As filed with the Securities and Exchange Commission on May 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Num ...

As filed with the Securities and Exchange Commission on April 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Num ...

As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 81-4182129 | | --- | --- ...

[PART 1 – FINANCIAL INFORMATION](index=4&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, and significant financial events up to September 30, 2023 [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and stockholders' deficit at specific reporting dates Condensed Balance Sheet Highlights | Metric | September 30, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :-------------------------------- | :----------------------------- | :------------------ | | Cash | $119,014 | $475,870 | | Prepaid expenses and other assets | $21,815 | $225,188 | | Money market funds held in Trust Account | $8,329,792 | — | | Restricted cash held in Trust Account | — | $41,665,974 | | **TOTAL ASSETS** | **$8,470,621** | **$42,367,032** | | Accounts payable and accrued expenses | $3,311,098 | $1,653,120 | | Income tax payable | $28,769 | $599,159 | | Shareholder redemption liability | — | $27,842,747 | | Working capital loan – related party | $1,395,000 | $650,000 | | Deferred underwriting fee payable | $9,150,000 | $9,150,000 | | **Total liabilities** | **$13,950,671** | **$39,898,341** | | Class A Common stock subject to possible redemption | $8,287,049 | $13,468,845 | | **Total stockholders' deficit** | **$(13,767,099)** | **$(11,000,154)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Details the company's financial performance over specific periods, including revenues, expenses, and net income or loss Condensed Statements of Operations Highlights | Metric | Three Months Ended Sep 30, 2023 ($) | Three Months Ended Sep 30, 2022 ($) | Nine Months Ended Sep 30, 2023 ($) | Nine Months Ended Sep 30, 2022 ($) | | :------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | General and administrative expenses | $430,901 | $786,685 | $2,518,347 | $1,468,042 | | Loss from operations | $(429,801) | $(836,685) | $(2,563,647) | $(1,618,042) | | Interest income earned on marketable securities | $121,524 | $320,475 | $380,583 | $357,583 | | Unrealized gain on marketable securities | — | $661,176 | — | $915,859 | | **Net (loss) income** | **$(334,028)** | **$84,505** | **$(2,253,473)** | **$(405,061)** | | Basic and diluted net (loss) income per share, Class A common stock | $(0.05) | $0.00 | $(0.34) | $(0.02) | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) Outlines changes in the company's equity over time, reflecting net loss, redemptions, and stock conversions Changes in Stockholders' Deficit Highlights | Metric | December 31, 2022 ($) | September 30, 2023 ($) | | :------------------------------------------ | :------------------ | :------------------- | | Balance, Total Stockholders' Deficit | $(11,000,154) | $(13,767,099) | | Accretion for Class A Common Stock Subject to Redemption (9 months) | — | $(457,083) | | Net loss (9 months) | — | $(2,253,473) | | Conversion of Class B common stock to Class A common stock (shares) | 4,596,250 | (4,596,250) | | Excise tax liability accrued for Class A common stock redemptions | — | $(56,389) | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Statements of Cash Flows Highlights (Nine Months Ended September 30) | Metric | 2023 ($) | 2022 ($) | | :------------------------------------------ | :----------- | :----------- | | Net loss | $(2,253,473) | $(405,061) | | Net cash used in operating activities | $(1,336,995) | $(719,147) | | Net cash provided by investing activities | $5,874,018 | $128,489 | | Cash withdrawn from Trust Account for redemptions | $5,638,879 | — | | Net cash used in financing activities | $(4,893,879) | — | | NET CHANGE IN CASH | $(356,856) | $(590,658) | | CASH, END OF PERIOD | $119,014 | $507,915 | | Accretion of Class A common stock subject to possible redemption (non-cash) | $457,083 | $982,271 | | Excise tax liability accrued for Class A common stock redemptions (non-cash) | $56,389 | — | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) Provides detailed explanations of the company's accounting policies, organization, and significant financial events [Note 1 — Description of Organization and Business Operations and Liquidity](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations%20and%20Liquidity) Describes the company's formation as a SPAC, its IPO, trust account activities, and current liquidity challenges including going concern issues - The Company was incorporated on **June 8, 2021**, as a blank check company (SPAC) to effect a business combination[23](index=23&type=chunk) - IPO was consummated on **October 8, 2021**, raising **$155,000,000** from **15,500,000 units** at **$10.00 per unit**[25](index=25&type=chunk) - Following IPO, **$178,500,000** was placed in a Trust Account, invested in U.S. government securities or money market funds[29](index=29&type=chunk) - Significant redemptions occurred: **16,211,702 shares** by **December 31, 2022**, and **523,341 shares** on **July 18, 2023**, for **$5,638,879**[39](index=39&type=chunk)[44](index=44&type=chunk) - Trust Account balance as of **September 30, 2023**, is **approximately $8.3 million**[45](index=45&type=chunk) - The company faces NASDAQ listing deficiencies for Market Value of Listed Securities (cured by Class B to