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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):
February 13, 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
Amendment to the Business Combination
As previously
disclosed, on June 4, 2023, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”),
entered into a business combination agreement and plan of reorganization, as amended by Amendment No. 1, dated as of February 5,
2024 (as may be amended or supplemented from time to time, the “Business Combination
Agreement”), with PBCE Merger Sub, Inc., a Delaware corporation (“Merger
Sub”) and CERo Therapeutics, Inc., a Delaware corporation (“CERo”),
pursuant to which Merger Sub will merge with and into CERo, with CERo surviving as a wholly-owned subsidiary of the Company (the “Business
Combination”).
On February 13, 2024, the parties
to the Business Combination Agreement entered into Amendment No. 2 to the Business Combination Agreement (the “Second BCA Amendment”)
to create two additional pools of earnout shares of common stock, par value $0.0001 per share (“Common Stock”), one
pool of which will contain 875,000 shares, which will be fully vested at closing of the Business Combination and which are being issued
as an offset to the agreement by Phoenix Biotech Sponsor, LLC to forfeit an offsetting number of shares, and one pool of which will contain
1,000,000 shares, which will be fully vested upon the achievement of certain regulatory milestone-based earnout targets and make certain
other technical changes to the timing and process for issuance of the 1,200,000 shares of Common Stock subject to the other earn-out conditions
set forth in the Business Combination Agreement.
The foregoing description of the Second BCA Amendment
does not purport to be complete and is subject to, and qualified in its entirety by reference to the Second BCA Amendment, a copy of which
is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
* | Filed herewith. |
+ | Indicates management contract or compensatory plan. |
Additional Information about the Business Combination and Where
to Find It
In connection with the
proposed business combination by and between the Company, CERo Therapeutics, Inc. CERo and Merger Sub, the Company has filed with the
SEC a Registration Statement on Form S-4 (the “Registration Statement”), which includes a definitive proxy statement and a
final prospectus relating to the shares of Company common stock to be issued in connection with the proposed business combination. This
communication is not a substitute for the definitive proxy statement/final prospectus, the prospectus supplement or any other document
that the Company has filed or will file with the SEC or send to its stockholders in connection with the proposed business combination.
This document does not contain all the information that should be considered concerning the proposed business combination and is not intended
to form the basis for any investment decision or any other decision in respect of the proposed business combination.
BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, THE COMPANY’S STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS
COMBINATION OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE
PROPOSED BUSINESS COMBINATION.
The definitive proxy
statement/final prospectus was mailed to stockholders of the Company as of January 22, 2024. Additionally, the Company will file other
relevant materials with the SEC in connection with the proposed business combination. Copies of the Registration Statement, the definitive
proxy statement/final prospectus and all other relevant materials for the proposed business combination filed or that will be filed with
the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by the
Company may be obtained free of charge from the Company at www.phoenixbiotechacquisitioncorp.com. The Company stockholders
may also obtain copies of the definitive proxy statement/final prospectus without charge, by directing a request to the Company’s
Secretary at Phoenix Biotech Acquisition Corp., 2201 Broadway, Suite 705, Oakland, CA 94612, Attention: Secretary.
No Offer or Solicitation
This communication is
for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed business combination will be implemented
solely pursuant to the Business Combination Agreement previously filed with the SEC, which contains the full terms and conditions of the
proposed business combination. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Participants in Solicitation
This communication may
be deemed solicitation material in respect of the proposed business combination. The Company and CERo and their respective directors and
executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders
in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the
names and interests in the proposed business combination of the Company’s directors and officers in the Company’s filings
with the SEC, including the Company’s initial public offering prospectus, which was filed with the SEC on October 8, 2021, and the
Company’s subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q. To the extent that holdings of the Company’s
securities by insiders have changed from the amounts reported therein, any such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies to the Company’s stockholders in connection with the business combination is included in the preliminary
proxy statement/prospectus and will be included in the definitive proxy statement/prospectus relating to the proposed business combination
when it becomes available. You may obtain free copies of these documents, when available, as described in the preceding paragraphs.
Forward-Looking Statements
All statements other
than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally
be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that
predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for
future operations including as they relate to the proposed business combination and related transactions, pricing and market opportunity,
the satisfaction of closing conditions to the proposed business combination and related transactions, the level of redemptions by the
Company’s public stockholders and the timing of the completion of the proposed business combination, including the anticipated closing
date of the proposed business combination and the use of the cash proceeds therefrom. These statements are based on various assumptions,
whether or not identified in this communication, and on the current expectations of CERo’s and the Company’s management and
are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences
may be material. Many actual events and circumstances are beyond the control of CERo and the Company.
