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July 5, 2023
Chris Ehrlich
Chief Executive Officer
Phoenix Biotech Acquisition Corp.
2201 Broadway, Suite 705
Oakland, CA 94612
Re:Phoenix Biotech Acquisition Corp.
Registration Statement on Form S-4
Filed June 7, 2023
File No. 333-272467
Dear Chris Ehrlich:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please revise your cover page, Q&A, and Summary, as necessary, to include the following
information:
•on December 16, 2022, in connection with PBAX's First Extension proxy, holders of
16,211,702 shares of your Class A common stock exercised their right to redeem
their shares resulting in a payment of $167,693,708 from the trust account;
•any additional redemptions resulting from the Second Extension proxy; and
•a quantification of the total amount of funds available in the trust account as of the
latest practicable date.
2.Please clearly and prominently disclose on the cover page, in the Q&A and in the
Summary that (1) your Sponsor controls, and your CEO beneficially owns, a majority of

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your outstanding shares of common stock; (2) your CEO is the manager of your Sponsor;
(3) your Sponsor has agreed to vote in favor of the Business Combination Proposal and all
other Proposals; and (4) as a result, the Business Combination Proposal and all other
Proposals will be approved regardless of how the Class A stockholders vote.  Please also
revise to discuss the possibility that the Combined Company will be a "controlled
company" under Nasdaq rules and, as a result, may elect not to comply with certain
corporate governance requirements.
3.You disclose that PBAX’s "public stockholders" are expected to hold between 18.7% and
8.1% of the Combined Company's common stock under "no redemptions" and "maximum
redemptions" scenarios.  Please revise your disclosure to separately include the ownership
percentages of the Sponsor, CERo stockholders, and any other significant stockholders of
the Combined Company.  In your revisions, please ensure that the ownership percentages
of the Sponsor and your other stockholders are presented separately.
4.Please revise the cover page and Q&A, where appropriate, to discuss the deficiency notice
received from Nasdaq that is described on page F-40.  In your revisions, please discuss
whether this notice would impact the ability of the Combined Company to list on Nasdaq
and disclose whether the current intentions of the parties are to waive the Nasdaq listing
condition if the stock of the Combined Company is not approved for listing.
Market and Industry Data, page ii
5.We note your statement that you have not independently verified the market and industry
data contained in the proxy statement/prospectus and that your own internal research has
not been verified by any independent source.  These statements may imply an
inappropriate disclaimer of responsibility with respect to such information.  Please either
delete these statements or specifically state that you are liable for such information.
Frequently Used Terms, page v
6.Please revise your definition of the term "Business Combination Consideration" to
quantify the amount and/or value of the consideration, including the Earn-out Shares.
Questions and Answers About the Proposals, page vi
7.Please revise this section as well as the section titled "Summary of the Proxy
Statement/Prospectus," where appropriate, to include a discussion of the Combined
Company's liquidity position following the Business Combination. In your revisions,
please describe and quantify the payments required to be made by the Combined
Company following the Business Combination, including transaction expenses, as well as
any other debt obligations of the Combined Company.  In your discussion, please include
disclosure regarding the Combined Company's liquidity position if the Available Closing
Cash condition is waived.