Class A conversion) and Minimum Public Holders Rule (plan submitted)[50](index=50&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - Accrued **$56,389 excise tax liability** as of **September 30, 2023**, due to the 1% excise tax on stock repurchases under the Inflation Reduction Act of 2022[58](index=58&type=chunk) - As of **September 30, 2023**, the company had a **working capital deficit of $4,624,973** and projects insufficient funds for one year, raising substantial doubt about its ability to continue as a going concern[59](index=59&type=chunk)[60](index=60&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=15&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the key accounting principles and methods used in preparing the financial statements, including cash, restricted cash, and equity classifications - The financial statements are prepared in accordance with U.S. GAAP for interim financial information and SEC rules[61](index=61&type=chunk) - The Company is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards[64](index=64&type=chunk)[65](index=65&type=chunk) Cash and Restricted Cash Balances | Metric | September 30, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :-------------------- | :----------------------------- | :------------------ | | Cash | $119,014 | $475,870 | | Restricted cash | — | $41,665,974 | | **Total cash and restricted cash** | **$119,014** | **$42,141,844** | - Assets in the Trust Account were held in money market funds as of **September 30, 2023**, classified as trading securities[70](index=70&type=chunk) - Shareholder redemption liability of **$27,842,747** as of **December 31, 2022**, was paid on **January 3, 2023**[71](index=71&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately[78](index=78&type=chunk)[79](index=79&type=chunk) Class A Common Stock Subject to Possible Redemption | Date | Amount ($) | | :------------------------------------------ | :------------- | | December 31, 2022 | $13,468,845 | | Plus: Accretion of carrying value to redemption value (9 months) | $457,084 | | Less: Redemption | $(5,638,879) | | **September 30, 2023** | **$8,287,049** | - Warrants are equity-classified instruments[84](index=84&type=chunk) - The Company adopted ASU 2016-13 on **January 1, 2023**, with no material impact on its financial statements[85](index=85&type=chunk) [Note 3 — Initial Public Offering and Over-Allotment](index=19&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering%20and%20Over-Allotment) Details the initial public offering, including the number of units sold and their composition - The Company sold **17,500,000 units** in its IPO (including over-allotment) at **$10.00 per unit**[87](index=87&type=chunk) - Each unit consists of one share of Class A common stock and one-half of a redeemable warrant[87](index=87&type=chunk) [Note 4 — Private Placement Warrants](index=20&type=section&id=Note%204%20%E2%80%94%20Private%20Placement%20Warrants) Describes the private placement of units and the parties involved in their purchase - **885,000 Private Placement Units** were sold at **$10.00 per unit**, generating **$8,850,000**[89](index=89&type=chunk) - Purchasers included the Sponsor, Cantor Fitzgerald & Co., and Cohen & Company Capital Markets[89](index=89&type=chunk) [Note 5 — Related Party Transactions](index=20&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) Details financial and operational arrangements with related parties, including the Sponsor and its affiliates - The Sponsor initially held **4,679,125 Founder Shares** and forfeited **82,875 shares** due to partial over-allotment exercise[90](index=90&type=chunk) - On **July 3, 2023**, the Sponsor converted **4,596,250 Class B common stock shares** into an equal number of Class A common stock shares[92](index=92&type=chunk) - Working Capital Loans from the Sponsor totaled **$1,395,000 outstanding** as of **September 30, 2023**, used to fund ongoing operations and extensions[94](index=94&type=chunk) - Monthly consulting fees to the CEO's spouse ended on **December 31, 2022**, with **$0 incurred** for the three and nine months ended **September 30, 2023**[95](index=95&type=chunk) - Monthly support service fees of **$20,000** to an affiliate of the Sponsor were suspended on **December 31, 2022**, and reinstated on **March 31, 2023**, with **$60,000 incurred** for the three months and **$140,000** for the nine months ended **September 30, 2023**[96](index=96&type=chunk) [Note 6 — Commitments and Contingencies](index=21&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) Outlines the company's contractual obligations, potential liabilities, and the proposed business combination agreement - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration rights[97](index=97&type=chunk) - A deferred underwriting commission of **$9,150,000** is payable to the underwriter upon completion of a Business Combination[99](index=99&type=chunk) - On **June 4, 2023**, the Company entered into a Business Combination Agreement with CERo Therapeutics, Inc[100](index=100&type=chunk) - The Business Combination involves issuing **approximately 5.0 million shares** of Class A common stock to CERo holders, plus potential Earnout Shares[101](index=101&type=chunk) - The Sponsor and certain CERo stockholders have entered into support agreements to vote in favor of the Business Combination[102](index=102&type=chunk)[103](index=103&type=chunk) [Note 7 — Stockholders' Deficit](index=24&type=section&id=Note%207%20%E2%80%94%20Stockholders%27%20Deficit) Provides details on the company's common stock and warrants outstanding, including redemption terms Common Stock Outstanding (excluding redeemable shares) | Class | September 30, 2023 (shares) | December 31, 2022 (shares) | | :---------- | :----------------- | :------------------ | | Class A | 5,481,250 shares | 885,000 shares | | Class B | 0 shares | 4,596,250 shares | - As of **September 30, 2023**, there were **8,750,000 Public Warrants** and **442,500 Private Placement Warrants** outstanding[109](index=109&type=chunk) - Warrants become exercisable 30 days after the completion of a Business Combination at an exercise price of **$11.50 per share**[109](index=109&type=chunk) - Public Warrants may be redeemed at **$0.01 per warrant** if Class A common stock equals or exceeds **$18.00 per share** for 20 trading days within a 30-day period[111](index=111&type=chunk) [Note 8 — Fair Value Measurements](index=25&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) Explains the methodology for fair value measurements of financial instruments, categorizing them by input levels - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable inputs[116](index=116&type=chunk)[117](index=117&type=chunk) Fair Value Measurements (September 30, 2023) | Asset | Level | Amount ($) | | :----------------- | :---- | :------------- | | Money Market Funds | 1 | $8,329,792 | [Note 9 — Subsequent Events](index=26&type=section&id=Note%209%20%E2%80%94%20Subsequent%20Events) Reports significant events that occurred after the reporting period but before the financial statements were issued - On **October 4, 2023**, the Sponsor deposited an additional **$22,949** into the Trust Account to extend the business combination deadline[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, detailing its status as a SPAC, recent developments including the proposed business combination with CERo Therapeutics, and critical discussions on liquidity, going concern, and accounting policies [Overview](index=27&type=section&id=Overview) Provides a brief introduction to Phoenix Biotech Acquisition Corp. as a blank check company and its primary objective - Phoenix Biotech Acquisition Corp. is a blank check company formed on **June 8, 2021**, to effect a business combination[125](index=125&type=chunk) [Recent Developments](index=28&type=section&id=Recent%20Developments) Summarizes key recent events, including the proposed business combination, stock conversions, and trust account activities - The Company entered into a Business Combination Agreement with CERo Therapeutics, Inc. on **June 4, 2023**[127](index=127&type=chunk) - On **July 3, 2023**, the Sponsor converted **4,596,250 shares** of Class B common stock into Class A common stock[129](index=129&type=chunk) - The business combination period was extended multiple times, with the Sponsor depositing funds into the Trust Account[130](index=130&type=chunk)[131](index=131&type=chunk) - **523,341 shares** of Class A common stock were redeemed on **July 18, 2023**, totaling **$5,638,879.48**[132](index=132&type=chunk) - The Trust Account balance as of **September 30, 2023**, is **approximately $8.3 million**[132](index=132&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance, focusing on net loss and key expense and income drivers for the reported periods Net (Loss) Income | Period | 2023 ($) | 2022 ($) | | :------------------------------ | :----------- | :----------- | | Three Months Ended Sep 30 | $(334,028) | $84,505 | | Nine Months Ended Sep 30 | $(2,253,473) | $(405,061) | - Net loss for the nine months ended **September 30, 2023**, was primarily due to **$2,563,647** in general and administrative expenses and franchise taxes, partially offset by **$380,583** in interest income[136](index=136&type=chunk) [Liquidity and Going Concern](index=29&type=section&id=Liquidity%20and%20Going%20Concern) Discusses the company's cash position, funding sources, and the assessment of its ability to meet obligations for the foreseeable future - Initial IPO proceeds and private placement funds totaling **$178,500,000** were placed in the Trust Account[139](index=139&type=chunk) - Transaction costs amounted to **$12,729,318**, including **$9,150,000** of deferred underwriting fees[139](index=139&type=chunk) Liquidity Position (September 30, 2023) | Metric | Amount ($) | | :-------------------------------- | :----------- | | Cash in operating bank accounts | $119,014 | | Money market funds in Trust Account | $8,329,792 | | Working capital deficit | $4,568,584 | | Net cash used in operating activities (9 months) | $1,336,995 | - The Company projects insufficient funds to cover expenses for one year, raising substantial doubt about its ability to continue as a going concern[146](index=146&type=chunk) - Working Capital Loans from the Sponsor totaled **$1,395,000 outstanding** as of **September 30, 2023**[144](index=144&type=chunk) [Off-Balance Sheet Arrangements](index=30&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of any off-balance sheet arrangements that could materially affect the company's financial position - The Company has no off-balance sheet arrangements as of **September 30, 2023**[147](index=147&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) Details the company's significant contractual commitments, including administrative fees and deferred underwriting commissions - The Company has