[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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 87-1088814 ( ...

PART I [Item 1. Business](index=6&type=section&id=Item%201.%2E%20Business) Phoenix Biotech Acquisition Corp. is a SPAC targeting healthcare and life sciences, aiming for a business combination by January 8, 2023 - The company is a **blank check company (SPAC)** formed to effect a business combination, focusing on the **healthcare or healthcare-related industries**, particularly the **life sciences sector**, in the United States and Europe[18](index=18&type=chunk)[19](index=19&type=chunk) Initial Public Offering and Private Placement Details (as of December 31, 2021) | Metric | Value | | :----------------------------------- | :------------- | | IPO Units Sold | 17,500,000 Units | | IPO Gross Proceeds | $175,000,000 | | Private Placement Units Sold | 885,000 Units | | Private Placement Gross Proceeds | $8,850,000 | | Total Funds in Trust Account | $178,500,000 | | IPO Consummation Date | October 8, 2021 | - The management team, including Chairman Brian Atwood, CEO Chris Ehrlich, President Douglas Fisher, and CFO Daniel Geffken, possesses significant experience in the life sciences sector, venture capital, and business development, expected to aid in identifying and executing a **high-value business combination**[24](index=24&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - The company identifies the healthcare industry as a **large and growing market** with constant innovation, high investment in technology, and an abundance of private life science companies seeking capital, making it an attractive sector for business combinations[40](index=40&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - The SPAC model offers advantages such as potentially reduced management time, improved access to diverse capital, better price discovery, and mitigation of IPO window closing risks for target biotechnology companies[47](index=47&type=chunk)[48](index=48&type=chunk) - The company's acquisition strategy involves leveraging its management team's wide network and deep industry expertise to proactively source unique opportunities in emerging growth healthcare companies, including biotechnology, medical technology, and digital health[50](index=50&type=chunk)[51](index=51&type=chunk) - Key acquisition criteria include target businesses with **differentiated products/technologies** addressing unmet needs, sufficient progress to reduce investment risk, unrecognized value, strong management, and the ability to benefit from public capital markets[53](index=53&type=chunk)[58](index=58&type=chunk) - The company must complete an initial business combination with an aggregate fair market value of at least **80% of the assets in the trust account** and acquire a controlling interest in the target business[55](index=55&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - Public stockholders have redemption rights upon the consummation of a business combination, allowing them to redeem their Class A common stock at a per-share price based on the trust account balance, subject to a minimum net tangible asset requirement of **$5,000,001** post-redemption[92](index=92&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - If a business combination is not consummated by **January 8, 2023**, the company will liquidate and distribute the trust account proceeds to public stockholders, with warrants expiring worthless[111](index=111&type=chunk)[129](index=129&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company faces numerous risks, including the potential inability to consummate a business combination by the January 8, 2023 deadline, which would result in liquidation and worthless warrants - The company may not be able to consummate a business combination by **January 8, 2023**, leading to liquidation and public stockholders receiving approximately **$10.20 per share**, while warrants would expire worthless[154](index=154&type=chunk)[163](index=163&type=chunk) - The **COVID-19 pandemic** could materially adversely affect the search for a business combination and the operations of any target business[155](index=155&type=chunk) - The sponsor, directors, and officers have agreed to vote in favor of a business combination, potentially influencing the outcome regardless of public stockholder sentiment, and their founder shares could result in significant dilution to public stockholders[145](index=145&type=chunk)[251](index=251&type=chunk)[253](index=253&type=chunk) - Conflicts of interest may arise due to officers' and directors' affiliations with other entities, including other blank check companies, potentially diverting business opportunities[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - The securities in the trust account could bear a **negative interest rate**, potentially reducing the per-share redemption amount below **$10.20**[256](index=256&type=chunk) - The company's status as an **'emerging growth company'** and **'smaller reporting company'** allows for certain exemptions from disclosure requirements, which might make its securities less attractive to some investors or complicate comparisons with other public companies[295](index=295&type=chunk)[298](index=298&type=chunk) - The increasing number of SPACs intensifies competition for attractive targets, potentially increasing acquisition costs and making it harder to find a suitable business combination[229](index=229&type=chunk)[230](index=230&type=chunk) [Item 1B. Unresolved Staff Comments](index=63&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - There are no unresolved staff comments[303](index=303&type=chunk) [Item 2. Properties](index=63&type=section&id=Item%202.