false
--12-31
0001870404
0001870404
2024-01-03
2024-01-03
0001870404
PBAX:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember
2024-01-03
2024-01-03
0001870404
PBAX:ClassCommonStockParValue0.0001PerShareMember
2024-01-03
2024-01-03
0001870404
PBAX:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockMember
2024-01-03
2024-01-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 3, 2024
PHOENIX BIOTECH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40877 |
|
87-1088814 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
2201 Broadway, Suite 705, Oakland, CA |
|
94612 |
(Address of principal executive offices) |
|
(Zip Code) |
(215) 731-9450
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
PBAXU |
|
NASDAQ Global Market |
Class A common stock, par value $0.0001 per share |
|
PBAX |
|
NASDAQ Global Market |
Warrants, each whole warrant exercisable for one share of Class A common stock |
|
PBAXW |
|
NASDAQ Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On January 3, 2024, Phoenix
Biotech Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”)
at 11:00 a.m. Eastern Time for the purposes of considering and voting upon the Charter Amendment Proposal, the Trust Amendment Proposal
and, if presented, the Adjournment Proposal (each as defined below). For more information on these proposals, please refer to the Company’s
definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) dated December 14, 2023 (the
“Proxy Statement”).
Trust Agreement Amendment
At the Special Meeting,
the Company’s stockholders approved a proposal to amend (the “Trust Agreement Amendment”) the Investment Management
Trust Agreement (the “Trust Agreement”), dated as of October 5, 2021, as amended by the Amendment No. 1 dated December
20, 2022 and Amendment No. 2 dated July 7, 2023, by and between the Company and Continental Stock Transfer and Trust Company (“Continental”),
to extend the business combination period up to three times for one month each time from January 8, 2024 to February 8, 2024, March 8,
2024 or April 8, 2024. On January 3, 2024, the Company and Continental entered into the Trust Agreement Amendment.
The foregoing description
of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement
Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On January 3, 2024, the Company’s
stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate
of incorporation, as amended by the First Amendment dated December 20, 2022 and the Second Amendment dated July 7, 2023 (the “Charter”),
to provide its board of directors the ability to extend the date by which the Company has to consummate a business combination up to three
times for one month each time, for a maximum of three additional months. On January 3, 2024, the Company filed the Charter Amendment with
the Secretary of State of the State of Delaware, which was subsequently corrected by a Certificate of Correction (the “Certificate
of Correction”) dated January 4, 2024 to correct certain scrivener’s errors in the Charter Amendment.
The foregoing descriptions are qualified in their entirety by reference
to the Charter Amendment and the Certificate of Correction, copies of which are attached as Exhibits 3.1 and 3.2 hereto and are incorporated
by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
On January 3, 2024, the
Company held the Special Meeting at 11:00 a.m. Eastern Time for the purposes of considering and voting upon the Charter Amendment Proposal,
the Trust Amendment Proposal and, if presented, the Adjournment Proposal. As of the record date of December 13, 2023, there were a total
of 6,246,207 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued and
outstanding and entitled to vote at the Special Meeting. Proxies were received for 5,549,893 shares of Common Stock, or approximately
88.9% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum.
Proposal 1 - The Charter Amendment Proposal
- a proposal to amend the Charter to (a) provide its board of directors the ability to extend the date by which the Company has to consummate
a business combination up to three times for one month each time from January 8, 2024 to February 8, 2024, March 8, 2024 or April 8, 2024
and (b) allow for the Company to provide redemption rights to the Company’s public stockholders in accordance with the requirements
of the charter without complying with the tender offer rules.
For |
|
Against |
|
Abstain |
5,538,823 |
|
11,070 |
|
0 |
Proposal 2 - The Trust Amendment Proposal
- a proposal to amend the Trust Agreement to extend the business combination period up to three times for one month each time from January
8, 2024 to February 8, 2024, March 8, 2024 or April 8, 2024.
For |
|
Against |
|
Abstain |
5,538,811 |
|
11,082 |
|
0 |
Proposal 3 - The Adjournment Proposal -
a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and
vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment
Proposal and Trust Amendment Proposal.