an agreement to pay an affiliate of the Sponsor a monthly fee of **$20,000** for office space and administrative services, with a **$35,000 outstanding** balance as of **September 30, 2023**[148](index=148&type=chunk) - A deferred underwriting fee of **$9,150,000** is payable to the underwriter upon completion of a Business Combination[151](index=151&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) Highlights the accounting policies that require significant judgment and estimation, such as warrants and redeemable common stock - Critical accounting policies include accounting for warrants (equity-classified), common stock subject to possible redemption (temporary equity), and net (loss) income per common share[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Recent Accounting Standards](index=32&type=section&id=Recent%20Accounting%20Standards) Reports on the adoption of new accounting standards and their impact on the company's financial statements - The Company adopted ASU 2016-13 on **January 1, 2023**, which did not have a material impact on its financial statements[156](index=156&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the Company is not required to provide quantitative and qualitative disclosures about market risk - The Company is exempt from providing market risk disclosures as a smaller reporting company[158](index=158&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports on the effectiveness of the company's disclosure controls and procedures and confirms no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=32&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Details the assessment of the company's disclosure controls and procedures - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of **September 30, 2023**[160](index=160&type=chunk) [Changes in Internal Control Over Financial Reporting](index=32&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Reports on any material changes in the company's internal control over financial reporting - There were no material changes in internal control over financial reporting during the most recently completed fiscal quarter[161](index=161&type=chunk) [PART II – OTHER INFORMATION](index=33&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional disclosures on legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings as of the filing date - No legal proceedings were reported[164](index=164&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The Company stated that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended **December 31, 2022**[165](index=165&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the initial public offering and private placement activities, including the gross proceeds generated, the allocation of funds to the Trust Account, and the associated offering costs [Unregistered Sale of Securities](index=33&type=section&id=Unregistered%20Sale%20of%20Securities) Confirms no unregistered sales of securities were reported during the period - No unregistered sales of securities were reported[166](index=166&type=chunk) [Use of Proceeds from IPO](index=33&type=section&id=Use%20of%20Proceeds%20from%20IPO) Details the application of funds generated from the initial public offering - The IPO generated gross proceeds of **$155,000,000** from **15,500,000 units** at **$10.00 per unit**[167](index=167&type=chunk) - Private placements generated an additional **$8,450,000** from **845,000 units** and **$400,000** from **40,000 units**[168](index=168&type=chunk)[169](index=169&type=chunk) - A total of **$178,500,000** was initially placed in the Trust Account[171](index=171&type=chunk) - Offering costs amounted to **$12,729,318**, including **$9,150,000** of deferred underwriting fees[170](index=170&type=chunk) - The Trust Account balance as of **September 30, 2023**, is **approximately $8.3 million** due to redemptions and extension deposits[171](index=171&type=chunk) [Item 3. Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[173](index=173&type=chunk) [Item 4. Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[174](index=174&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - No other information was reported[175](index=175&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including various agreements and certifications - Key exhibits include the Underwriting Agreement, Business Combination Agreement, Amended and Restated Certificate of Incorporation, Investment Management Trust Agreement, Registration Rights Agreement, Promissory Note, and various certifications (e.g., 31.1, 31.2, 32.1, 32.2)[178](index=178&type=chunk)[180](index=180&type=chunk)

Financial Performance - As of June 30, 2023, the Company reported a net loss of $1,437,733 for the three months ended, primarily due to general and administrative expenses of $1,543,578 and unrealized losses on marketable securities [139]. - The Company incurred $12,729,318 in transaction costs related to the IPO, including $2,635,000 in underwriting fees [144]. - The Company anticipates it may not have sufficient funds to cover expenses over the next year, raising substantial doubt about its ability to continue as a going concern [151]. - As of June 30, 2023, the company reported no dilutive securities, resulting in diluted net loss per share being the same as basic net loss per share [160]. Working Capital and Financial Position - The Company had a working capital deficit of $4,068,379 as of June 30, 2023, with $105,234 