SecProbe.io

CORRESP
 1
 filename1.htm

 CERo Therapeutics Holdings, Inc.

 201 Haskins Way, Suite 230

 South San Francisco, CA 94080

 August 14, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: CERo Therapeutics Holdings, Inc.

 Acceleration Request for Registration Statement
on Form S-3

 File No. 333-289459

 Requested Date: August 15, 2025

 Requested Time: 4:00 p.m. Eastern Time

 Dear Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement
(the " Registration Statement ") be accelerated to August 15, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Goodwin Procter LLP (" Goodwin "), request by telephone that such Registration
Statement be declared effective at some other time.

 Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Stephen Davis at (212) 813-8804. We also respectfully request that a copy
of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be
sent to our counsel, Goodwin, Attention: Stephen Davis, by email at SDavis@goodwinlaw.com.

 If you have any questions regarding this request,
please contact Stephen Davis of Goodwin at (212) 813-8804.

 Sincerely,

 CERo Therapeutics Holdings, Inc.

 /s/ Andrew Kucharchuk

 Chief Financial Officer

 cc: Stephen M. Davis, Esq., Goodwin Procter LLP

 Jeffrey A. Letalien, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Chris Ehrlich
Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080

 Re: CERo Therapeutics Holdings, Inc.
 Registration Statement on Form S-3
 Filed August 11, 2025
 File No. 333-289459
Dear Chris Ehrlich:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeffrey A. Letalien, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CERo Therapeutics Holdings, Inc.

 201 Haskins Way, Suite 230

 South San Francisco, CA 94080

 July 28, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: CERo Therapeutics Holdings, Inc.

 Acceleration Request for Registration Statement
 on Form S-1

 File No. 333-288816

 Requested Date: July 29, 2025

 Requested Time: 4:10 p.m. Eastern Time

 Dear Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement (the
" Registration Statement ") be accelerated to July 29, 2025, at 4:10 p.m., Eastern Time, or as soon thereafter as practicable,
unless we or our outside counsel, Goodwin Procter LLP (" Goodwin "), request by telephone that such Registration Statement
be declared effective at some other time.

 Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Stephen Davis at (212) 813-8804. We also respectfully request that a copy
of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be
sent to our counsel, Goodwin, Attention: Stephen Davis, by email at SDavis@goodwinlaw.com.

 If you have any questions regarding this request, please
contact Stephen Davis of Goodwin at (212) 813-8804.

 Sincerely,

 CERo Therapeutics Holdings, Inc.

 By:
 /s/ Chris Ehrlich

 Chief Executive Officer

 cc: Stephen M. Davis, Esq., Goodwin Procter LLP

 Jeffrey A. Letalien, Esq., Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 25, 2025

Chris Ehrlich
Chief Executive Officer
CERO Therapeutics Holds, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080

 Re: CERO Therapeutics Holds, Inc.
 Registration Statement on Form S-1
 Filed July 21, 2025
 File No. 333-288816
Dear Chris Ehrlich:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Stephen M. Davis, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Chris Ehrlich
Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080

 Re: CERo Therapeutics Holdings, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 25, 2025
Dear Chris Ehrlich:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Jeffrey A. Letalien, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Goodwin Procter LLP
 The New York Times Building
 620 Eighth Avenue
 New York, NY 10018
 goodwinlaw.com
 +1 (212) 813-8800

 May 2, 2025

 BY EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-3628

 Attention:
 Tyler Howes

 Jason Drory

 Re:
 CERo Therapeutics Holdings, Inc.

 Preliminary Proxy Statement on Schedule 14A
 Filed April 25, 2025
 File No. 001-40877

 Ladies and Gentlemen:

 This letter is submitted on behalf of CERo Therapeutics
Holdings, Inc. (the " Company ") in response to comments from the staff of the Division of Corporation Finance
(the " Staff ") of the Securities and Exchange Commission in a letter dated May 1, 2025 (the " Comment
Letter ") with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A filed on April 25, 2025 (the " Proxy
Statement "). The Company is concurrently submitting Amendment No. 1 to the Proxy Statement (" Amendment
No. 1 "), which includes changes in response to certain of the Staff's comments.

 For your convenience, the Staff's numbered
comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise
indicated, page references in the descriptions of the Staff's comments refer to the Registration Statement, and page references
in the responses below refer to Amendment No. 1. Defined terms used herein but not otherwise defined herein have the meanings given to
them in Amendment No. 1.

 The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.

 Preliminary Proxy Statement on Schedule 14A

 Proposal No. 1: Reverse Stock Split Proposal,
page 7

 1. Please revise to disclose the range of the proposed reverse stock split.

 Response : The Company respectfully acknowledges the
Staff's comment and advises the Staff that it has revised Proposal No. 1 in Amendment No. 1 on page 7 and elsewhere throughout
Amendment No. 1 to include the information with respect to the range of the proposed reverse stock split.

 Proposal No. 3: Nasdaq Stock Issuance (Series D) Proposal

 Overview, page 19

 2. We note your disclosure here stating that the Series D Preferred shares will convert into 12,820,513 shares of Common Stock, or
approximately 71.3% of the then-outstanding Common Stock, at an initial conversion price of $0.78 per share. Please revise here to prominently
disclose the significance of the potential dilution and any additional dilution which could occur as a result of the alternate conversion
provision.

 Response : The Company respectfully acknowledges the
Staff's comment and advises the Staff that it has revised the disclosure relating to Proposal No. 3 in Amendment No. 1 on page 19
to add a new subsection titled "Potential Adjustments", which includes information with respect to the potential dilution
pursuant to the alternate conversion provision and other potential adjustments.

 If you have any questions or would like further
information concerning the Company's responses to your Comment Letter, please do not hesitate to contact me at jletalien@goodwinlaw.com
or (212) 459-7203.

 Sincerely,

 /s/ Jeffrey A. Letalien

 Jeffrey A. Letalien

 cc:
 Chris Ehrlich, CERo Therapeutics Holdings, Inc.