The Adjournment Proposal
was not presented to the stockholders because there were sufficient votes to approve the Charter Amendment Proposal and the Trust Amendment
Proposal.
Item 8.01. Other Events.
In connection with the
approval of the Charter Amendment, holders of 11,625 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class
A Shares”), exercised redemption rights. As a result, following satisfaction of such redemptions, as of the date of this Current
Report on Form 8-K, the Company has 6,234,582 Class A Shares outstanding, of which (i) 753,332 are Class A Shares issued to the public
in the Company’s initial public offering, which Class A Shares are entitled to receive a pro rata portion of the remaining funds
in the Company’s trust account in connection with its initial business combination, a liquidation or certain other events, (ii)
4,596,250 are Class A Shares issued upon the conversion of an equal number of shares of the Company’s Class B common stock, par
value $0.0001 per share, acquired by Phoenix Biotech Sponsor, LLC (“Sponsor”) prior to the Company’s initial
public offering, which Class A Shares do not have redemption rights, and (iii) 885,000 are Class A Shares included in the private placement
units acquired in the private placement by the Sponsor and other investors concurrent with the Company’s initial public offering,
which Class A Shares do not have redemption rights.
On January 4, 2024,
the Sponsor deposited $22,599.96 in the trust account in connection with the extension of the business combination deadline. On January
4, 2024, the Company made a series of payments of an aggregate of $128,133.03 to holders of redeemed Class A Shares (an aggregate of
$11.02 per redeemed Class A Share). As a result of the deposit described above, such payments and accrual of interest, the balance in
the trust account as of the date of this Current Report on Form 8-K is approximately $8.3 million.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
PHOENIX BIOTECH ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Chris Ehrlich |
|
Name: |
Chris Ehrlich |
|
Title: |
Chief Executive Officer |
Dated: January 5, 2024
Exhibit 3.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PHOENIX BIOTECH ACQUISITION CORP.
January 3, 2023
Phoenix Biotech Acquisition
Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY
CERTIFY AS FOLLOWS:
1. The name of the Corporation
is “Phoenix Biotech Acquisition Corp.”. The original certificate of incorporation was filed with the Secretary of State of
the State of Delaware on June 8, 2021 (the “Original Certificate”). The Amended and Restated Certificate of
Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of
Delaware on October 6, 2021, which was further amended by the filing of a First Amendment to the Amended and Restated Certificate with
the Secretary of State of the State of Delaware on December 20, 2022 (the “First Amendment”) and the filing
of the Second Amendment to the Amended and Restated Certificate with the Secretary of State of Delaware on July 7, 2023 (the “Second
Amendment,” and, together with the First Amendment, the “Amendments”).
2. This Third Amendment to
the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate, as amended by the Amendments.
3. This Third Amendment to
the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation (the “Board”)
and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. This Third Amendment to
the Amended and Restated Certificate shall become effective on the date of filing with the Secretary of State of Delaware.
5. Certain capitalized terms
used in this Amended and Restated Certificate, as amended hereby, are defined where appropriate herein.
6. The text of the Amended
and Restated Certificate of Incorporation shall be amended as follows:
a. Section 9.01(b) is hereby
amended and restated in its entirety as follows:
“(b) Immediately after the Offering, a certain
amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’
over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 13, 2021, as amended (the “Registration
Statement”), shall be deposited in a trust account (the “Trust Account”), established for the
benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for
the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust
Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below)
if the Corporation is unable to complete its initial Business Combination by January 8, 2023 (or, if the Board extends the date for up
to three additional one-month periods in accordance with the requirements below, the date to which such deadline is extended, which shall
be no later than April 8, 2024) (the “Termination Date”), and (iii) the redemption of shares in connection with
a vote seeking to amend any provisions of the Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business
Combination activity (as described in Section 9.07). Holders of shares of Common Stock included as part of the units sold in the
Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary
market following the Offering and whether or not such holders are Phoenix Biotech Sponsor, LLC (the “Sponsor”)
or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.””
b. Section 9.02(d) is hereby amended and restated
in its entirety as follows:
“In the event that the Corporation has not
consummated an initial Business Combination within the time period required by Section 9.01(b), the Corporation shall (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but in any event no later than ten (10) business days thereafter,
subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any amounts representing
interest earned on the Trust Account, less interest previously released to, or reserved for use by, the Corporation in an amount up to
$100,000 to pay dissolution expenses and less any other interest released to, or reserved for use by, the Corporation to pay franchise
and income taxes, by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the
Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable law.