in operating bank accounts and $13,897,050 in money market funds held in the Trust Account [145]. - The Company has a promissory note arrangement with the Sponsor for up to $1,500,000 to fund ongoing operations, with $1,175,000 outstanding as of June 30, 2023 [149]. - The Company has no off-balance sheet arrangements or long-term liabilities other than a monthly fee of $20,000 owed to the Sponsor for administrative services [152][153]. IPO and Trust Account - The Company generated gross proceeds of $175,000,000 from its initial public offering (IPO) and an additional $8,850,000 from the sale of Placement Units, totaling $178,500,000 placed in the Trust Account [143][144]. - On July 18, 2023, the Company made payments of $5,638,879.48 to holders of redeemed Class A Shares, resulting in a Trust Account balance of approximately $8.3 million as of July 31, 2023 [137]. Business Combination and Future Plans - The Company entered into a business combination agreement with CERo Therapeutics, Inc., which includes the issuance of approximately 5.0 million shares of Class A common stock as consideration [131][132]. - The Company expects to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a Business Combination [130]. - The company has a deferred fee agreement of $9,150,000 payable to the underwriter, contingent upon the completion of a Business Combination [156]. Accounting Policies - The company accounts for warrants as either equity or liability-classified instruments based on specific terms and guidance, concluding that Public and Private Placement Warrants qualify for equity accounting treatment [158]. - Common stock subject to possible redemption is classified as temporary equity due to certain redemption rights considered outside of the company's control [159]. - The company adopted ASU 2016-13 on January 1, 2023, which did not impact its financial statements [161].

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements and management's analysis for Phoenix Biotech Acquisition Corp [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Phoenix Biotech Acquisition Corp.'s unaudited condensed financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with explanatory notes [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and equity Unaudited Condensed Balance Sheets (USD) | ASSETS / LIABILITIES & EQUITY | March 31, 2023 (Unaudited) | December 31, 2022 | | :------------------------------ | :------------------------- | :------------------ | | Cash | $178,093 | $475,870 | | Marketable securities and cash held in Trust Account | $14,031,783 | — | | Restricted cash held in Trust Account | — | $41,665,974 | | Total Assets | $14,430,169 | $42,367,032 | | Total Current Liabilities | $3,293,189 | $30,748,341 | | Total Liabilities | $12,443,189 | $39,898,341 | | Class A Common stock subject to possible redemption | $13,565,640 | $13,468,845 | | Total Stockholders' Deficit | $(11,578,660) | $(11,000,154) | - Total Assets decreased significantly from **$42,367,032** at December 31, 2022, to **$14,430,169** at March 31, 2023, primarily due to the redemption of shares and corresponding reduction in restricted cash held in the Trust Account[10](index=10&type=chunk) - Shareholder redemption liability, which was **$27,842,747** at December 31, 2022, was reduced to zero by March 31, 2023, indicating payments were made to redeeming shareholders[10](index=10&type=chunk) [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss over specific periods, reflecting operational performance Unaudited Condensed Statements of Operations (USD) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Total Operating Expenses | $590,268 | $404,777 | | Total Other Income | $108,556 | $26,780 | | Net Loss | $(481,712) | $(377,997) | | Basic and Diluted Net Loss per Share, Class A | $(0.07) | $(0.02) | | Basic and Diluted Net Loss per Share, Class B | $(0.07) | $(0.02) | - Net loss increased from **$(377,997)** in Q1 2022 to **$(481,712)** in Q1 2023, primarily due to higher general and administrative expenses and franchise tax[13](index=13&type=chunk) - Interest income earned on marketable securities held in the Trust Account significantly increased to **$108,556** in Q1 2023 from zero in Q1 2022, partially offsetting the increased operating expenses[13](index=13&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section tracks changes in the company's equity over time, reflecting accumulated deficit and total stockholders' deficit Unaudited Condensed Statements of Changes in Stockholders' Deficit (USD) | Metric | December 31, 2022 | March 31, 2023 | | :-------------------------- | :---------------- | :------------- | | Accumulated Deficit | $(11,000,701) | $(11,579,207) | | Total Stockholders' Deficit | $(11,000,154) | $(11,578,660) | - The accumulated deficit increased by **$578,506** from December 31, 2022, to March 31, 2023, primarily due to the net loss of **$481,712** and accretion for Class A Common Stock Subject to Redemption of **$96,794**[16](index=16&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities over specific periods Unaudited Condensed Statements of Cash Flows (USD) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(197,777) | $(308,091) | | Net cash used in investing activities | $(100,000) | — | | Net change in cash | $(297,777) | $(308,091) | | Cash, end of period | $178,093 | $790,482 | - Net cash used in operating activities decreased from **$(308,091)** in Q1 2022 to **$(197,777)** in Q1 2023, despite a higher net loss, due to changes in operating assets and liabilities[19](index=19&type=chunk) - The company used **$100,000** in investing activities in Q1 2023 for cash deposited into the Trust Account, compared to no investing activities in Q1 2022[19](index=19&type=chunk) [Notes to (Unaudited) Condensed Financial Statements](index=8&type=section&id=Notes%20to%20(Unaudited)%20Condensed%20Financial%20Statements) This section provides detailed explanations and additional information supporting the unaudited condensed financial statements [Note 1 – Description of Organization and Business Operations and Liquidity](index=8&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Organization%20and%20Business%20Operations%20and%20Liquidity) This note describes the company's formation as a SPAC, its IPO, business combination deadline extensions, significant share redemptions, and going concern risks - The company was incorporated on June 8, 2021, as a blank check company (SPAC) to pursue a business combination[22](index=22&type=chunk) - The IPO was consummated on October 8, 2021, raising **$155,000,000** from 15,500,000 units, plus an additional **$20,000,000** from the overallotment option and **$8,450,000** from private placement units, with **$178,500,000** placed in a Trust Account[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) - The business combination period was extended to June 8, 2023, with the possibility of further extensions, following a special meeting where stockholders approved amendments to the IMTA and Certificate of Incorporation[36](index=36&type=chunk)[37](index=37&type=chunk) - In connection with the extension, **16,211,702** shares of Class A common stock were redeemed, leaving **2,173,298** shares outstanding as of March 31, 2023[38](index=38&type=chunk) - The company projects insufficient funds to cover expenses over the next year, raising substantial doubt about its ability to continue as a going concern[46](index=46&type=chunk) - The Inflation Reduction Act of 2022 introduces a new **1%** excise tax on stock repurchases, which may apply to redemptions in connection with a business combination or extension vote, potentially reducing cash available[43](index=43&type=chunk)[44](index=44&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note details the company's significant accounting policies, including U.S. GAAP basis, emerging growth company status, and specific treatments for investments, stock, and fair value measurements - The financial statements are prepared in accordance with U.S. GAAP for interim financial information, condensed or omitted certain disclosures per SEC rules[47](index=47&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards[50](index=50&type=chunk)[51](index=51&type=chunk) - Investments held in the Trust Account are classified as trading securities and measured at fair value, with gains and losses included in the statements of operations[57](index=57&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity, and changes in redemption value are recognized immediately[65](index=65&type=chunk)[66](index=66&type=chunk) - The company adopted ASU 2016-13 (Credit Losses) on January 1, 2023, which had no impact on its financial statements[72](index=72&type=chunk) [Note 3 – Initial Public Offering and Over-Allotment](index=15&type=section&id=Note%203%20%E2%80%93%20Initial%20Public%20Offering%20and%20Over-Allotment) This note details the company's Initial Public Offering (IPO) where it sold 17,500,000 units at $10.00 each, including the partial exercise of the over-allotment option. Each unit consisted of one Class A common stock and one-half of a redeemable public warrant - The company sold **17,500,000** units in its IPO, including **2,000,000** units from the underwriter's partial exercise of the over-allotment option, at **$10.00** per unit[74](index=74&type=chunk) - Each unit comprised one share of Class A common stock and one-half of a redeemable public warrant, with each whole warrant exercisable for one Class A common stock at **$11.50** per share[74](index=74&type=chunk) [Note 4 – Private Placement Warrants](index=15&type=section&id=Note%204%20%E2%80%93%20Private%20Placement%20Warrants) This note describes the private placement of 885,000 units at $10.00 per unit, generating $8,850,000, concurrently with the IPO. These units were purchased by the Sponsor, Cantor, and CCM, with proceeds added to the Trust Account. Each unit included one Private Placement Share and one-half of a redeemable Private Placement Warrant - Concurrently with the IPO, **885,000** Private Placement Units were sold at **$10.00** per unit, generating **$8,850,000**[75](index=75&type=chunk) - Purchasers included the Sponsor, Cantor Fitzgerald & Co., and Cohen & Company Capital Markets[75](index=75&type=chunk) - Each Private Placement Unit consisted of one Private Placement Share and one-half of a redeemable Private Placement Warrant, exercisable for one Class A common stock at **$11.50** per share[75](index=75&type=chunk) [Note 5 – Related Party Transactions](index=16&type=section&id=Note%205%20%E2%80%93%20Related%20Party%20Transactions) This note details transactions with related parties, including the issuance of Founder Shares to the Sponsor, non-interest-bearing loans from the Sponsor for IPO expenses and working capital, and monthly fees paid to the CEO's spouse for consulting services and to an affiliate