 Stephen Davis, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Chris Ehrlich
Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080

 Re: CERo Therapeutics Holdings, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 25, 2025
 File No. 001-40877
Dear Chris Ehrlich:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Proposal No. 1: Reverse Stock Split Proposal, page 7

1. Please revise to disclose the range of the proposed reverse stock split.
Proposal No. 3: Nasdaq Stock Issuance (Series D) Proposal
Overview, page 19

2. We note your disclosure here stating that the Series D Preferred shares
will
 convert into 12,820,513 shares of Common Stock, or approximately 71.3%
of the
 then-outstanding Common Stock, at an initial conversion price of $0.78
per
 share. Please revise here to prominently disclose the significance of
the potential
 dilution and any additional dilution which could occur as a result of
the alternate
 conversion provision.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 May 1, 2025
Page 2

 Please contact Tyler Howes at 202-551-3370 or Jason Drory at
202-551-8342 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Jeffrey A. Letalien, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

February 5, 2025

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: CERo Therapeutics Holdings, Inc.

 Acceleration Request for Registration Statement on Form S-1

 File No. 333-284007

Requested Date: February 5, 2025

Requested Time: 5:00 p.m. Eastern Time

Dear Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to February 5, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration
Statement be declared effective at some other time.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Jeffrey Letalien at (212) 459-7203. We also respectfully request that a
copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement
be sent to our counsel, Goodwin, Attention: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.

If you have any questions regarding this request,
please contact Jeffrey Letalien of Goodwin at (212) 459-7203.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris Ehrlich

    Chief Executive Officer

cc: Stephen M. Davis, Esq., Goodwin Procter LLP

 Jeffrey A. Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

VIA EDGAR

February 3, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

    Re:

    CERo Therapeutics Holdings, Inc.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-284007

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 31, 2025, in which we requested the acceleration
of the effective date of the above-referenced Registration Statement, as amended, to 9:15 a.m., Eastern time, on February 3, 2025 or as
soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-referenced Registration Statement, as amended.

If you have any questions regarding this request,
please contact our counsel Jeffrey Letalien of Goodwin at (212) 459-7203.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris Ehrlich

    Chris Ehrlich

    Chief Executive Officer

    cc:
    Stephen M. Davis, Esq., Goodwin Procter LLP

    Jeffrey Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

January 31, 2025

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  CERo Therapeutics Holdings, Inc.

  Acceleration Request for Registration Statement on Form S-1

  File No. 333-284007

  Requested Date: February 3, 2025

  Requested Time: 9:15 a.m. Eastern Time

Dear Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to February 3, 2025, at 9:15 a.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration
Statement be declared effective at some other time.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Jeffrey Letalien at (212) 459-7203. We also respectfully request that a
copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement
be sent to our counsel, Goodwin, Attention: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.

If you have any questions regarding this request,
please contact Jeffrey Letalien of Goodwin at (212) 459-7203.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris Ehrlich

    Chief Executive Officer

  cc:
  Stephen M. Davis, Esq., Goodwin Procter LLP

  Jeffrey A. Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

VIA EDGAR

January 28, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

    Re:

    CERo Therapeutics Holdings, Inc.

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-284007

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on January 27, 2025, in which we requested the acceleration
of the effective date of the above-referenced Registration Statement, as amended, to 4:00 p.m., Eastern time, on January 28, 2025 or as
soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting
that the Registration Statement be declared effective at that date and time, and we hereby formally withdraw our prior request for acceleration
of the effective date of the above-referenced Registration Statement, as amended.

If you have any questions regarding this request,
please contact our counsel Jeffrey Letalien of Goodwin at (212) 459-7203

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris Ehrlich

    Chris Ehrlich

    Chief Executive Officer

    cc:
    Stephen M. Davis, Esq., Goodwin Procter LLP

    Jeffrey Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

January 27, 2025

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: CERo Therapeutics Holdings, Inc.

Acceleration Request for Registration Statement
on Form S-1

File No. 333-284007

Requested Date: January 28, 2025

Requested Time: 4:00 p.m. Eastern Time

Dear Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to January 28, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration
Statement be declared effective at some other time.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Jeffrey Letalien at (212) 459-7203. We also respectfully request that a
copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement
be sent to our counsel, Goodwin, Attention: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.

If you have any questions regarding this request,
please contact Jeffrey Letalien of Goodwin at (212) 459-7203.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris Ehrlich

    Chief Executive Officer

cc: Stephen M. Davis, Esq., Goodwin Procter LLP

Jeffrey A. Letalien, Esq., Goodwin Procter LLP

January 23, 2025
Brian G. Atwood
Trustee
Atwood-Edminster Trust dtd 4-2-2000
4165 Canyon Road
Lafayette, CA 94549
Re:Atwood-Edminster Trust dtd 4-2-2000
CERo Therapeutics Holdings, Inc.
Schedule 13D Filed by the Atwood-Edminster Trust dtd 4-2-2000 et al.
Filed October 30, 2024
File No. 005-92943
Dear Brian G. Atwood:
            We have conducted a limited review of the above-captioned filing and have the
following comment.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D Filed October 30, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
September 25, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the September 25, 2024 event date, the Schedule 13D submitted
on October 30, 2024 was not timely filed. Please advise us why the Schedule 13D was
not filed within the required five business days after the date of the acquisition.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.

January 23, 2025
Page 2
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

December 26, 2024
Chris Ehrlich
Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed December 23, 2024
File No. 333-284007
Dear Chris Ehrlich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jeffrey A. Letalien

CORRESP
1
filename1.htm

CERo
Therapeutics Holdings, Inc.

201
Haskins Way, Suite 230

South
San Francisco, CA 94080

December
4, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re: CERo
                                            Therapeutics Holdings, Inc.

  Acceleration
                                            Request for Registration Statement on Form S-1

  File
                                            No. 333-283492

  Requested
                                            Date: December 5, 2024

  Requested
                                            Time: 4:30 p.m. Eastern Time

Dear
Ladies and Gentlemen,

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of
the above-referenced registration statement (the “Registration Statement”) be accelerated to December 5, 2024, at
4:30 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”),
request by telephone that such Registration Statement be declared effective at some other time.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin, by calling Jeffrey Letalien at (212)
459-7203. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective
time and date of the Registration Statement be sent to our counsel, Goodwin, Attention: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.