These forward-looking
statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial,
political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed business combination,
including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the
stockholders of the Company is not obtained; (iii) the ability to maintain the listing of the combined company’s securities on the
stock exchange; (iv) the inability to complete any private placement financing, the amount of any private placement financing or the completion
of any private placement financing with terms unfavorable to you; (v) the risk that the proposed business combination disrupts current
plans and operations of the Company or CERo as a result of the announcement and consummation of the proposed business combination and
related transactions; (vi) the risk that any of the conditions to closing of the business combination are not satisfied in the anticipated
manner or on the anticipated timeline or are waived by any of the parties thereto; (vii) the failure to realize the anticipated benefits
of the proposed business combination and related transactions; (viii) risks relating to the uncertainty of the costs related to the proposed
business combination; (ix) risks related to the rollout of CERo’s business strategy and the timing of expected business milestones;
(x) the effects of competition on CERo’s future business and the ability of the combined company to grow and manage growth, establish
and maintain relationships with customers and healthcare professionals and retain its management and key employees; (xi) risks related
to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict and the Israel-Palestine
conflict; (xii) the outcome of any legal proceedings that may be instituted against the Company, CERo or any of their respective directors
or officers, following the announcement of the proposed business combination; (xiii) the amount of redemption requests made by the Company’s
public stockholders; (xiv) the ability of the Company to issue equity, if any, in connection with the proposed business combination or
to otherwise obtain financing in the future; (xv) the impact of the global COVID-19 pandemic and governmental responses on any of the
foregoing risks; (xvi) risks related to biotechnology, industry and regulations; (xvii) changes in laws and regulations; and (xviii) those
factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Quarterly Reports on
Form 10-Q for each of the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, in each case, under the heading “Risk
Factors,” and other documents of the Company filed or to be filed with the SEC, including the proxy statement/prospectus. If any
of these risks materialize or the Company’s or CERo’s assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor CERo presently
know or that the Company and CERo currently believe are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and CERo’s expectations,
plans or forecasts of future events and views as of the date of this communication. The Company, and CERo anticipate that subsequent events
and developments will cause the Company’s and CERo’s assessments to change. However, while the Company and CERo may elect
to update these forward-looking statements at some point in the future, each of the Company and CERo specifically disclaim any obligation
to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing the Company’s
and CERo’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
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: February 14, 2024
Exhibit 2.1
SECOND AMENDMENT TO BUSINESS
COMBINATION AGREEMENT AND PLAN OF REORGANIZATION
This SECOND AMENDMENT TO BUSINESS
COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February 13, 2024 by and
among Phoenix Biotech Acquisition Corp., a Delaware corporation (“SPAC”), PBCE Merger Sub, Inc., a Delaware corporation and
wholly-owned direct subsidiary of SPAC (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (the “Company”).
Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Agreement (as defined below).
WHEREAS, the parties hereto
entered into that certain Business Combination Agreement and Plan of Reorganization, dated as of June 4, 2023, as previously amended (the
“Agreement”);
WHEREAS, the parties desire
to, amongst other things, modify the Equity Value for the Company;
WHEREAS, the parties desire
to, amongst other things, modify the terms set forth in Section 2.1(a)(ix) of the Agreement with respect to the Company Stockholders Earn-Out
Consideration;
WHEREAS, in accordance with
Section 8.3 of the Agreement, the parties desire to amend the Agreement upon the terms and subject to the conditions set forth in this
Amendment.
NOW, THEREFORE, in consideration
of the foregoing and the respective agreements set forth herein, and intending to be legally bound hereby, SPAC, Merger Sub and the Company
agree as follows:
| 1. | Amendments to Agreement. |
| a. | A new definition of “Earn-Out Allocation Schedule” set forth in Section 1.1 is as follows: |
“Earn-Out Allocation Schedule”
means the schedule set forth on Schedule 2.1(a)(ix).
| b. | The definition of “Earn-Out Participant” set forth in Section 1.1 is hereby amended
and restated in its entirety as follows: |
“Earn-Out Participant”
means each of the parties set forth on the Earn-Out Allocation Schedule.
| c. | The definition of “Earn-Out Pro Rata Portion” is hereby deleted. |
| d. | Section 2.1(a)(ix) of the Agreement is hereby amended and restated in its entirety as follows: |
“On the Closing Date, SPAC shall
issue an additional 3,075,000 shares of Class A Common Stock (the “Company Stockholders Earn-Out Consideration”) in
accordance with Earn-Out Allocation Schedule. The Company Stockholders Earn-Out Consideration shall be subject to the following vesting
requirements and subject to forfeiture in the event such vesting requirements are not satisfied during the Earn-Out Period (as defined
below). Prior to vesting, all shares of Common Stock constituting the Company Stockholders Earn-Out Consideration shall bear a restrictive
legend, noting they are subject to forfeiture to SPAC in the event that vesting requirements are not satisfied.”
