We entered into a relocation assistance agreement with Mr. Girolamo in connection with his employment as Chief Legal Officer of the Company and its subsidiaries and affiliates. The agreement provides for certain remuneration related to Mr. Girolamo’s relocation to the Winston-Salem, North Carolina area within two years from the date of his hire. This agreement provides for a payment of $35,000 for accommodations and ground transportation, as needed while commuting to North Carolina, and a miscellaneous allowance equivalent to one-month base salary. The agreement also provides for the reimbursement of reasonable and customary moving expenses (the “Relocation Costs”) up to an amount not to exceed $50,000, which will be grossed-up to cover the associated tax liability. The Relocation Costs are subject to repayment provisions if Mr. Girolamo’s employment with the Company is terminated within two years of his relocation date.

Effective March 25, 2024, we entered into an employment agreement with Mr. Ernst, pursuant to which he served as Executive Vice President, Technical Operations of the Company and its subsidiaries and affiliates effective March 25, 2024. The agreement provided for a base salary of not less than $450,000 per year, a target cash bonus opportunity of 40% of base salary, eligibility to receive long-term incentive awards under the Incentive Equity Plan, eligibility for participation in the Company’s employee health and welfare benefit and retirement programs and certain severance benefits described below. In addition, the Company agreed to provide

relocation assistance in an amount not to exceed $159,000. On March 3, 2025, we terminated Mr. Ernst’s employment with us. In accordance with his employment agreement, Mr. Ernst will receive salary continuation for a period of nine months following his termination date, payable in accordance with the Company’s normal payroll cycle and continued participation in the Company’s group health plan at active employee rates for a period of nine months following his termination date.

Under the Employment Agreements for each of our NEOs, if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason (each as defined in the applicable Employment Agreement) (a “Qualifying Termination Absent a Change in Control”), subject to the executive’s timely execution and non-revocation of a release of claims, the executive will receive (i) any earned but unpaid bonus for any prior completed fiscal year, payable when such payments would otherwise be paid, (ii) severance payments in the form of base salary continuation payable over the applicable post-termination severance period set forth in the table below and (iii) continued participation in the Company’s group health plan for the applicable post-termination severance period set forth in the table below.

In the event that the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason within the applicable protection period set forth in the table below following a Change in Control (as defined in the Incentive Equity Plan) (a “Qualifying Termination Following a Change in Control”), subject to the executive’s timely execution and non-revocation of a release of claims, the executive will receive (i) a lump-sum severance payment equal to the applicable severance multiple set forth in the table below multiplied by the sum of the executive’s (A) then-current base salary and (B) then-current target bonus opportunity, (ii) continued participation in the Company’s group health plan for the applicable post-termination benefits period set forth in the table below and (iii) full vesting of any equity awards then outstanding held by the executive.

The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2024, including both awards subject to performance conditions and non-performance-based awards, to each of the executive officers named in the Summary Compensation Table.

All of ProKidney’s NEOs are eligible to participate in its employee benefit plans, including its medical, dental, vision, life and disability insurance plans, in each case on the same basis as all of ProKidney’s other employees. ProKidney generally provides perquisites or personal benefits to its NEOs in limited circumstances.

ProKidney maintains a 401(k) plan for its ProKidney-US employees. The 401(k) plan is intended to qualify under Section 401(k) of the Code, so that contributions to the 401(k) plan by ProKidney-US employees or by ProKidney, and the investment earnings thereon, are not taxable to the employees until withdrawn from the

401(k) plan, and so that contributions by ProKidney, if any, will be deductible by ProKidney when made. Full- time employees are eligible to participate in the ProKidney-US plan. Under the 401(k) plan, ProKidney-US employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. The 401(k) plan permits ProKidney to make contributions up to the limits allowed by law on behalf of all eligible ProKidney-US employees. As of December 31, 2024, ProKidney matched 100% of participating ProKidney-US employees’ contribution up to 4% of salary to the ProKidney 401(k) plan.

We do not have any qualified or non-qualified defined benefit plans.

We do not have any nonqualified defined contribution plans or other deferred compensation plan.

Our equity awards, including stock options, are granted in connection with the Company’s yearly compensation cycle and regularly scheduled meetings of the Talent and Compensation Committee. Typically, our practice is to price yearly compensation cycle option award grants on or about March 1 of each year. The Compensation Committee does not grant equity awards in anticipation of the release of material non-public information. Similarly, we do not time the release of material non-public information based on equity award grant dates.

The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2024 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on the Board.