If
you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin at (212) 459-7203.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris
    Ehrlich

    Chief Executive Officer

    cc:
    Stephen M. Davis, Esq., Goodwin
    Procter LLP

    Jeffrey A. Letalien, Esq.,
    Goodwin Procter LLP

December 4, 2024
Andrew Kucharchuk
Chief Financial Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed November 27, 2024
File No. 333-283492
Dear Andrew Kucharchuk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jeffrey A Letalien, Esq.

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

December 4, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: CERo Therapeutics Holdings, Inc.

  Acceleration Request for Registration Statement
on Form S-1

  File No. 333-282755

  Requested Date: December 5, 2024

  Requested Time: 4:30 p.m. Eastern Time

Dear Ladies and Gentleman,

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to December 5, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter
as practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration
Statement be declared effective at some other time.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Jeffrey Letalien at (212) 459-7203. We also respectfully request that a
copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement
be sent to our counsel, Goodwin, Attention: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.

If you have any questions regarding this request,
please contact Jeffrey Letalien of Goodwin at (212) 459-7203.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Chris Ehrlich

    Chief Executive Officer

    cc:
    Stephen M. Davis, Esq., Goodwin Procter LLP

    Jeffrey A. Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

    Goodwin Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 (212) 813-8800

November 22, 2024

BY EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:
    Lauren Hamill

    Chris Edwards

    Re:
    CERo Therapeutics Holdings, Inc.

    Registration Statement on Form S-1

    Filed October 21, 2024

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

    Filed October 22, 2024

    File No. 333-282755

Ladies and Gentlemen:

This letter is submitted on behalf of CERo Therapeutics
Holdings, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission in a letter dated November 4, 2024 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed on October 21, 2024, as amended by
Amendment No. 1 (the “Registration Statement”). The Company is concurrently submitting Amendment No. 2
to the Registration Statement (“Amendment No. 2”), which includes changes in response to certain of the Staff’s
comments.

For your convenience, the Staff’s numbered
comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise
indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the responses below refer to Amendment No. 2. Defined terms used herein but not otherwise defined herein have the meanings given to
them in Amendment No. 2.

The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.

Registration Statement on Form S-1

Cover Page

    1.

    We note your statement on the cover page that you are registering,
    among others, 75,000,000 shares of common stock “issuable” to a service provider. You also reference 75,000,000 shares of
    Common Stock “to be issued” to the service provider in footnote 34 to the Selling Securityholders table. We contrast these
    statements with inconsistent disclosures on pages 6, 9, and 157 that refer to these same shares as “issued”.

 ● Please
revise throughout to clarify whether these 75,000,000 shares of common stock have already been issued to the service provider, or whether
the private placement of such securities is incomplete.

 ● Please
note that a transaction that commenced privately cannot be converted to a registered offering. As applicable, provide your analysis as
to why you believe you are eligible to register the primary issuance of these 75,000,000 shares of common stock, or alternatively, revise
your fee table and registration statement to remove these shares. Refer to Securities Act Sections Compliance and Disclosure Interpretations
Question 134.02.

Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that such shares of common stock have not yet been issued. Accordingly, the Company has revised the disclosure throughout the
Prospectus and in the fee table to remove these shares.

    2.

    We note your disclosure on page 7 that the shares of common stock
    registered for resale under this prospectus, if issued, would exceed the number of shares of common stock currently authorized for issuance.
    You also state that in the event that you obtain the approval of the Reverse Stock Split at an upcoming special stockholders meeting,
    the number of shares registered hereunder will no longer exceed the number of authorized and unissued shares.

 ● Please
confirm that you will not request acceleration of the effective date of this registration statement until you have obtained shareholder
approval such that you have sufficient authorized shares to conduct the offering.

 ● Alternatively,
please reduce the number of shares being registered so as not to exceed the number of currently authorized shares available for issuance.

Response:
In response to Staff’s comment, the Company respectfully advises
the Staff that, following the removal of the 75,000,000 shares referred to in Comment 1 above, the sum of the total number of shares registered
on the Registration Statement and the approximately 298 million fully diluted shares of the Company outstanding (based upon the same assumptions
as to conversion and exercise prices set forth in the Registration Statement) is less than the 1 billion shares authorized under the Company’s
Amended and Restated Certificate of Incorporation. The Company also supplementally advises the Staff that there is overlap between shares
included in the number registered on the Registration Statement and the shares included in the calculation of the fully diluted shares
of the Company outstanding. Furthermore, the Company has revised Amendment No. 2 to remove the references to the number of shares registered
exceeding the number of authorized shares, as well as to disclose that the Company’s stockholders approved a reverse stock split
on November 11, 2024. We supplementally advise the Staff that the Company expects to implement the reverse stock split prior to its Nasdaq
panel hearing scheduled for December 17, 2024, but is observing the trading price of the common stock since the Company’s announcement
on November 15, 2024 of the receipt of clearance from the FDA to commence clinical trials prior to setting and announcing the exact ratio
thereof.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of CERo, page 125

    3.
    Please revise to also include MD&A disclosure for Legacy CERo’s two most recent fiscal years, or otherwise advise. Refer to Item 303(b) of Regulation S-K, and instructions thereto.

Response: The Company respectfully acknowledges the Staff’s comment and advises
the Staff that it has revised the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy
CERo in Amendment No. 2 on page 125 to include the information with respect to the fiscal years ended December 31, 2023 and December
31, 2022. The Company has also added unaudited financial statements and related MD&A for the three and nine months ended September
30, 2024 in Amendment No. 2.

    2

If you have any questions or would like further
information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at jletalien@goodwinlaw.com
or (212) 459-7203.

    Sincerely,

    /s/ Jeffrey A. Letalien

    Jeffrey A. Letalien

    cc:
    Chris Ehrlich, CERo Therapeutics Holdings, Inc.