Notwithstanding the foregoing
or any other provisions of the Articles, in the event that the Corporation has not consummated an initial Business Combination by January
8, 2023, the Corporation may, without another stockholder vote, elect to extend the Termination Date up to three times, each by an additional
one month, by resolution of the Board if requested by the Sponsor, and upon five business days’ advance notice prior to the applicable
Termination Date (or such shorter notice period as the Board may permit in its sole discretion), provided that the Sponsor (or one or
more of its affiliates, members or third-party designees) (the “Lender”) will deposit into the Trust Account
for each monthly extension $0.03 for each then-outstanding Offering Share, in exchange for one or more non-interest bearing, unsecured
promissory notes issued by the Corporation to the Lender. If the Corporation completes the Business Combination, it will, at the option
of the Lender, repay the amounts loaned under the promissory note(s) or convert a portion or all of the amounts loaned under such promissory
note(s) into units at a price of $10.00 per unit, which units will be identical to the private placement units issued to the Sponsor at
the time of the Offering. If the Corporation does not complete the Business Combination by the applicable Termination Date, such promissory
notes will be repaid only from funds held outside of the Trust Account.”
[signature page follows]
IN WITNESS WHEREOF, Phoenix Biotech Acquisition
Corp. has caused this Third Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an
authorized officer as of the date first set above.
|
Phoenix Biotech Acquisition Corp. |
|
|
|
|
By: |
/s/ Chris Ehrlich |
|
Name: |
Chris Ehrlich |
|
Title: |
Chief Executive Officer |
[Signature Page to Third Amendment to the Amended
and Restated Certificate]
Exhibit
3.2
CERTIFICATE
OF CORRECTION
TO
THE
THIRD
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
PHOENIX
BIOTECH ACQUISITION CORP.
(Pursuant
to Section 103 of
the
General Corporation Law of the State of Delaware)
Phoenix
Biotech Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”),
DOES
HEREBY CERTIFY:
1.
FIRST: That the name of the Corporation is Phoenix Biotech Acquisition Corp.
2.
SECOND: That a Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate”)
filed with the Secretary of State of the State of Delaware on January 3, 2024 requires correction as permitted by Section 103 of
the General Corporation Law of the State of Delaware (the “General Corporation Law”).
3.
THIRD: The inaccuracy or defect of said Certificate to be corrected is that the Certificate contains scrivener’s errors
with respect to certain dates set forth in Article 6.
4.
FOURTH: Article 6 of the Certificate is corrected in its entirety to read as follows:
“6.
The text of the Amended and Restated Certificate of Incorporation shall be amended as follows:
a.
Section 9.01(b) is hereby amended and restated in its entirety as follows:
“(b)
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including
the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”)
on September 13, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the
“Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust
agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to
pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust
Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination,
(ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination
by January 8, 2024 (or, if the Board extends the date for up to three additional one-month periods in accordance with the requirements
below, the date to which such deadline is extended, which shall be no later than April 8, 2024) (the “Termination Date”),
and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Amended and Restated Certificate
relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.07). Holders of
shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders
are Phoenix Biotech Sponsor, LLC (the “Sponsor”) or officers or directors of the Corporation, or affiliates
of any of the foregoing) are referred to herein as “Public Stockholders.””
b.