of the Sponsor for administrative services - The Sponsor received **4,598,750** Founder Shares for **$25,000**, adjusted for a stock dividend and forfeiture, resulting in **4,596,250** shares outstanding[76](index=76&type=chunk) - The Sponsor provided non-interest-bearing Working Capital Loans, with **$650,000** outstanding as of March 31, 2023, and December 31, 2022[79](index=79&type=chunk) - Monthly consulting fees of **$15,000** to the CEO's spouse ended on December 31, 2022[80](index=80&type=chunk)[131](index=131&type=chunk) - Monthly fees of **$20,000** for office space and administrative services to an affiliate of the Sponsor were suspended on December 31, 2022, and reinstated on March 31, 2023[81](index=81&type=chunk)[130](index=130&type=chunk) [Note 6 – Commitments and Contingencies](index=16&type=section&id=Note%206%20%E2%80%93%20Commitments%20and%20Contingencies) This note outlines the company's commitments, including registration rights for certain security holders and the underwriting agreement. The underwriting agreement includes a deferred underwriting commission of $9,150,000, payable only upon the completion of a business combination - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans have registration rights[82](index=82&type=chunk) - A deferred underwriting commission of **$9,150,000** is payable to the underwriter only upon the completion of a Business Combination[84](index=84&type=chunk)[132](index=132&type=chunk) [Note 7 – Stockholders' Deficit](index=17&type=section&id=Note%207%20%E2%80%93%20Stockholders'%20Deficit) This note details the company's capital structure, including authorized and outstanding shares of Class A common stock, Class B common stock (Founder Shares), and preferred stock. It also describes the terms and conditions of the Public Warrants and Private Placement Warrants, including their exercisability, redemption, and potential adjustments Stockholders' Deficit (Shares) | Stock Class | Authorized Shares | Issued & Outstanding (March 31, 2023 & Dec 31, 2022) | | :---------- | :---------------- | :------------------------------------------------- | | Class A | 60,000,000 | 885,000 (excluding 1,288,298 subject to redemption) | | Class B | 10,000,000 | 4,596,250 | | Preferred | 1,000,000 | None | - As of March 31, 2023, there were **8,750,000** Public Warrants and **442,500** Private Placement Warrants outstanding[90](index=90&type=chunk) - Public Warrants become exercisable 30 days after a business combination and expire five years after, or earlier upon redemption or liquidation[91](index=91&type=chunk) - Private Placement Warrants are identical to Public Warrants but are not transferable, assignable, or salable until after a business combination, with limited exceptions[94](index=94&type=chunk) [Note 8 – Fair Value Measurements](index=18&type=section&id=Note%208%20%E2%80%93%20Fair%20Value%20Measurements) This note explains the fair value hierarchy used for financial assets and liabilities, categorizing them into Level 1, Level 2, or Level 3 based on the observability of inputs. As of March 31, 2023, the company's investments in U.S. Treasury securities held in the Trust Account were classified as Level 1 assets - The company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) Fair Value Measurements (USD) | Assets (March 31, 2023) | Level | Quoted Prices in Active Markets (Level 1) | | :---------------------- | :---- | :---------------------------------------- | | U.S. Treasury Securities | 1 | $14,031,783 | [Note 9 – Uncertainty Regarding Impacts of Recent Disruptions In U.S. Banking System](index=19&type=section&id=Note%209%20%E2%80%93%20Uncertainty%20Regarding%20Impacts%20of%20Recent%20Disruptions%20In%20U.S.%20Banking%20System) This note addresses the economic concerns arising from recent disruptions in the U.S. banking system in March 2023. The company acknowledges its exposure to credit risk due to cash amounts exceeding federally insured limits and states that the related financial impact cannot be reasonably estimated at this time - The company maintains cash amounts in excess of federally insured limits (**$42,141,844** as of December 31, 2022), exposing it to credit risk from banking system disruptions[102](index=102&type=chunk) - The financial impact of recent U.S. banking system disruptions cannot be reasonably estimated at this time[102](index=102&type=chunk) [Note 10 – Subsequent Events](index=19&type=section&id=Note%2010%20%E2%80%93%20Subsequent%20Events) This note discloses subsequent events after March 31, 2023, including a NASDAQ notice regarding non-compliance with the minimum Market Value of Listed Securities (MVLS) requirement, additional working capital loans from the sponsor, an extension payment to the Trust Account, and a notice from the IRS for additional federal income taxes due - On April 3, 2023, NASDAQ notified the company of non-compliance with the **$50,000,000** MVLS requirement, providing **180** days (until October 2, 2023) to regain compliance[104](index=104&type=chunk)[105](index=105&type=chunk) - On May 5, 2023, the sponsor loaned an additional **$250,000** under the working capital loan program[108](index=108&type=chunk) - On May 8, 2023, the company deposited **$125,000** into the Trust Account for an extension[109](index=109&type=chunk) - On May 9, 2023, the company received an IRS notice for an additional **$182,308** in federal income taxes due by May 22, 