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    Goodwin
    Procter

    The New
    York Times Building

    620 Eighth
    Avenue

    New York,
    NY 10018

VIA
EDGAR

August 11, 2023

United States Securities and Exchange Commission

Division
of Corporation Finance

Office of
Life Sciences

100 F Street,
N.E.

Washington,
D.C. 20549-3628

Attention:
Ibolya Ignat, Lynn Dicker, Dillon Hagius and Alan Campbell

 Re: Phoenix
                                            Biotech Acquisition Corp.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
July 19, 2023

File
No. 333-272467

Ladies
and Gentlemen,

On
behalf of Phoenix Biotech Acquisition Corp. (the “Company”), we are submitting this letter to the Securities and Exchange
Commission (the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”),
dated August 2, 2023 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 1 to
Registration Statement on Form S-4 (the “Amendment No. 1”). In connection with such responses, the Company is concurrently
filing Amendment No. 2 to the Registration Statement (the “Amendment No. 2”).

For
your convenience, the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses
on behalf of the Company. Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amendment
No. 2, and page references otherwise correspond to the page numbers in the Amendment No. 1. Capitalized terms used in this letter but
otherwise not defined herein shall have the meanings set forth in the Amendment No. 2.

Amendment
No. 1 to Registration Statement on Form S-4

Cover
Page

 1. Please
                                            disclose the total percentage of Public Shares that were redeemed in connection with the
                                            shareholder votes connected to the First Extension and Second Extension.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page and pages x, 1, 133,
134, 170 and 180 of the Amendment No. 2 in response to the Staff’s comment.

U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Office of
Life Sciences

August 11,
2023

Page 2

Market
and Industry Data, page ii

 2. We
                                            note your revisions made in response to prior comment 5 and note that you have retained the
                                            statement that your internal research has not been verified by any independent source and
                                            included a statement that the information in the proxy statement/prospectus “cannot
                                            always be verified with complete certainty.” Please revise your disclosure to clarify
                                            you are liable for such information appearing in the proxy statement/prospectus.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page ii of the Amended Registration
Statement in response to the Staff’s comment.

Questions
and Answers About the Proposals, page vii

 3. We
                                            note your response to comment 4 and re-issue in part. Please include a Q&A discussing
                                            the Nasdaq deficiency notice and disclose whether the parties currently intend to waive the
                                            Nasdaq listing condition if the stock of the Combined Company is not approved for listing.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page xiv of the Amendment No. 2 in
response to the Staff’s comment.

What
will CERo stockholders and holders of CERo options and CERo warrants receive in the Business Combination?, page vii

 4. We
                                            note your response to comment 6 and re-issue. Please revise your definition of the term “Business
                                            Combination Consideration” to quantify the amount and/or value of the consideration,
                                            including the Earnout Shares.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages viii and 155 of the Amendment
No. 2 in response to the Staff’s comment. The Company has included the automatic conversion of the CERo Bridge Notes in all instances
of the disclosure (first instance page 3 of Prospectus/Proxy) listing in paragraph of tabular form, how each individual CERo security
and debt instrument will be handled on consummation of the transaction.

What
happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?, page
xv

 5. We
                                            note your response to comment 11. Please revise your presentation in this Q&A as follows:

 ● aggregate
                                            the total number of shares owned by the Sponsor onto one line;

 ● ensure
                                            that your percentages are correct, in this regard, we note that footnote (1) to the table
                                            states the maximum redemption scenario assumes that 1,288,298 shares of Class A common stock,
                                            “which represents approximately 59% of PBAX’s currently outstanding Class A common stock”
                                            are redeemed, but your disclosure on the cover page indicates the Sponsor holds approximately
                                            73.6% of the outstanding shares of Class A common stock;

 ● identify
                                            the advisor and the underwriter that purchased the private placement shares; and

 ● update
                                            the Trust Account’s value as of the latest practicable date.

 U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Office of
Life Sciences

August 11,
2023

Page 3

As
to the last bullet point, please ensure the Trust Account’s value is updated throughout the filing.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page and pages xiii, xvii,
xviii, xix, xxi, 13, 133, 147,170, and 180 of the Amendment No. 2 in response to the Staff’s comment.

Summary
of the Proxy Statement/Prospectus, page 1

 6. We
                                            note your response to comment 7. In addition to the Q&A on page x, please include a discussion
                                            of the Combined Company’s liquidity position following the Business Combination in
                                            the Summary of the Proxy Statement/Prospectus. 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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the sources and use disclosure on pages x, xi, 5, 6,
17, 21, 35, 94, 100, 149 and 252 of the Amendment No. 2 in response to the Staff’s comment.