    Stephen Davis, Goodwin Procter LLP

3

November 4, 2024
Chris Ehrlich
Interim Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed October 21, 2024
Amendment No. 1 to Registration Statement on Form S-1
Filed October 22, 2023
File No. 333-282755
Dear Chris Ehrlich:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
We note your statement on the cover page that you are registering, among others,
75,000,000 shares of common stock "issuable" to a service provider. You also
reference 75,000,000 shares of Common Stock "to be issued" to the service provider
in footnote 34 to the Selling Securityholders table. We contrast these statements
with inconsistent disclosures on pages 6, 9, and 157 that refer to these same shares as
"issued."
•Please revise throughout to clarify whether these 75,000,000 shares of common
stock have already been issued to the service provider, or whether the private
placement of such securities is incomplete.1.

November 4, 2024
Page 2
•Please note that a transaction that commenced privately cannot be converted to a
registered offering. As applicable, provide your analysis as to why you believe
you are eligible to register the primary issuance of these 75,000,000 shares of
common stock, or alternatively, revise your fee table and registration statement to
remove these shares. Refer to Securities Act Sections Compliance and Disclosure
Interpretations Question 134.02.

2.We note your disclosure on page 7 that the shares of common stock registered for
resale under this prospectus, if issued, would exceed the number of shares of common
stock currently authorized for issuance. You also state that in the event that you obtain
the approval of the Reverse Stock Split at an upcoming special stockholders
meeting, the number of shares registered hereunder will no longer exceed the number
of authorized and unissued shares.
•Please confirm that you will not request acceleration of the effective date of
this registration statement until you have obtained shareholder approval such that
you have sufficient authorized shares to conduct the offering.
•Alternatively, please reduce the number of shares being registered so as not to
exceed the number of currently authorized shares available for issuance.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
CERo, page 125
3.Please revise to also include MD&A disclosure for Legacy CERo's two most recent
fiscal years, or otherwise advise. Refer to Item 303(b) of Regulation S-K, and
instructions thereto.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jeffrey Letalien

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

July 3, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: CERo Therapeutics Holdings, Inc.

Acceleration Request for Registration Statement
on Form S-1

File No. 333-279156

Requested Date: July 5, 2024

Requested Time: 4:30 p.m. Eastern Time

Dear Ladies and Gentleman,

Pursuant to Rule 461 under the Securities Act of
1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement
(the “Registration Statement”) be accelerated to July 5, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as
practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration
Statement be declared effective at some other time.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Stephen Davis at (212) 813-8804. We also respectfully request that a copy
of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be
sent to our counsel, Goodwin, Attention: Stephen Davis, by email at SDavis@goodwinlaw.com.

If you have any questions regarding this request,
please contact Stephen Davis of Goodwin at (212) 813-8804.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Brian G. Atwood

    Chief Executive Officer

 cc: Stephen M. Davis, Esq., Goodwin Procter LLP

Jeffrey A. Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

    Goodwin Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 (212) 813-8800

June 27, 2024

BY EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:
    Tamika Sheppard

    Tim Buchmiller

    Re:
    CERo Therapeutics Holdings, Inc.

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

    Filed June 5, 2024

    File No. 333-279156

Ladies and Gentlemen:

This letter is submitted on behalf of CERo Therapeutics
Holdings, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission in a letter dated June 13, 2024 (the “Comment
Letter”) with respect to the above-referenced Amendment No. 1 to the Registration Statement on Form S-1 filed on June 5,
2024 (the “Registration Statement”). The Company is concurrently submitting Amendment No. 2 to the Registration
Statement (“Amendment No. 2”), which includes changes in response to certain of the Staff’s comments.

For your convenience, the Staff’s numbered
comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise
indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the responses below refer to Amendment No. 2. Defined terms used herein but not otherwise defined herein have the meanings given to
them in Amendment No. 2.

The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.

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

Cover Page

 1. With respect to first paragraph, you disclose that this
prospectus relates to the resale of up to 29,393,459 shares of common stock, but the aggregate of the number of shares indicated in clauses
(i) through (vi) does not appear to reconcile to 29,393,459 shares of common stock. Please advise or revise as appropriate.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised the disclosure on the Cover Page of the Prospectus included in Amendment
No. 2 to correct the total number of shares issued to Selling Securityholders (as defined in the Registration Statement) in the Business
Combination (as defined in the Registration Statement) offered for resale in clause (i) and the resulting total of clauses (i) through
(vii).

 2. We note your revisions in response to prior comment 1.
Please continue to revise to disclose the exercise price of the Common Warrants and the Preferred Warrants.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure on the Cover Page of the Prospectus included in Amendment
No. 2.

 3. As requested by prior comment 2, please update your cover
page to discuss your ability to fund your operations on a prospective basis with your current cash on hand.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure on the Cover Page of the Prospectus included in Amendment
No. 2.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Cero

Liquidity and Capital Resources, page 124

 4. As requested by prior comment 4, discuss the effect of
this offering on the company’s ability to raise capital.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure in the Liquidity and Capital Resources subsection of
the Management’s Discussion and Analysis of Financial Condition and Results of Operations of CERo section included in Amendment
No. 2 on page 129.

Exhibit 5.1, page II-4

    5.

    Please tell us how the 35,773,704 shares referred to in clause
(a)(x), and the 2,055,709 shares referred to in clause (a)(x)(i), of the opinion ties to your disclosure or file a revised opinion as
appropriate.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has revised this disclosure in Exhibit 5.1 of Amendment No. 2 and revised such Exhibit
5.1 to correct the share numbers in conformance with the changes made in response to Comment 1 above.

If you have any questions or would like further
information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at sdavis@goodwinlaw.com
or (212) 813-8804.

    Sincerely,

    /s/ Stephen Davis

    Stephen Davis, Esq.

    cc:
    Brian Atwood, CERo Therapeutics Holdings, Inc.