%20Properties) The company does not own any real estate or physical properties, maintaining executive offices in Oakland, CA, for which it pays its sponsor $20,000 per month - The company does not own any real estate or other physical properties[304](index=304&type=chunk) - Executive offices are located at 2201 Broadway, Suite 705, Oakland, CA 94612, with a monthly payment of **$20,000** to the sponsor or its affiliate for office space and support services[304](index=304&type=chunk) [Item 3. Legal Proceedings](index=63&type=section&id=Item%203.%20Legal%20Proceedings) As of the report date, there is no material litigation, arbitration, or governmental proceeding pending against the company or its management team - No material litigation, arbitration, or governmental proceeding is currently pending against the company or its management team[305](index=305&type=chunk) [Item 4. Mine Safety Disclosure](index=63&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This item is not applicable to the company - This item is not applicable[306](index=306&type=chunk) PART II [Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=64&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A common stock, and warrants commenced public trading on NASDAQ in October and November 2021, respectively, with no cash dividends paid or intended prior to a business combination - The company's units, Class A common stock, and warrants are listed on the NASDAQ Global Market under symbols PBAXU, PBAX, and PBAXW, respectively, with units commencing trading on **October 6, 2021**, and stock/warrants on **November 26, 2021**[308](index=308&type=chunk) Record Holders (as of March 24, 2022) | Security Type | Number of Record Holders | | :------------ | :----------------------- | | Class A Common Stock | 1 | | Units | 2 | | Warrants | 1 | - The company has not paid cash dividends and does not intend to prior to completing an initial business combination[310](index=310&type=chunk) IPO and Private Placement Financials | Metric | Amount ($) | | :----------------------------------- | :------------- | | IPO Gross Proceeds | 175,000,000 | | Private Placement Gross Proceeds | 8,850,000 | | Total Transaction Costs | 12,729,318 | | Underwriting Discounts and Commissions | 2,635,000 | | Deferred Underwriting Commissions | 9,150,000 | | Other Offering Costs | 944,318 | | Funds Placed in Trust Account | 178,500,000 | | Cash Held Outside Trust Account (as of Oct 8, 2021) | 2,013,672 | [Item 6. [RESERVED]](index=65&type=section&id=Item%206.%20%5BRESERVED%5D) This item is reserved as the company is a smaller reporting company and not required to provide the information - As a smaller reporting company, the company is not required to provide the information for this item[318](index=318&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=65&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is a blank check company with no operating revenues, reporting a net loss of $315,547 for the period from inception to December 31, 2021, and holding $1.098 million in cash outside the trust account and $178.5 million within it - The company is a **blank check company** with no operating revenues to date, focusing on organizational activities and the search for a prospective initial business combination[321](index=321&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk) Financial Performance (June 8, 2021 - December 31, 2021) | Metric | Amount ($) | | :-------------------------- | :------------- | | Net Loss | (315,547) | | Operating Expenses | 251,706 | | Delaware Franchise Taxes | 80,324 | | Cash Used in Operating Activities | (697,109) | | Cash Used in Investing Activities | (178,500,000) | | Cash Provided by Financing Activities | 180,295,682 | Liquidity and Capital Resources (as of December 31, 2021) | Metric | Amount ($) | | :----------------------------------- | :------------- | | Cash Outside Trust Account | 1,098,573 | | Cash and Marketable Securities in Trust Account | 178,499,615 | | Working Capital | 1,263,001 | | Deferred Underwriting Fee Payable | 9,150,000 | | Monthly Administrative Services Fee | 20,000 | | Monthly CEO Spouse Consulting Fee | 15,000 | - The company has no off-balance sheet financing arrangements, long-term debt, capital lease obligations, or operating lease obligations[335](index=335&type=chunk)[336](index=336&type=chunk) - Key accounting policies include accounting for warrants as equity-classified instruments and common stock subject to possible redemption as temporary equity, with changes in redemption value recognized immediately[340](index=340&type=chunk)[341](index=341&type=chunk)[495](index=495&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=Item%207A.