Pro
Forma Ownership of New CERo Upon Closing, page 4

 7. We
                                            note your response to comment 16. Please clarify whether the Sponsor’s total potential ownership
                                            interest in the Combined Company includes affiliates of the Sponsor.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Sponsor’s total potential ownership
reflects shares held directly by the Sponsor and that it is not aware of any affiliates of the Sponsor owning shares of the Company.

Sources
and Uses of Funds for the Business Combination, page 15

 8. We
                                            note your response to prior comment 18. We further note that the “Total Sources”
                                            and “Total Uses” figures for each column in the table appearing here and on page
                                            148 do not appear to be the same. Please revise your disclosure accordingly. To the extent
                                            that New CERo will have outstanding debt following the Business Combination (assuming that
                                            a PIPE financing is not consummated and the parties waive the Available Closing Cash condition),
                                            please revise your disclosure here, in the liquidity discussion, and in the Q&A accordingly.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 5, 6, 16, 17 and 149 of the Amendment
No. 2 in response to the Staff’s comment.

 U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Office of
Life Sciences

August 11,
2023

Page 4

Consideration
to CERo’s Stockholders, page 124

 9. Your
                                            disclosure throughout the filing indicates that the calculation of the Exchange Ratio is
                                            described on page 124 of the prospectus, but we are unable to locate the calculation on page
                                            124. Please revise your disclosure or advise. Please also disclose the Exchange Ratio as
                                            of the latest practicable date.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 155 of the Amendment No. 2 in
response to the Staff’s comment.

Background
of the Business Combination

Overview,
page 126

 10. We
                                            note your disclosure here that Launchpad Capital is the manager of the Sponsor. Your disclosure
                                            elsewhere through the prospectus, including on the cover page, indicates that Chris Ehrlich
                                            is the manager of the Sponsor. Please reconcile your disclosure here and throughout, as necessary,
                                            to clarify who manages and owns your Sponsor.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 127 of the Amendment No. 2 in
response to the Staff’s comment.

PBAX’s
Interaction with Intrinsic, page 131

 11. We
                                            note your response to comment 23 and re-issue in part. 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, or affirmatively disclose the
                                            lack thereof, and disclose whether PBAX paid any fees in connection with the Termination
                                            Agreement.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 133 of the Amendment No. 2 in
response to the Staff’s comment.

Engagement
with CERo, page 133

 12. We
                                            note your response to comment 13. Please specifically identify the members of the Special
                                            Committee.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 136 of the Amendment No. 2 in
response to the Staff’s comment.

 U.S. Securities
and Exchange Commission

Division
of Corporation Finance

Office of
Life Sciences

August 11,
2023

Page 5

 13. We
                                            note your response to comment 25 and revised disclosure. Please disclose the valuation ascribed
                                            to CERo in the most recent round of private investment prior to PBAX and CERo beginning negotiations
                                            regarding the Business Combination and the date of that valuation.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 134
of the Amendment No. 2 in response to the Staff’s comment.

 14. We
                                            note your inclusion of the Reallocation Shares in this amendment. Please revise this section
                                            to describe how these shares became part of the Business Combination transaction.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that PBAX and CERo have agreed to the terms of
the Reallocation Shares pursuant to a non-binding letter of intent, but that the allocation of the Reallocation Shares depends upon negotiations
with sources of financing and non-redemptions and, accordingly, has not yet been determined. The Company will update such disclosure
when the terms of the Reallocation Shares are determined.

Opinion
of the Financial Advisor to the Board, page 136

 15. We
                                            note your response to comment 27. In the filing itself, please disclose whether RNA included
                                            any deSPAC’d companies in its public company market value analysis. To the extent RNA
                                            did not include any deSPAC’d companies in this analysis, please explain why.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 140, 141 and 142 of the Amendment
No. 2 in response to the Staff’s comment.

Licensing
transactions, page 141

 16. We
                                            note your response to comment 29. Please revise the filing to explain why RNA estimated the
                                            gross-up factor by assessing the deal terms from the Bristol Myers Squibb—Century Therapeutics
                                            licensing transaction from January 2022.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 142 of the Amendment No. 2 in
response to the Staff’s comment.

Anticipated
Accounting Treatment of the Business Combination, page 150

 17. We
                                            acknowledge your response to prior comment 33. It appears your conclusion that the Business
                                            Combination is to be viewed as an asset acquisition with PBAX as the accounting acquirer
                                            does not fully take into account that CERo Therapeutics, Inc. (CERo)’s operations prior
                                            to the Business Combination will comprise the ongoing operations of New CERo and item #3
                                            listed in the table on page 12 of your response. In addition to these factors, the facts
                                            that CERo’s current auditor will be the independent auditor of the Combined Company and that
                                            the corporate headquarters and principal executive offices of New CERo w