    Jeffrey A. Letalien, Goodwin Procter LLP

United States securities and exchange commission logo
June 13, 2024
Charles R. Carter
Chief Financial Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:CERo Therapeutics Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 5, 2024
File No. 333-279156
Dear Charles R. Carter:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 16, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.With respect to first paragraph, you disclose that this prospectus relates to the resale of up
to 29,393,459 shares of common stock, but the aggregate of the number of shares
indicated in clauses (i) through (vi) does not appear to reconcile to 29,393,459 shares of
common stock. Please advise or revise as appropriate.
2.We note your revisions in response to prior comment 1. Please continue to revise to
disclose the exercise price of the Common Warrants and the Preferred Warrants.
3.As requested by prior comment 2, please update your cover page to discuss your ability to
fund your operations on a prospective basis with your current cash on hand.

 FirstName LastNameCharles R. Carter
 Comapany NameCERo Therapeutics Holdings, Inc.
 June 13, 2024 Page 2
 FirstName LastName
Charles R. Carter
CERo Therapeutics Holdings, Inc.
June 13, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
CERo, page 124
4.As requested by prior comment 4, discuss the effect of this offering on the company's
ability to raise capital.
Exhibit 5.1, page II-4
5.Please tell us how the 35,773,704 shares referred to in clause (a)(x), and the 2,055,709
shares referred to in clause (a)(x)(i), of the opinion ties to your disclosure or file a revised
opinion as appropriate.
            Please contact Tamika Sheppard at 202-551-8346 or Tim Buchmiller at 202-551-3635
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey A. Letalien, Esq.

CORRESP
1
filename1.htm

    Goodwin Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 (212) 813-8800

June 5, 2024

BY EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:
    Tamika Sheppard

    Tim Buchmiller

    Re:
    CERo Therapeutics Holdings, Inc.

    Registration Statement on Form S-1

    Filed May 6, 2024

    File No. 333-279156

Ladies and Gentlemen:

This letter is submitted on behalf of CERo Therapeutics
Holdings, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission in a letter dated May 16, 2024 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed on May 6, 2024 (the “Registration
Statement”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which includes changes in response to certain of the Staff’s comments.

For your convenience, the Staff’s numbered
comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise
indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the responses below refer to Amendment No. 1. Defined terms used herein but not otherwise defined herein have the meanings given to
them in Amendment No. 1.

The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.

Registration Statement on Form S-1

Cover Page

    1.
    For each of the shares being registered for resale, disclose the price that the Selling Securityholders paid for such shares.

Response: The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has provided this disclosure on the Cover Page of the Prospectus included in
Amendment No. 1.

    2.
    We note your disclosure that all of your Warrants are out of the money and that the holders of such Warrants are not likely to exercise their Warrants. To the extent it is unlikely that the Warrant holders would exercise their Warrants, describe the impact on your liquidity and update to discuss your ability to fund your operations on a prospective basis with your current cash on hand. Provide similar disclosure in the “Liquidity and Capital Resources” section starting on page 129

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure on the Cover Page and the Liquidity and Capital Resources
section on page 129 of Amendment No. 1.

Page 2

Risk Factors

    3.

    Please revise to also disclose the potential profit the Selling
Securityholders will earn based on the current trading price.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure in the Risk Factors section of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Cero

Liquidity and Capital Resources, page 129

    4.

    In light of the significant number of redemptions and the unlikelihood
that the company will receive significant proceeds from exercises of the Warrants because of the disparity between the exercise price
of the Warrants and the current trading price of the Common Stock, expand your discussion of capital resources to address any changes
in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure in the Liquidity and Capital Resources section of Amendment
No. 1 on page 129.

If you have any questions or would like further
information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at sdavis@goodwinlaw.com
or (212) 813-8804.

    Sincerely,

    /s/ Stephen Davis

    Stephen Davis, Esq.

    cc:
    Brian Atwood, CERo Therapeutics Holdings, Inc.

    Jeffrey A. Letalien, Goodwin Procter LLP

United States securities and exchange commission logo
May 16, 2024
Charles R. Carter
Chief Financial Officer
Cero Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:Cero Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed May 6, 2024
File No. 333-279156
Dear Charles R. Carter:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-1 Filed May 6, 2024
Cover Page
1.For each of the shares being registered for resale, disclose the price that the Selling
Securityholders paid for such shares.

 FirstName LastNameCharles R. Carter
 Comapany NameCero Therapeutics Holdings, Inc.
 May 16, 2024 Page 2
 FirstName LastName
Charles R. Carter
Cero Therapeutics Holdings, Inc.
May 16, 2024
Page 2
2.We note your disclosure that all of your Warrants are out of the money and that the
holders of such Warrants are not likely to exercise their Warrants. To the extent it is
unlikely that the Warrant holders would exercise their Warrants, describe the impact on
your liquidity and update to discuss your ability to fund your operations on a prospective
basis with your current cash on hand. Provide similar disclosure in the "Liquidity and
Capital Resources" section starting on page 128.
Risk Factors
Certain existing securityholders purchased our securities at a price below the current trading
price of such securities..., page 13
3.Please revise to also disclose the potential profit the Selling Securityholders will earn
based on the current trading price.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cero
Liquidity and Capital Resources, page 128
4.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the Warrants because of the disparity
between the exercise price of the Warrants and the current trading price of the Common
Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tamika Sheppard at 202-551-8346 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey A. Letalien, Esq.

CORRESP
1
filename1.htm

CERo Therapeutics Holdings, Inc.

201 Haskins Way, Suite 230

South San Francisco, CA 94080

April 29, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Dickerson

Suzanne Hayes

Re:  CERo Therapeutics
                                            Holdings, Inc.

    Acceleration Request for Registration
                                            Statement on Form S-1

    File No. 333-278603

Requested Date: May 1, 2024

Requested Time: 4:05 p.m. Eastern Time

Dear Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement (the
“Registration Statement”) be accelerated to May 1, 2024, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable,
unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration Statement
be declared effective at some other time.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Stephen Davis at (212) 813-8804. We also respectfully request that a copy
of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be
sent to our counsel, Goodwin, Attention: Stephen Davis, by email at SDavis@goodwinlaw.com.