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 Comapany NamePhoenix Biotech Acquisition Corp.
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Phoenix Biotech Acquisition Corp.
July 5, 2023
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What will CERo stockholders and holders of CERo options receive in the Business
Combination?, page vi
8.Please revise this Q&A to: (1) disclose the "certain trading milestone events" that trigger
the release of the Earnout Shares and (2) explain what would constitute a "change of
control."
Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to
proceed with the Business Combination?, page viii
9.Please revise to explain why RNA Advisors did not evaluate or take into account the
Earn-Out Consideration.  To the extent PBAX instructed RNA Advisors to omit the Earn-
Out Consideration from its analysis as indicated on Annex F-1, please revise to explain
why PBAX gave this instruction.  Please similarly revise, as necessary, the
Summary section and the section entitled "Opinion of the Financial Advisor to the
Board" on page 130 and file a consent from RNA Advisors as an exhibit.  Refer to Rule
436 and Securities Act Section 7.
Will New CERo obtain new financing in connection with the Business Combination and are
there any arrangements. . ., page viii
10.Please revise this Q&A to: (1) clarify that there is currently no new financing currently in
place in connection with the Business Combination that would satisfy the condition that
there be $30 million in Available Closing Cash; (2) clarify that there is no guarantee that
you will obtain this financing; and (3) explain what would happen to the Business
Combination if new financing is not obtained.  Please also reconcile the statement that the
Business Combination Agreement permits the condition that there be least $5,000,001 of
net tangible assets to be waived by PBAX or CERo with the statement on page xii that this
condition cannot be waived.  Ensure that statements about whether this condition is
waivable are consistent throughout the filing.
What happens if a substantial number of stockholders vote in favor of the Business Combination
Proposal and exercise redemption rights?, page xi
11.Please revise your presentation in this Q&A as follows:
•Prior to the presentation of the fully-diluted ownership table, please include an
ownership table that shows ownership of the Combined Company based on the
anticipated number of shares of outstanding New CERo common stock immediately
following the Business Combination, at each of the redemption levels included in
your sensitivity analysis;
•Revise your presentation to avoid commingling shares owned by your Sponsor,
Cantor Fitzgerald or CCM and shares owned by your other stockholders. In that
regard, we note that the "Public Shares" figure appears to include both shares owned
by your Sponsor, Cantor Fitzgerald and CCM as well as shares owned by your other
stockholders;

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Phoenix Biotech Acquisition Corp.
July 5, 2023
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•Revise your fully-diluted ownership table to include the Earnout Shares.
Do the Sponsor or any of PBAX's directors or officers have interests that may conflict with my
interests with respect to the Business. . ., page xiii
12.Please highlight the risk that the Sponsor will benefit from the completion of a Business
Combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.  Similarly,
highlight this risk on pages 8 and 139 in the related sections.
13.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the Sponsor and the Company’s officers and directors. This
could include fiduciary or contractual obligations to other entities as well as any interest
in, or affiliation with, the target company.  In addition, please clarify how the board
considered those conflicts in negotiating and recommending the Business Combination.
In this regard, we note your disclosure on page 129 that Brian Atwood, who has served as
your Chairman since October 2021, previously served as a consultant to CERo.
14.Please quantify the aggregate dollar amount and describe the nature of what the Sponsor
and its affiliates have at risk that depends on completion of a Business Combination.  In
this regard, we note the following payments, which are mentioned on pages 162, 173, and
174, are not mentioned in this section:
•the Sponsor deposited $550,000 to the Trust Account and will have deposited an
additional $150,000 after June 8, 2023 in connection with the extension of the
Business Combination period;
•PBAX entered into a promissory note with the Sponsor for a loan up to $1,500,000
under which there was $650,000 of outstanding borrowings under the working capital
loan arrangement as of March 31, 2023; and
•PBAX paid the spouse of its CEO a monthly consulting fee of $15,000.
Additionally, please file this promissory note and any other written agreement connected
to these events as exhibits to the registration statement or advise.  Refer to Item
601(b)(10)(ii) of Regulation S-K.
Summary of the Proxy Statement/Prospectus
CERo, page 2
15.Please revise your disclosure here and in the first paragraph on page 176 to clarify
whether CERo has submitted an IND application to the FDA for its planned clinical trial
and, if not, whether CERo needs to complete additional preclinical studies before
submitting an IND. To the extent CERo has not submitted an IND, please also briefly
revise further to reflect your disclosure on page 27 that CERo cannot be sure that
submission of an IND will result in the FDA allowing clinical trials to begin.