Following the Closing, in addition
to the consideration to be received pursuant to the terms of this Agreement, if, at any time during the period following the Closing and
expiring on the fourth anniversary of the Closing Date (the “Earn-Out Period”),
(i)
the VWAP of the shares of the Class A Common Stock equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable
New CERo Series A Conversion Price, for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “First
Level Earn-Out Target”), then as soon as possible and in any event within ten (10) Business Days following the achievement of
the First Level Earn-Out Target, 500,000 shares of Class A Common Stock constituting the Company Stockholders Earn-Out Consideration shall
vest, in an amount of shares set forth on the Earn-Out Allocation Schedule;
(ii) the VWAP of
the shares of the Class A Common Stock equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable New CERo Series A
Conversion Price, for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Second Level
Earn-Out Target”), then as soon as possible and in any event within ten (10) Business Days following the achievement of the
Second Level Earn-Out Target, 500,000 shares of the Company Stockholders Earn-Out Consideration shall vest, in an amount of shares set
forth on the Earn-Out Allocation Schedule,
(iii)
a definitive agreement with respect to a Change of Control is entered into (the “Third Level Earn-Out Target”), then
as soon as possible and in any event within ten (10) Business Days following the achievement of the Third Level Earn-Out Target, 200,000
shares of the Company Stockholders Earn-Out Consideration shall vest, in an amount of shares set forth on the Earn-Out Allocation
Schedule,
(iv)
the Company submits an Investigational New Drug (IND) application to the FDA (the “IND Earn-Out Target”), then as soon
as possible and in any event within ten (10) Business Days following the achievement of the IND Earn-Out Target, 1,000,000 shares of the
Company Stockholders Earn-Out Consideration shall vest, in an amount of shares set forth on the Earn-Out Allocation Schedule, and
(v) upon
the Closing (the “Closing Earnout Target” and, together with the First Level Earn-Out Target, Second Level Earn-Out
Target and Third Level Earn-Out Target, collectively, the “Earn-Out Targets”), 875,000 of the Company Stockholders
Earn-Out Consideration shall vest, in an amount of shares set forth on the Earn-Out Allocation Schedule.
Notwithstanding
the foregoing, none of the Company Stockholders Earn-Out Consideration issued pursuant to this Section 2.1(a)(ix) shall be released to
any Earn-Out Participant who is required to file a notification pursuant to the HSR Act or under any applicable Antitrust Laws until any
applicable waiting period pursuant to the HSR Act or applicable Antitrust Laws has expired or been terminated. Prior to the release of
any Company Stockholders Earn-Out Consideration to the Earn-Out Participants, if applicable, SPAC will determine (a) any such Earn-Out
Participant that is required to make a filing pursuant to the HSR Act or applicable Antitrust Laws and (b) the expiration or termination
of the applicable waiting period pursuant to the HSR Act or applicable Antitrust Laws and, as soon as possible and in any event within
ten (10) Business Days of such expiration or termination, the applicable Company Stockholders Earn-Out Consideration shall be released
to such Earn-Out Participant. In the event that any mandatory consent, clearance, approval or expiration or termination of any mandatory
waiting period under Antitrust Laws is not received or satisfied in respect of an applicable Earn-Out Participant (who was required to
submit an antitrust filing in accordance with this Section 2.1(a)(ix)), SPAC and the Company Stockholder shall use their reasonable best
efforts to agree on a structure (or other solution) (such as the implication of “voting cutbacks” or other similar solutions)
so as to mitigate the requirement for such Earn-Out Participant to make a filing pursuant to the HSR or applicable Antitrust Laws (but
which shall not, for the avoidance of doubt, require any such party to divest of any asset or accept any other conditions of approval
or consent of a Governmental Entity other than in their absolute discretion). In lieu of such parties being able to agree on any such
solution, SPAC shall, subject always to (x) any covenants or restrictions placed on SPAC (and its Subsidiaries at such time) by any of
SPAC’s (or its Subsidiaries’) financing agreements, (y) SPAC having available cash on hand to satisfy such payment, and (z)
the sole and absolute discretion of SPAC’s board of directors, pay an amount to such Earn-Out Participant in lieu of the release
to such Earn-Out Participant that Earn-Out Participant’s portion of the Company Stockholders Earn-Out Consideration equal to the