%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 - As a smaller reporting company, the company is not required to provide information on quantitative and qualitative disclosures about market risk[344](index=344&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=69&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the company's audited financial statements and supplementary data, which are included elsewhere in the Annual Report following Item 15 - Audited financial statements and supplementary data are included following Item 15 of this Annual Report[345](index=345&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=70&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in or disagreements with accountants on accounting and financial disclosure[346](index=346&type=chunk) [Item 9A. Controls and Procedures](index=70&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2021, the company's disclosure controls and procedures were evaluated as effective, with no material changes in internal control over financial reporting during the most recent fiscal quarter - As of **December 31, 2021**, the company's disclosure controls and procedures were evaluated as effective[347](index=347&type=chunk) - The report does not include management's assessment or an attestation report from the registered public accounting firm on internal control over financial reporting, due to a transition period for newly public companies[349](index=349&type=chunk) - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect the company's internal control over financial reporting during the most recent fiscal quarter[350](index=350&type=chunk) [Item 9B. Other Information](index=70&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - No other information is reported under this item[351](index=351&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=70&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) There are no disclosures regarding foreign jurisdictions that prevent inspections - No disclosures regarding foreign jurisdictions that prevent inspections[352](index=352&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=71&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's executive officers include Chris Ehrlich (CEO), Daniel Geffken (CFO), and Douglas Fisher (President), supported by a board of directors with extensive life sciences and financial expertise, an audit committee (chaired by Caroline Loewy, a financial expert), and a compensation committee (chaired by Kathleen LaPorte), all composed of independent directors, operating under an adopted code of conduct and ethics Directors and Executive Officers (as of March 24, 2022) | Name | Age (Years) | Title | | :---------------- | :-- | :-------------------------------- | | Chris Ehrlich | 52 | Chief Executive Officer and Director | | Daniel Geffken | 65 | Chief Financial Officer | | Douglas Fisher | 46 | President | | Brian G. Atwood | 69 | Director | | Kathleen LaPorte | 60 | Director | | Barbara Kosacz | 64 | Director | | Caroline Loewy | 56 | Director | - The board of directors is divided into **two classes** with staggered two-year terms[368](index=368&type=chunk) - The audit committee consists of Brian Atwood, Kathleen LaPorte, and Caroline Loewy, all independent directors, with Ms. Loewy serving as Chairman and qualifying as an **'audit committee financial expert'**[373](index=373&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk) - The compensation committee consists of Kathleen LaPorte and Barbara Kosacz, both independent directors, with Ms. LaPorte serving as Chairman[377](index=377&type=chunk) - A code of conduct and ethics applicable to directors, officers, and employees has been adopted[383](index=383&type=chunk) [Item 11. Executive Compensation](index=77&type=section&id=Item%2011.%20Executive%20Compensation) No executive officers or directors have received cash compensation for services rendered prior to or in connection with the consummation of an initial business combination, except for certain reimbursements and fees to affiliates for administrative and advisory services - No executive officers or directors have received cash compensation for services rendered prior to or in connection with the consummation of an initial business combination[384](index=384&type=chunk) - Compensation to the sponsor or its affiliates includes repayment of loans, monthly fees for office space and support services (**$20,000/month**), and advisory fees to CCM (**$465,000** at IPO closing, **$1,162,500** upon business combination closing)[384](index=384&type=chunk) - Post-business combination, directors or management team members who remain may receive director, consulting, or management fees, to be determined by the combined company's directors[385](index=385&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=78&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 24, 2022, the company had 18,385,000 shares of Class A common stock and 4,596,250 shares of Class B common stock outstanding, with the sponsor and CEO Chris Ehrlich beneficially owning 23.0% of the combined voting power Outstanding Common Stock (as of March 24, 2022) | Class | Shares Outstanding (Units) | | :---------------- | :----------------- | | Class A Common Stock | 18,385,000 | | Class B Common Stock | 4,596,250 | Beneficial Ownership (as of March 24, 2022) | Name | Class A Shares (Units) | % of Class A (%) | Class B Shares (Units) | % of Class B (%) | Combined Voting Power (Units) | % of Combined Voting Power (%) | | :-------------------------------- | :------------- | :----------- | :------------- | :----------- | :-------------------- | :------------------------- | | Chris Ehrlich (and Sponsor) | 699,996 | 3.8% | 4,596,250 | 100.0% | 5,296,246 | 23.0% | | Highbridge Capital Management, LLC | 1,037,794 | 5.6% | — | — | 1,037,794 | 4.5% | | Beryl Capital Management LLC | 1,230,264 | 6.7% | — | — | 1,230,264 | 