Section 9.02(d) is hereby amended and restated in its entirety as follows:
“In
the event that the Corporation has not consummated an initial Business Combination within the time period required by Section 9.01(b),
the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but in
any event no later than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Offering
Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released
to, or reserved for use by, the Corporation in an amount up to $100,000 to pay dissolution expenses and less any other interest released
to, or reserved for use by, the Corporation to pay franchise and income taxes, by (B) the total number of then outstanding Offering Shares,
which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
Notwithstanding
the foregoing or any other provisions of the Articles, in the event that the Corporation has not consummated an initial Business Combination
by January 8, 2024, the Corporation may, without another stockholder vote, elect to extend the Termination Date up to three times, each
by an additional one month, by resolution of the Board if requested by the Sponsor, and upon five business days’ advance notice
prior to the applicable Termination Date (or such shorter notice period as the Board may permit in its sole discretion), provided that
the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit
into the Trust Account for each monthly extension $0.03 for each then-outstanding Offering Share, in exchange for one or more non-interest
bearing, unsecured promissory notes issued by the Corporation to the Lender. If the Corporation completes the Business Combination, it
will, at the option of the Lender, repay the amounts loaned under the promissory note(s) or convert a portion or all of the amounts loaned
under such promissory note(s) into units at a price of $10.00 per unit, which units will be identical to the private placement units
issued to the Sponsor at the time of the Offering. If the Corporation does not complete the Business Combination by the applicable Termination
Date, such promissory notes will be repaid only from funds held outside of the Trust Account.””
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Correction
to the Third Amendment to the Amended and Restated Certificate of Incorporation to be signed by the undersigned in his capacity as Chief
Executive Officer of the Corporation, this 4th day of January, 2024.
|
PHOENIX
BIOTECH ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Chris Ehrlich |
|
Name: |
Chris
Ehrlich |
|
Title: |
Chief
Executive Officer |
3
Exhibit 10.1
AMENDMENT NO. 3
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 3 (this “Amendment”),
dated as of January 3, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Phoenix Biotech Acquisition
Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered
into an Investment Management Trust Agreement dated as of October 5, 2021, as amended by Amendment No. 1 dated December 20, 2022 and Amendment
No. 2 dated July 7, 2023 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement
sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at an special meeting of the Company
held on January 3, 2024, the Company’s stockholders approved (i) a proposal to amend the Company’s amended and restated certificate
of incorporation, as amended by the First Amendment dated December 20, 2022 and the Second Amendment dated July 7, 2023 (the “A&R
COI”) to (a) provide the board of directors of the Company (the “Board”) the right to extend such date by
which the Company has to consummate an initial business combination up to three times for one month each time, from January 8, 2024 to
February 8, 2024, March 8, 2024 or April 8, 2024 (the latest date to which such deadline is extended, the “Later Expiration Date”);
and (ii) a proposal to amend the Trust Agreement to (a) extend the date by which the Company has to consummate a business combination
from January 8, 2024 to the Later Expiration Date, subject to the terms and conditions of the A&R COI, as amended, and (b) allow the
Company to withdraw from the trust account and distribute to the Company the amount of interest earned on the Property to be used for
the payment of any applicable taxes.
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby
amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and
promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf
of the Company by its Chief Executive Officer, President, Chief Financial Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company (and in the case of Exhibit A, signed by the Representative), and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including any amounts representing interest earned on the Trust
Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses
(as applicable) and less any other interest released to, or reserved for use by, the Company to pay franchise and income taxes as provided
in this Agreement only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is
the later of January 8, 2024 or, if the Board elects to extend such date in accordance with the terms and conditions of the Company’s
Amended and Restated Certificate of Incorporation for additional one month periods, to the date to which such deadline is extended, which
shall not be later than April 8, 2024, as applicable; provided that upon each one-month extension of the period of time to consummate
an initial Business Combination, Phoenix Biotech Sponsor, LLC (the “Sponsor”) (or one or more of its affiliates,
members or third-party designees) (the “Lender”) will deposit into the Trust Account for each monthly extension
$0.03 for each then-outstanding share of Common Stock issued in the Offering (each, an “Offering Share”), in