Earn-Out Participant’s portion of the Company Stockholders Earn-Out Consideration that such Earn-Out Participant would otherwise
have been entitled. For the avoidance of doubt, the First Level Earn-Out Target, the Second Level Earn-Out Target and the Third Level
Earn-Out Target may all be satisfied over the same period of Trading Days or any other periods that have overlapping Trading Days, and
if each Earn-Out Target is separately met (i) the Company Stockholders Earn-Out Consideration in connection with each such Earn-Out Target
shall be earned and no longer subject to the restrictions set forth in this Section 2.1(a)(ix). If any Earn-Out Target shall not be satisfied
during the Earn-Out Period, the obligations in this Section 2.1(a)(ix) with respect to such Earn-Out Target shall terminate and no longer
apply. The Company Stockholders Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect
of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares
of Class A Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with
respect to shares of Class A Common Stock, occurring on or after the date hereof and prior to the time any such Company Stockholders Earn-Out
Consideration is delivered to the Earn-Out Participants, if any. The Parties agree that, for U.S. federal income and applicable state
and local Tax purposes, (1) the Company Stockholders Earn-Out Consideration shall be treated as owned by the Earn-Out Participants to
whom such Company Stockholders Earn-Out Consideration would be released had each Earn-Out Target been achieved, (2) no portion of the
Company Stockholders Earn-Out Consideration shall be treated as imputed interest, and (3) the escrow of the Company Stockholders Earn-Out
Consideration is intended to comply with, and shall be effected in accordance with, Rev. Proc. 84-42, § 2.02, 1984-1 C.B. 521 (collectively,
the “Earn-Out Consideration Tax Treatment”), and the Parties shall file all Tax Returns consistent with, and take no
position inconsistent with (whether in audits, Tax Returns or otherwise), the Earn-Out Consideration Tax Treatment unless otherwise required
by a final “determination” within the meaning of Section 1313(a) of the Code. Without limiting the foregoing, the Company
Stockholders Earn-Out Consideration shall be shown as issued and outstanding on SPAC’s financial statements, shall be legally outstanding
under applicable state law as of the Effective Time, and subject to the limitations contemplated herein the Earn-Out Participants shall
have all of the rights of a stockholder with respect to the Company Stockholders Earn-Out Consideration, including the right to receive
dividends currently and to vote such shares.
| e. | Schedule 2.1(a)(ix) (the “Earn-Out Allocation
Schedule”) shall be as attached to this Amendment. |
| a. | No Further Amendment. The parties hereto agree that all other provisions of the Agreement shall,
subject to the amendment set forth in Section 1 of this Amendment, continue unmodified, in full force and effect and constitute
legal and binding obligations of the parties in accordance with their terms. This Amendment is limited precisely as written and shall
not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment
shall form an integral and inseparable part of the Agreement. From and after the date of this Amendment, each reference in the Agreement
to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the Agreement
in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than as otherwise
expressly provided) will be deemed to mean the Agreement, as amended by this Amendment, whether or not this Amendment is expressly referenced. |
| b. | Other Terms. The provisions of Section 8 of the Agreement are incorporated herein by reference
and shall apply to the terms and provisions of this Amendment and the parties hereto, mutatis mutandis. |
[Signature Pages Follow]
IN WITNESS WHEREOF, this Second
Amendment to Business Combination Agreement and Plan of Reorganization has been executed on behalf of the parties as of the date first
stated above.
|
PHOENIX BIOTECH ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Chris Ehrlich |
|
Name: |
Chris Ehrlich |
|
Title: |
Chief Executive Officer |
|
|
|
|
PBCE MERGER SUB, INC. |
|
|
|
By: |
/s/ Chris Ehrlich |
|
Name: |
Chris Ehrlich |
|
Title: |
President |
|
|
|
CERO THERAPEUTICS, INC. |
|
|
|
|
By: |
/s/ Daniel Corey |
|
Name: |
Dr. Daniel Corey |
|
Title: |
Chief Executive Officer |
Schedule 2.1(a)(ix)
5
v3.24.0.1
Cover
|
Feb. 13, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 13, 2024
|
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
|
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Grafico Azioni Phoenix Biotech Aquisition (NASDAQ:PBAXU)
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Grafico Azioni Phoenix Biotech Aquisition (NASDAQ:PBAXU)
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