5.4% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=80&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has a related party policy and its audit committee reviews and approves related party transactions to mitigate conflicts of interest, with key transactions including founder shares, a private placement, and administrative service fees paid to the sponsor - The company has a code of conduct and ethics requiring avoidance of conflicts of interest, and its audit committee reviews and approves related party transactions[397](index=397&type=chunk)[398](index=398&type=chunk) - The sponsor paid **$25,000** for **4,596,250 founder shares** (Class B common stock), which are subject to transfer restrictions until one year post-business combination or earlier under certain conditions[402](index=402&type=chunk)[403](index=403&type=chunk) - A private placement of **885,000 units** for **$8.85 million** was made to the sponsor, Cantor Fitzgerald, and CCM, with proceeds held in the trust account[405](index=405&type=chunk) - The company pays its sponsor or an affiliate **$20,000 per month** for office space and administrative support services[411](index=411&type=chunk) - Officers and directors have pre-existing fiduciary or contractual obligations to other entities, potentially creating conflicts of interest, but the company's amended and restated certificate of incorporation includes a waiver of the corporate opportunity doctrine[414](index=414&type=chunk)[415](index=415&type=chunk)[417](index=417&type=chunk) - Brian G. Atwood, Kathleen LaPorte, Caroline M. Loewy, and Barbara A. Kosacz are **independent directors** under NASDAQ rules and Rule 10A-3 of the Exchange Act[420](index=420&type=chunk) [Item 14. Principal Accountant Fees and Services](index=84&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Citrin Cooperman & Company, LLP served as the independent registered public accounting firm, with audit fees totaling $49,000 for the period from inception through December 31, 2021, and all services pre-approved by the audit committee - Citrin Cooperman & Company, LLP acted as the independent registered public accounting firm[421](index=421&type=chunk) Principal Accountant Fees (June 8, 2021 - December 31, 2021) | Fee Type | Amount ($) | | :---------------- | :------------- | | Audit Fees | 49,000 | | Audit-Related Fees | 0 | | Tax Fees | 0 | | All Other Fees | 0 | - The audit committee pre-approves all auditing services and permitted non-audit services[426](index=426&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=85&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the company's audited financial statements and supplementary data, including the Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Deficit, Statement of Cash Flows, and accompanying Notes to Financial Statements for the period from June 8, 2021 (inception) to December 31, 2021 - The section includes the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Deficit, Statement of Cash Flows, and Notes to Financial Statements[428](index=428&type=chunk)[430](index=430&type=chunk) - The financial statements were audited by Citrin Cooperman & Company, LLP and present fairly the financial position as of **December 31, 2021**, and results of operations and cash flows for the period from **June 8, 2021 (inception)** through **December 31, 2021**[433](index=433&type=chunk) Balance Sheet Highlights (as of December 31, 2021) | Asset/Liability | Amount ($) | | :----------------------------------- | :------------- | | Total Assets | 180,078,207 | | Investments held in Trust Account | 178,499,615 | | Cash | 1,098,573 | | Total Liabilities | 9,248,072 | | Deferred underwriting fee payable | 9,150,000 | | Class A Common Stock subject to possible redemption | 178,500,000 | | Total Stockholders' Deficit | (7,669,865) | Statement of Operations Highlights (June 8, 2021 - December 31, 2021) | Item | Amount ($) | | :----------------------------------- | :------------- | | Total Operating Expenses | 332,030 | | Unrealized loss on marketable securities in Trust Account | (385) | | Income tax expense (benefit) | (16,868) | | Net Loss | (315,547) | | Basic and diluted net income per share, Class A | 4.15 | | Basic and diluted net loss per share, Class B | (0.03) | Statement of Cash Flows Highlights (June 8, 2021 - December 31, 2021) | Activity | Amount ($) | | :----------------------------------- | :------------- | | Net cash flows used in operating activities | (697,109) | | Net cash flows used in investing activities | (178,500,000) | | Net cash flows provided by financing activities | 180,295,682 | | Net Change in Cash | 1,098,573 | | Cash, End of Period | 1,098,573 | - Notes to Financial Statements provide detailed information on the company's formation, IPO, private placement, related party transactions, commitments, contingencies, and accounting policies, including the treatment of warrants and redeemable common stock[447](index=447&type=chunk)[448](index=448&type=chunk)[470](index=470&type=chunk)[497](index=497&type=chunk)[498](index=498&type=chunk)[499](index=499&type=chunk)[506](index=506&type=chunk)[510](index=510&type=chunk)[525](index=525&type=chunk) [Item 16. Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - This item is not applicable[534](index=534&type=chunk)

Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ 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 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 87-10888 ...