If you have any questions regarding this request, please
contact Stephen Davis of Goodwin at (212) 813-8804.

    Sincerely,

    CERo Therapeutics Holdings, Inc.

    /s/ Brian G. Atwood

    Chief Executive Officer

cc:  Stephen M. Davis, Esq., Goodwin Procter LLP

    Jeffrey A. Letalien, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

    Goodwin Procter LLP

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

    goodwinlaw.com

    +1 (212) 813-8800

April 26, 2024

BY EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:
    Jessica Dickerson

    Suzanne Hayes

    Re:
    CERo Therapeutics Holdings, Inc.

    Registration Statement on Form S-1

    Filed April 10, 2024

    File No. 333-278603

Ladies and Gentlemen:

This letter is submitted on behalf of CERo Therapeutics
Holdings, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission in a letter dated April 22, 2024 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed on April 10, 2024 (the “Registration
Statement”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which includes changes in response to certain of the Staff’s comments.

For your convenience, the Staff’s numbered
comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise
indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the responses below refer to Amendment No. 1. Defined terms used herein but not otherwise defined herein have the meanings given to
them in Amendment No. 1.

The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.

Registration Statement on Form S-1

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of

PBAX, page 124

    1.

    Please update your registration statement to also include a
    management’s discussion and analysis of financial condition and results of operations for Legacy CERo. Refer to Instruction 1 to
    paragraph (b) of Item 303 of Regulation S-K, which requires the discussion to cover the periods covered by the financial statements
    included in the filing.

Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure beginning on page 130 of Amendment No. 1.

Page 2

If you have any questions or would like further
information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at sdavis@goodwinlaw.com
or (212) 813-8804.

    Sincerely,

    /s/ Stephen Davis

    Stephen Davis, Esq.

    cc:
    Brian Atwood, CERo Therapeutics Holdings, Inc.

    Jeffrey A. Letalien, Goodwin Procter LLP

United States securities and exchange commission logo
April 22, 2024
Brian Atwood
Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278603
Dear Brian Atwood:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-1, Filed April 10, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations of
PBAX, page 124
1.Please update your registration statement to also include a management's discussion and
analysis of financial condition and results of operations for Legacy CERo. Refer to
Instruction 1 to paragraph (b) of Item 303 of Regulation S-K, which requires the
discussion to cover the periods covered by the financial statements included in the filing.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameBrian Atwood
 Comapany NameCERo Therapeutics Holdings, Inc.
 April 22, 2024 Page 2
 FirstName LastName
Brian Atwood
CERo Therapeutics Holdings, Inc.
April 22, 2024
Page 2
            Please contact Jessica Dickerson at 202-551-8013 or Suzanne Hayes at 202-551-3675
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Stephen M. Davis, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

January 18, 2024

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.

    Registration
                                            Statement on Form S-4

                                            File No. 333-272467

                                            Request for Effectiveness

Ladies and Gentlemen,

Reference is made to the Registration
Statement on Form S-4 (File No. 333-272467) filed by Phoenix Biotech Acquisition Corp. (the “Company”) with the
U.S. Securities and Exchange Commission on June 7, 2023, as amended on July 19, 2023, August 14, 2023, December 18, 2023, January 9,
2024 and January 17, 2024 (the “Registration Statement”).

The Company hereby requests that
the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern Time, on January 19, 2024, or as soon as possible
thereafter, pursuant to Rule 461 promulgated under the U.S. Securities Act of 1933, as amended (the “Act”). In making
this request, the Company acknowledges that it is aware of its responsibilities under the Act.

Please contact our counsel, Jeffrey
A. Letalien of Goodwin Procter LLP, at (212) 459-7203 or via email at jletalien@goodwinlaw.com with any questions you may have concerning
this letter or if you require any additional information. We request that we be notified of the effectiveness of the Registration Statement
by a telephone call to Mr. Letalien and that such effectiveness also be confirmed in writing.

    Sincerely,

    /s/
    Chris Ehrlich

    Chris Ehrlich

    Chief Executive Officer

cc:  Stephen M. Davis, Goodwin Procter LLP

    Jeffrey A. Letalien,
Goodwin Procter LLP

Adam C. Berkaw, Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

  Goodwin Procter

The New York Times Building

620 Eighth Avenue

New York, NY 10018

VIA EDGAR

January 8, 2024

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. 3 to Registration Statement on Form S-4

Filed December 18, 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 certain comments from the staff of the SEC (the “Staff”) discussed during a conversation among
Messrs. Campbell, Hagius and the undersigned on January 3, 2024 (the “Conversation”), pertaining to the Company’s
above-referenced Registration Statement on Form S-4 for the Company’s proposed business combination, as amended (the “Registration
Statement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Registration Statement.

During the Conversation, I noted that the Company
would like to request that the Registration Statement be declared effective and proceed to schedule a meeting of its stockholders to approve
the proposed business combination, notwithstanding that the terms of the Company’s potential financing transaction had not yet been
determined. In Amendment No. 3 to the Registration Statement, the Company included certain disclosures about the risks related to the
inability to obtain financing and the potential waiver of the minimum cash condition.

Further to the Conversation, we have made certain
updates to the Registration Statement, as described below:

 ● We have updated the Registration Statement to
reflect the results of the stockholder meeting held on January 3, 2024, at which the Company’s stockholders approved an extension
of the deadline for completion of an initial business combination to February 8, 2024, subject to two further monthly extensions to March
8, 2024 or April 8, 2024, and related redemptions.

 ● We have revised the Registration Statement to
clarify that there are no employment agreements by and between CERo and any of its executive officers and there are no employment agreements
expected to be entered into by and between New CERo upon closing of the proposed business combination and to remove an incorrect related
cross-reference.

 ● We have revised the pro forma financial statements
to disclose on page 243 of the Registration Statement the accounting treatment of the shares issuable upon achievement of certain earn-out
conditions and the immateriality of any pro forma adjustment related thereto.

 ● We have added disclosure in the Summary, Q&A
and Background of the Merger sections of the Registration Statement with respect to the status of negotiations for a potential PIPE transaction,
the anticipated terms thereof and the impact of such negotiations on the Reallocation Shares.