exchange for one or more non-interest bearing, unsecured promissory notes issued by the Corporation to the Lender; and (2) such later
date as may be approved by the Company’s stockholders in accordance with any further amendment of the Company’s Amended and
Restated Certificate of Incorporation (“Termination Date”), if a Termination Letter has not been received by
the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B and the Property in the Trust Account, including any amounts representing interest earned
on the Trust Account, less interest previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution
expenses (as applicable) and less any other interest released to, or reserved for use by, the Company to pay franchise and income taxes,
shall be distributed to the Public Stockholders of record as of such date. If the Company completes the Business Combination (as defined
below), it will, at the option of the Lender, repay the amounts loaned under the promissory note(s) or convert a portion or all of the
amounts loaned under such promissory note(s) into units at a price of $10.00 per unit, which units will be identical to the private placement
units issued to the Sponsor at the time of the Offering. If the Company does not complete the Business Combination by the applicable Termination
Date, such promissory notes will be repaid only from funds held outside of the Trust Account. The Trustee agrees to serve as the paying
agent of record (“Paying Agent”) with respect to any distribution of Property that is to be made to the Public
Stockholders and, in its separate capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public
Stockholders in accordance with the terms of this Agreement and the Company’s Certificate of Incorporation in effect at the time
of such distribution;”
2. Exhibit E of the Trust Agreement is hereby
amended and restated in its entirety as follows:
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Extension Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to paragraphs 1(j) and 1(m) of the Investment
Management Trust Agreement between Phoenix Biotech Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of October 5, 2021, as amended by Amendment No. 1 dated December 20,
2022, Amendment No. 2 dated July 7, 2023 and Amendment No. 3 dated [●], 2024 (“Trust Agreement”), this
is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Business
for an additional one month, from [●], 2024 to [●], 2024 (the “Extension”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
This Extension Letter shall serve as the notice
required with respect to Extension prior to the applicable deadline.
[IF APPLICABLE: In accordance with the terms of
the Trust Agreement, we hereby authorize you to deposit the Extension Fee, which will be wired to you, into the Trust Account investments
upon receipt.]
|
Very truly yours, |
|
|
|
Phoenix Biotech Acquisition Corp. |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
| cc: | Cantor Fitzgerald & Co. |
3. All other provisions of the Trust Agreement
shall remain unaffected by the terms hereof.
4. This Amendment may be signed in any number
of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same
effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed
to be an original signature for purposes of this Amendment.
5. This Amendment is intended to be in full compliance
with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in
fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished
by all parties hereto.
6. This Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction.
[signature page follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment
No. 3 to the Investment Management Trust Agreement as of the date first written above.
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
|
|
|
By: |
/s/ Francis Wolf |
|
Name: |
Francis Wolf |
|
Title: |
Vice President |
|
|
|
PHOENIX BIOTECH ACQUISITION CORP. |
|
|
|
By: |
/s/ Chris Ehrlich |
|
Name: |
Chris Ehrlich |
|
Title: |
Chief Executive Officer |
[Signature Page to Amendment No. 3 to the IMTA]
v3.23.4
Cover
|
Jan. 03, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 03, 2024
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-40877
|
Entity Registrant Name |
PHOENIX BIOTECH ACQUISITION CORP.
|
Entity Central Index Key |
0001870404
|
Entity Tax Identification Number |
87-1088814
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
2201 Broadway
|
Entity Address, Address Line Two |
Suite 705
|
Entity Address, City or Town |
Oakland
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94612
|
City Area Code |
215
|
Local Phone Number |
731-9450
|
Written Communications |
true
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
Title of 12(b) Security |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
|
Trading Symbol |
PBAXU
|
Security Exchange Name |
NASDAQ
|
Class A common stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Class A common stock, par value $0.0001 per share
|
Trading Symbol |
PBAX
|
Security Exchange Name |
NASDAQ
|
Warrants, each whole warrant exercisable for one share of Class A common stock |
|
Title of 12(b) Security |
Warrants, each whole warrant exercisable for one share of Class A common stock
|
Trading Symbol |
PBAXW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PBAX_UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PBAX_ClassCommonStockParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=PBAX_WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Grafico Azioni Phoenix Biotech Aquisition (NASDAQ:PBAXU)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Phoenix Biotech Aquisition (NASDAQ:PBAXU)
Storico
Da Set 2023 a Set 2024