SEC Comment Letter 0000000000-23-009359 to CERO THERAPEUTICS HOLDINGS, INC. (CERO)
CERO THERAPEUTICS HOLDINGS, INC.
Date: Aug. 24, 2023 · CIK: 0001870404 · Accession: 0000000000-23-009359
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272467
Letter
United States securities and exchange commission logo August 24, 2023 Chris Ehrlich Chief Executive Officer Phoenix Biotech Acquisition Corp. 2201 Broadway, Suite 705 Oakland, CA 94612 Re:Phoenix Biotech Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed August 14, 2023 File No. 333-272467 Dear Chris Ehrlich: We have reviewed your amended registration statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 2, 2023 letter. Amendment No. 2 to Registration Statement on Form S-4 Sources and Uses of Funds for the Business Combination, page 16 1.We note your response to prior comment 8 and re-issue in part. We note the “Total Sources” and “Total Uses” figures in each column are not aligned. Please align these figures or advise. You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at 202-551-3616 if you have questions regarding comments on the financial statements and related matters. Please contact Dillon Hagius at 202-551-7967 or Alan Campbell at 202-551-4224 with any other questions.
FirstName LastNameChris Ehrlich Comapany NamePhoenix Biotech Acquisition Corp. August 24, 2023 Page 2 FirstName LastName Chris Ehrlich Phoenix Biotech Acquisition Corp. August 24, 2023 Page 2 Sincerely, Division of Corporation Finance Office of Life Sciences cc: Stephen M. Davis
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United States securities and exchange commission logo
August 24, 2023
Chris Ehrlich
Chief Executive Officer
Phoenix Biotech Acquisition Corp.
2201 Broadway, Suite 705
Oakland, CA 94612
Re:Phoenix Biotech Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 14, 2023
File No. 333-272467
Dear Chris Ehrlich:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 2, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Sources and Uses of Funds for the Business Combination, page 16
1.We note your response to prior comment 8 and re-issue in part. We note the “Total
Sources” and “Total Uses” figures in each column are not aligned. Please align these
figures or advise.
You may contact Ibolya Ignat at 202-551-3636 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Alan Campbell at 202-551-4224 with any other
questions.
FirstName LastNameChris Ehrlich
Comapany NamePhoenix Biotech Acquisition Corp.
August 24, 2023 Page 2
FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
August 24, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Stephen M. Davis