Thank you for your time and consideration.

*****

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

January 8, 2024

Page 2

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

CORRESP
1
filename1.htm

    Goodwin Procter

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

VIA EDGAR

December 15, 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. 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 the comment letter from the staff of the SEC (the “Staff”), dated August 14, 2023 (the “Comment
Letter”), pertaining to the Company’s above-referenced Amendment No. 2 (the “Amendment No. 2”) to the
Registration Statement on Form S-4 (the “Registration Statement”). In connection with such responses, the Company is
concurrently filing Amendment No. 3 (the “Amendment No. 3”) to the Registration Statement.

For your convenience, the Staff’s comment
is summarized in this letter, and the comment is followed by the response on behalf of the Company. Unless otherwise indicated, page references
in the response correspond to the page numbers in the Amendment No. 3, and page references otherwise correspond to the page numbers in
the Amendment No. 2. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth in the Amendment
No. 3.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the closing of the Business Combination is subject to the satisfaction
of a condition that New CERo have at least $30.0 million in cash available at closing unless such condition is extended or waived.
The Company intends to satisfy such a condition through new equity financing conducted through a private placement of CERo common stock.
As of the date of Amendment No. 3, the Company has not obtained any binding commitments for a PIPE transaction or entered into any agreements
pursuant to which Public Stockholders would not exercise redemption rights. If the Company enters into a PIPE transaction or non-redemption
agreements after the date of Amendment No. 3, the Company will file a supplement to the Registration Statement to present a scenario that
incorporates the additional funds that would permit completion of the Business Combination, including satisfying the Available Closing
Cash requirement. The Company has revised the disclosure on pages xi, xvii, xviii, xix, 5 and 243 of Amendment No. 3 to indicate that
it would file such a supplement.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

December 15, 2023

Page 2

In response to the Staff’s comment,
the Company has reduced the Transaction Costs presented in the Total Uses on page 5 of Amendment No. 3 to only include the portion of
Transaction Costs that would be funded through the use of proceeds of the Total Sources if such Total Sources are not increased through
the receipt of PIPE financing or non-redemption agreements and reduced the Total Uses to equal the amount of Total Sources in such scenario.
The Company has also revised footnote 2 to such table to indicate that the amount reported in the table consists of such portion of the
Transaction Costs that would be funded through the proceeds of the Total Sources and that the total amount of such Transaction Costs payable
regardless of the source of funding thereof is currently estimated to be approximately $15.1 million.

In addition, the Company and CERo are
in active negotiation to significantly reduce the total amount of transaction costs payable in cash at Closing. The Company has added
disclosure with respect to such negotiations on page 17 of Amendment No. 3.

The Company has also added disclosure
that it would announce any extension or waiver of the Available Cash Closing condition on a Current Report on Form 8-K and a supplement
to proxy statement/prospectus on pages xi, xii

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

United States securities and exchange commission logo
December 15, 2023
Chris Ehrlich
Chief Executive Officer
Phoenix Biotech Acquisition Corp.
2201 Broadway, Suite 705
Oakland, CA 94612
Re:Phoenix Biotech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 27, 2023
File No. 001-40877
Dear Chris Ehrlich:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Letalien

CORRESP
1
filename1.htm

    Goodwin Procter

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

VIA EDGAR

December 13, 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, December 7, 2023 and December 13, 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 an additional sentence not included
in the version that we sent to you on December 11, 2023, reflecting our Conversation on December 13, 2023 (the additional sentence is
underlined for your ease of review):

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

December 13, 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. The Company’s decision to continue investing such funds in money market funds rather than in cash creates a greater
risk that the Company will be deemed an “investment company” than if the Company reinvested 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 13, 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

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

    Goodwin Procter

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

VIA EDGAR

December 6, 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 a conversation between members
of the Staff and the undersigned on December 5, 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 Conversation, 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:

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

December 6, 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, that do not
consummate an initial business combination within 24 months after the effective date the SPAC’s IPO registration statement, would
fall under the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act. The registration
statement for our initial public offering became effective on October 5, 2021. However, the Company relies upon the fact that it does
not meet the definition of “investment company” because it does not hold itself out as an investment company and does not
own “investment securities” having a value exceeding 40% of the value 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. According to
no-action positions taken by the SEC staff, investments in money market funds are not considered investment securities for purposes of
determining whether a company is an investment company.

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 holders of public shares would lose the investment opportunity associated
with an investment in the combined company, including any potential price appreciation of its securities. If the Company is unable to
complete the Business Combination, it would be required to the redeem the public shares, liquidate the Trust Account and dissolve. 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.

*****

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

December 6, 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

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

CORRESP
1
filename1.htm

    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

United States securities and exchange commission logo
August 2, 2023
Chris Ehrlich
Chief Executive Officer
Phoenix Biotech Acquisition Corp.
2201 Broadway, Suite 705
Oakland, CA 94612
Re:Phoenix Biotech Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 19, 2023
File No. 333-272467
Dear Chris Ehrlich:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 5, 2023 letter.
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.
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.

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 August 2, 2023 Page 2
 FirstName LastNameChris Ehrlich
Phoenix Biotech Acquisition Corp.
August 2, 2023
Page 2
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.
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.
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.
As to the last bullet point, please ensure the Trust Account's value is updated throughout
the filing.
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.
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.

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 August 2, 2023 Page 3
 FirstName LastNameChris Ehrlich
Phoenix Biotech Acquisition Corp.
August 2, 2023
Page 3
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.
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.
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.
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.
Engagement with CERo, page 133
12.We note your response to comment 13.  Please specifically identify the members of the
Special Committee.
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.
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.