2023[110](index=110&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, covering its SPAC status, business combination deadline, share redemptions, increased net loss, liquidity, and going concern risks - The company is a blank check company formed to effect a business combination, incurring significant costs in pursuit of acquisition plans[113](index=113&type=chunk)[114](index=114&type=chunk) - The business combination deadline was extended to April 8, 2023, with further monthly extensions possible up to July 8, 2023, following stockholder approval[115](index=115&type=chunk) - **16,211,702** Class A common shares were redeemed in connection with the extension, leaving **2,173,298** Class A shares outstanding as of December 31, 2022[116](index=116&type=chunk) Net Loss and Expenses (USD) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Net Loss | $(481,712) | $(377,997) | | General and administrative and franchise taxes | $590,268 | $404,777 | | Unrealized gain on marketable securities held in Trust Account | $108,556 | $26,780 | - The company had a working capital deficit of **$2,272,113** as of March 31, 2023, and projects insufficient funds to cover expenses over the next year, raising substantial doubt about its ability to continue as a going concern[122](index=122&type=chunk)[128](index=128&type=chunk) - The company has no off-balance sheet arrangements[129](index=129&type=chunk) - Key accounting policies include the treatment of warrants (equity-classified), common stock subject to possible redemption (temporary equity), and net loss per common share[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Phoenix Biotech Acquisition Corp. is not required to provide the quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[139](index=139&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of March 31, 2023, based on an evaluation by the Chief Executive Officer and Chief Financial Officer. It also states that there have been no material changes in internal control over financial reporting during the most recently completed fiscal quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2023[141](index=141&type=chunk) - There have been no material changes in internal control over financial reporting during the most recently completed fiscal quarter[142](index=142&type=chunk) [PART II – OTHER INFORMATION](index=23&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[143](index=143&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's IPO and concurrent private placements, including units sold, gross proceeds, allocation of funds to the trust account, and offering costs - The IPO involved the sale of **15,500,000** units at **$10.00** per unit, generating **$155,000,000**[145](index=145&type=chunk) - Concurrently, **845,000** Private Placement Units were sold at **$10.00** per unit, generating **$8,450,000**, and an additional **40,000** Private Placement Units generated **$400,000**[147](index=147&type=chunk)[148](index=148&type=chunk) - The partial exercise of the over-allotment option resulted in the sale of **2,000,000** additional units, generating **$20,000,000**[148](index=148&type=chunk) - Total offering costs amounted to **$12,729,318**, including **$9,150,000** in deferred underwriting fees contingent on a business combination[149](index=149&type=chunk) - **$178,500,000** from the IPO and private placements was placed in a Trust Account, invested in U.S. government securities or money market funds[150](index=150&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are no defaults upon senior securities[152](index=152&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[153](index=153&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) The company reports no other information - There is no other information to report[154](index=154&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including key agreements and organizational documents - The exhibits include the Underwriting Agreement, Business Combination Agreement (and its termination), Amended and Restated Certificate of Incorporation, Warrant Agreement, Sponsor Support Agreement, and Investment Management Trust Agreement[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Securities Exchange Act and Sarbanes-Oxley Act are filed herewith[161](index=161&type=chunk) [SIGNATURES](index=27&type=section&id=SIGNATURES) This section contains the required signatures of the registrant's authorized officers, including the Chief Executive Officer and Chief Financial Officer, certifying the report - The report is signed by Chris Ehrlich, Chief Executive Officer and Director, and Daniel Geffken, Chief Financial Officer and Director, on May 12, 2023[165](index=165&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) For the transition period from to Commission File Number 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-1088814 (State or Other Jurisdiction of Incorporation or Organization) 2201 Broadway, Suite 705, Oakland, CA 94612 (I.R.S. Employer Identification Number) (215) 731-9450 (Registrant's Telephone Number, Including Area Code) Securities ...

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Table of Contents 2201 Broadway, Suite 705, Oakland, CA 94612 (Address of Principal Executive Offices, including zip code) (215) 731-9450 (Registrant's telephone number, including area code) N/A For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O ...

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 87-1088814 (S ...