<SEC-DOCUMENT>0001209191-23-002375.txt : 20230106
<SEC-HEADER>0001209191-23-002375.hdr.sgml : 20230106
<ACCEPTANCE-DATETIME>20230106165856
ACCESSION NUMBER:		0001209191-23-002375
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20221201
FILED AS OF DATE:		20230106
DATE AS OF CHANGE:		20230106

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Weger Mary
		CENTRAL INDEX KEY:			0001638460

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40560
		FILM NUMBER:		23515725

	MAIL ADDRESS:	
		STREET 1:		ONE MAIN STREET, SUITE 800
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02142

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROKIDNEY CORP.
		CENTRAL INDEX KEY:			0001850270
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				981586514
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		2000 FRONTIS PLAZA BLVD.
		STREET 2:		SUITE 250
		CITY:			WINSTON-SALEM
		STATE:			NC
		ZIP:			27103
		BUSINESS PHONE:		336-999-7028

	MAIL ADDRESS:	
		STREET 1:		2000 FRONTIS PLAZA BLVD.
		STREET 2:		SUITE 250
		CITY:			WINSTON-SALEM
		STATE:			NC
		ZIP:			27103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Social Capital Suvretta Holdings Corp. III
		DATE OF NAME CHANGE:	20210310
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-12-01</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001850270</issuerCik>
        <issuerName>PROKIDNEY CORP.</issuerName>
        <issuerTradingSymbol>PROK</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001638460</rptOwnerCik>
            <rptOwnerName>Weger Mary</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O PROKIDNEY CORP</rptOwnerStreet1>
            <rptOwnerStreet2>2000 FRONTIS PLAZA BOULEVARD, SUITE 250</rptOwnerStreet2>
            <rptOwnerCity>WINSTON-SALEM</rptOwnerCity>
            <rptOwnerState>NC</rptOwnerState>
            <rptOwnerZipCode>27103</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief People Officer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Class B Ordinary Shares</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Ordinary Shares</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>40964</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Common Units in ProKidney LP</value>
                <footnoteId id="F3"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Ordinary Shares</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>40964</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each Class B Ordinary Share has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (&quot;ProKidney&quot;) (a &quot;Common Unit&quot;), for a Class A Ordinary Share on a one-for-one basis.</footnote>
        <footnote id="F2">These 40,964 Class B Ordinary Shares were received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney, dated as of January 18, 2022 (the &quot;Business Combination Agreement&quot;) in exchange for historical interests held by the reporting person in ProKidney. The Class B Ordinary Shares do not expire.</footnote>
        <footnote id="F3">Each Common Unit may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement, be exchanged, together with the paired Class B Ordinary Share, into a Class A Ordinary Share on a one-for-one basis.</footnote>
        <footnote id="F4">These 40,964 Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney. The Common Units do not expire.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Todd Girolamo, attorney in fact</signatureName>
        <signatureDate>2023-01-06</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Exhibit 24


POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Todd Girolamo, Megan Gates, Esq., Keunjung Cho, Esq. and Rajiv Radia,
Esq. as the undersigned's true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as a reporting person pursuant to Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules thereunder of ProKidney
Corp. (the "Company"), Forms 3, 4 and 5, including any amendments thereto, in
accordance with Section 16(a) of the Exchange Act;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendment or amendments thereto and timely file such
form with the United States Securities and Exchange Commission and the
applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by any of such attorneys-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as any of such
attorneys-in-fact may approve in the discretion of any of such
attorneys-in-fact.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to act separately and to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of any of such
attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of January, 2023.

Signature:
/s/ Mary Weger
Name:
Mary Weger


</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