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 Comapany NamePhoenix Biotech Acquisition Corp.
 July 5, 2023 Page 5
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Chris Ehrlich
Phoenix Biotech Acquisition Corp.
July 5, 2023
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Pro Forma Ownership of New CERo Upon Closing, page 3
16.Please disclose the Sponsor and its affiliates’ total potential ownership interest in the
Combined Company, assuming exercise and conversion of all securities. We further note
your disclosure (i) on the cover page indicating that PBAX's public stockholders are
expected to hold 18.7% of the common stock of New CERo and (ii) on page 241
indicating that the Sponsor will own 45.6% of New CERo, in each case assuming no
redemptions. Please reconcile your disclosure here and throughout the prospectus,
including on page 120, where the public stockholders' and the Sponsor's ownership of
New CERo is discussed. Alternatively, please advise.
Related Agreements
Investor Rights Agreement, page 6
17.Please disclose the number of shares subject to the Investor Rights Agreement and Lock-
up Agreement.  Please also revise to describe the terms of the lock-up arrangements.
Sources and Uses of Funds for the Business Combination, page 13
18.Please revise here and on page 142 to refrain from including the PIPE Investment Amount
in this table until definitive documentation relating to the PIPE Investment is executed.
Please also tell us whether the deferred underwriting commission is included in this table.
To the extent it is not, please tell us why.
New CERo's proposed charter will provide that the Court of Chancery of the State of Delaware
and the federal district courts. . ., page 74
19.Please revise this risk factor to disclose that there is also a risk that your exclusive forum
provision may result in increased costs for investors to bring a claim.  Similarly revise the
choice of forum disclosure on page 258.
Risks Related to PBAX, the Business Combination and Redemptions, page 79
20.Please highlight the material risks to Public Warrant holders, if any, arising from the
differences between the Public Warrants and the Private Placement Warrants.  Clarify
whether recent common stock trading prices exceed the threshold that would allow the
company to redeem Public Warrants. Clearly explain the steps, if any, the company will
take to notify all shareholders, including beneficial owners, regarding when the Warrants
become eligible for redemption.  Please also quantify the value of the Warrants, based on
recent trading prices, that may be retained by redeeming stockholders assuming maximum
redemptions and identify any material resulting risks.
Underwriting Fees as a Percentage of Initial Public Offering Proceeds Net of Redemptions, page
94
21.Revise your disclosure to disclose the effective underwriting fee on a percentage basis for

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July 5, 2023
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shares at each redemption level presented in your sensitivity analysis related to dilution.
Background of the Business Combination, page 120
22.Please disclose what role, if any, your advisor Ryan Gilbert served in the Business
Combination.  Please also clarify what role Launchpad Capital served in the Business
Combination in its role as manager of the Sponsor.
PBAX's Interaction with Intrinsic, page 125
23.Please disclose any material events between October 31, 2022 and December 6, 2022 that
impacted the willingness or ability of the parties to consummate the Intrinsic Business
Combination.  Please also detail the "market conditions" that led to the Termination
Agreement with Intrinsic and disclose whether PBAX paid any fees in connection with
the Termination Agreement.
Engagement with CERo, page 128
24.We note that PBAX's initial draft LOI, sent to CERo on December 14, 2022, included
a minimum cash condition and that the parties have agreed to pursue a PIPE investment in
connection with the Business Combination.  We further note, however, there is no
discussion of what steps, if any, the parties have undertaken to pursue the PIPE
investment and ensure satisfaction of the minimum cash condition.  Please revise to
describe events related to the PIPE investment or advise.
25.Please revise to disclose the qualitative and quantitative analyses conducted by PBAX's
board of directors to determine that CERo's pre-money enterprise value of $50 million
was reasonable. To the extent PBAX's board of directors did not conduct these analyses,
please so state.
Opinion of the Financial Advisor to the Board, page 130
26.We note disclosure on page 131 that, in connection with RNA's review of the Merger and
developing of its opinion, it reviewed certain information, "among other things."  To the
extent not already disclosed, please revise to include all material information used or
relied on by RNA in rendering its fairness opinion.  In this regard, you also state that, in
arriving at its opinion, RNA "discussed CERo’s historical, current and projected
operations, financial condition and prospects with PBAX and CERo[.]"  Please analyze
whether these conversations included projections that are required to be disclosed
pursuant to Item 1015(b)(6) of Regulation M-A and advise.
27.Please disclose whether RNA included any deSPAC'd companies in its public company
market value analysis and, if so, which ones. To the ex