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 August 2, 2023 Page 4
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
August 2, 2023
Page 4
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.
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.
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 will be located at CERo's current headquarters appear to
identify CERo as the accounting acquirer.  Please provide a more detailed analysis of your
conclusions regarding the accounting acquirer.  Additionally, revise your presentation and
disclosures in the filing accordingly.
Intellectual Property , page 198
18.We note your response to comment 36 and re-issue in part.  Please clarify which U.S.
patent applications were “allowed” and explain the significance of this determination.
Beneficial Ownership, page 247
19.Please ensure that your disclosure concerning Sponsor ownership of your Common Stock
is consistent throughout the filing.  While you note your Sponsor owns 78.2% of the
shares of your outstanding Common Stock, we also note disclosure throughout the filing
that the Sponsor holds approximately 73.6% of the shares of your outstanding Common
Stock.

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 August 2, 2023 Page 5
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
August 2, 2023
Page 5
Management of New CERo, page 278
20.We re-issue comment 42.  Your disclosure on page 279 continues to state that Robert
Sikorski, M.D., Ph.D. is "qualified to serve on the New CERo Board based on his
substantial medical, scientific and leadership experience."  Please revise your disclosure
accordingly. Please also clarify how much time Dr. Sikorski will devote to New CERo on
a weekly basis following the consummation of the Business Combination and his
anticipated responsibilities.
Compensation of Directors and Executive Officers, page 282
21.We note your response to comment 43 and your revised disclosure on page 135 that "[a]s
of the date of this proxy statement/prospectus, CERo has not yet engaged a compensation
consultant, but intends to do so in connection with the closing of the Business
Combination."  Please specify whether this compensation consultant will be engaged prior
to the closing of the Business Combination.
            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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Letalien

CORRESP
1
filename1.htm

    Goodwin Procter

    The New York Times Building

    620 Eighth Avenue

    New York, NY 10018

VIA EDGAR

July 19, 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.

    Registration Statement on Form S-4

    Filed June 7, 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 July 5, 2023 (the “Comment
Letter”), pertaining to the Company’s above-referenced Registration Statement on Form S-4 (the “Registration
Statement”). In connection with such responses, the Company is concurrently filing Amendment No. 1 to the Registration Statement
(the “Amended Registration Statement”).

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 Amended Registration Statement, and page references otherwise
correspond to the page numbers in the Registration Statement. Capitalized terms used in this letter but otherwise not defined herein
shall have the meanings set forth in the Amended Registration Statement.

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.

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 ix, 1, 2,
14,  149, and 179 of the Amended Registration Statement in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

July 19, 2023

Page 2

 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 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.

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 viii, 4, 12,
13 and 79 of the Amended Registration Statement in response to the Staff’s comment.

 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.

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 viii, 4 and
125 of the Amended Registration Statement in response to the Staff’s comment.

 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.

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 2, 84 and
179 of the Amended Registration Statement in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

July 19, 2023

Page 3

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.

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.

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.

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

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.

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

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.”

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 iv, vi and
vii of the Amended Registration Statement in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

July 19, 2023

Page 4

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.

Response: The Company advises
the Staff that it did not instruct RNA Advisors to omit the Earn-Out Consideration from its analysis. As noted in the fairness opinion,
the phrase “at your direction” on Annex F-1 applied only to the assumption of the aggregate value of the Merger Consideration.
The Company advises the Staff that it has revised the disclosure on pages ix and 136 of the Amended Registration Statement in response
to the Staff’s comment. In addition, the Company advises the Staff that the consent of RNA Advisors is being filed as Exhibit 99.2.

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages x, xi and 93 of the Amended Registration
Statement in response to the Staff’s comment.

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;

 ● Revise
                                            your fully-diluted ownership table to include the Earnout Shares.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the presentation on pages xv to xvii of the Amended Registration
Statement in response to the Staff’s comment.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

July 19, 2023

Page 5

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.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages xviii to xx, pages 10 to 12 and
145 to 148 of the Amended Registration Statement in response to the Staff’s comment.

 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 se

United States securities and exchange commission logo
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

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 July 5, 2023 Page 2
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
July 5, 2023
Page 2
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.

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 July 5, 2023 Page 3
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
July 5, 2023
Page 3
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;

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 July 5, 2023 Page 4
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
July 5, 2023
Page 4
•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.

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 July 5, 2023 Page 5
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
July 5, 2023
Page 5
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

 FirstName LastNameChris Ehrlich
 Comapany NamePhoenix Biotech Acquisition Corp.
 July 5, 2023 Page 6
 FirstName LastName
Chris Ehrlich
Phoenix Biotech Acquisition Corp.
July 5, 2023
Page 6
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

CORRESP
1
filename1.htm

CORRESP

 Phoenix Biotech Acquisition Corp.

2201 Broadway, Suite 705

Oakland, CA 94612

 October 1, 2021

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Energy & Transportation

 100 F Street, N. E.

Washington, D.C. 20549

Re:
 Phoenix Biotech Acquisition Corp.

Registration Statement on Form S-1

Filed September 13, 2021, as amended

File No. 333-259491

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Phoenix Biotech Acquisition Corp. (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00PM EST on October 5, 2021,
or as soon as practicable thereafter.

Very truly yours,

 /s/ Chris Ehrlich

 Chris Ehrlich

 Chief Executive
Officer

cc:
 Ellenoff Grossman & Schole LLP

 Ledgewood, PC

CORRESP
1
filename1.htm

CORRESP

 October 1, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Michael Purcell

Re:
 Phoenix Biotech Acquisition Corp.

 Registration Statement on Form S-1

 Filed September 13, 2021, as amended

 File No. 333-259491

Dear Mr. Purcell,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Phoenix Biotech Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 4:00 p.m. ET on October 5, 2021, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the Act,
the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as may copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

 Very truly yours,

CANTOR FITZGERALD & CO.

By:

/s/ David Batalion

Name:

David Batalion

Title:

Managing Director, Investment Banking

United States securities and exchange commission logo
July 27, 2021
Chris Ehrlich
Chief Executive Officer
PHOENIX BIOTECH ACQUISITION CORP.
2001 Market Street, Suite 3400
Philadelphia, PA 19103
Re:PHOENIX BIOTECH ACQUISITION CORP.
Draft Registration Statement on Form S-1
Submitted July 8, 2021
CIK No. 0001870404
Dear Mr. Ehrlich:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.
            Please contact Timothy Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mark Rosenstein