SecProbe.io

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    Goodwin Procter

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

VIA EDGAR

December 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.

    Preliminary Proxy Statement on Schedule 14A

    Filed November 27, 2023

    Amendment No. 2 to Registration Statement on Form S-4

    Filed August 14, 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 a comment from the staff of the SEC (the “Staff”) raised during conversations between members
of the Staff and the undersigned on December 5, 2023 and December 7, 2023 (the “Conversation”), pertaining to the Company’s
above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) and the Registration Statement
on Form S-4 for the Company’s proposed business combination, as amended (the “Registration Statement”).

During the Conversations, you noted the uncertainty
regarding the status of a special purpose acquisition company as an “investment company” under Section 3(a)(1)(A) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), during the period after the 24-month anniversary of
the effectiveness of the registration statement under the Securities Act of 1933, as amended, for its initial public offering and the
completion of its initial business combination. The Company’s initial public offering was completed in October 2021. You requested
that the Company include disclosure in the Proxy Statement and in the next amendment to the Registration Statement indicating how the
funds in the Company’s trust account are invested, whether such investment may result in the Company being deemed an “investment
company” under the Investment Company Act and the consequences of being deemed an “investment company”, including the
potential early liquidation of the trust account, dissolution of the Company and expiration of the Company’s outstanding warrants
as worthless. We have confirmed with the Company that the funds in the trust account are invested in money market funds that invest in
government securities. Accordingly, we propose to add the following disclosure to the Proxy Statement and Registration Statement, with
certain revisions from the version that we sent to you on December 6, 2023, reflecting our Conversation on December 7, 2023:

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

December 8, 2023

Page 2

As of November 24, 2023, there was approximately
$8.4 million of funds held in the Trust Account. The funds held in the Trust Account are held in money market funds that invest in U.S.
Treasury securities. There is uncertainty under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
whether certain special purpose acquisition companies, or “SPACs,” with trust account assets held in securities would fall
under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act. Section 3(a)(1)(A)
of the Investment Company Act provides that an “investment company” includes any issuer that “is or holds itself out
as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities.”
Although the Company believes that it does not meet the definition of “investment company” because it does not hold itself
out as an investment company, there is substantial uncertainty as to whether the Company’s investment of the funds held in the Trust
Account may be deemed to cause the Company to “engage primarily, in the business of investing” in securities. The registration
statement for the Company’s initial public offering became effective on October 5, 2021. Accordingly, the funds held in the Trust
Account have been invested by the Company in cash or various securities from time to time during the past 26 months, including the current
investment thereof in money market funds that invest in U.S. Treasury securities. The risk of being considered to be primarily engaged
in investing in securities may increase as the period of time during which the funds held in the Trust Account are invested in securities
becomes longer. Additionally, the Company does not believe that it is an “investment company” under Section 3(a)(1)(C) of
the Investment Company Act because it does not own “investment securities” having a value exceeding 40% of its total assets.
Rather, the Company has invested the funds held in the Trust Account in money market funds that seek to maintain a stable net asset value
of $1 per share. Although many other SPACs have determined to mitigate the risk of being deemed an “investment company” by
investing the funds held in their trust accounts solely in cash, the Company does not currently intend to withdraw such funds from the
money market funds and reinvest such funds in cash.

Nevertheless, if the Company were to
meet the definition of investment company, the Company would be required to register under Investment Company Act. Registration would
subject the Company to substantial regulation and restrictions with respect to, among other things, its capital structure, management,
operations, transactions and portfolio composition.  The Company would also be subject to significant compliance and disclosure requirements.
 This would adversely impact its ability to operate in accordance with its business plan. If, as a result of such challenges,
the Company were to abandon its efforts to complete the Business Combination, the Company would be required to redeem the public shares,
liquidate the Trust Account and dissolve. Such liquidation and dissolution would cause the holders of public shares to lose the investment
opportunity associated with an investment in the combined company, including any potential price appreciation of its securities. Upon
such dissolution, the warrants would expire worthless.

The Company proposes to add the above disclosure
in the Proxy Statement in the following locations:

(i) The Chairman’s letter following
the paragraph beginning with the sentence, “For illustrative purposes, based on funds in the Trust Account of approximately $8.4 million
on November 24, 2023, the estimated per-share conversion price would have been approximately $10.95.”

(ii) On page 16 following the paragraph,
“The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account
following the redemption, and the amount remaining in the Trust Account may be significantly reduced from the approximately $8.4 million
that was in the Trust Account as of November 24, 2023”; and

(iii) On page 30 following the paragraph
beginning with the sentence, “As of November 24, 2023, there was approximately $8.4 million in the Trust Account.”

The Company intends to make parallel additions
of such disclosure to the Registration Statement in the next amendment thereto, including in the section of the Registration Statement
captioned “Risk Factors”.

*****

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

December 8, 2023

Page 3

Please contact the undersigned at (212) 459-7203
or via email at jletalien@goodwinlaw.com if you have any questions with respect to the foregoing.

    Very truly yours,

    /s/ Jeffrey A. Letalien

    Jeffrey A. Letalien

    Goodwin Procter LLP

    cc:
    Chris Ehrlich, Phoenix Biotech Acquisition Corp.

    Stephen M. Davis, Goodwin Procter LLP

    Adam C. Berkaw, Ellenoff Grossman & Schole LLP