CERO

SEC source: 0001213900-24-015874 · ownership.xml · nonDerivative · entry 2

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 248,735

F1 · price: Represents shares of Common Stock issued to the Atwood-Edminster Trust (as defined below) in connection with the Issuer's business combination consummated on February 14, 2024.

F3 · ownership.nature: The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.

SEC source: 0001213900-24-015874 · ownership.xml · nonDerivative · entry 1

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 100,527

F2 · kind: Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 33,045 shares if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 33,045 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 13,218 shares shall vest upon a change of control; and (iv) 28,601 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.

F2 · price: Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 33,045 shares if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 33,045 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 13,218 shares shall vest upon a change of control; and (iv) 28,601 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.

F3 · ownership.nature: The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.

SEC source: 0001213900-24-021525 · ownership.xml · derivative · entry 4

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 13,857

Underlying: Common Stock · 13,857 shares

Expires 2030-12-27

F5 · derivative.exercise_date: Represents an option to purchase the Issuer's Common Stock that was converted from the then outstanding CERo Therapeutics, Inc. option immediately prior to the consummation of the Issuer's business combination. The option is fully vested.

F3 · ownership.nature: The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.

SEC source: 0001213900-24-021525 · ownership.xml · derivative · entry 3

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 1,002

Underlying: Common Stock · 100,200 shares

Expires not disclosed

F4 · kind: On February 14, 2024, the Atwood-Edminster Trust acquired 1,002 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024. Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments (the "Conversion Price"). The Series A Preferred Stock has no expiration date.

F4 · derivative.exercise_date: On February 14, 2024, the Atwood-Edminster Trust acquired 1,002 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024. Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments (the "Conversion Price"). The Series A Preferred Stock has no expiration date.

F4 · derivative.expiration_date: On February 14, 2024, the Atwood-Edminster Trust acquired 1,002 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement dated as of February 5, 2024. Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments (the "Conversion Price"). The Series A Preferred Stock has no expiration date.

F3 · ownership.nature: The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.

SEC source: 0001213900-24-021525 · ownership.xml · nonDerivative · entry 2

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 248,735

F1 · price: Represents shares of Common Stock issued to the Atwood-Edminster Trust (as defined below) in connection with the Issuer's business combination consummated on February 14, 2024.

F3 · ownership.nature: The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.

SEC source: 0001213900-24-021525 · ownership.xml · nonDerivative · entry 1

ATWOOD BRIAN G · CIK 0001266567 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Indirect · Atwood-Edminster Trust dtd 4-2-2000

Disclosed balance after: 100,527

F2 · kind: Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 33,045 shares if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 33,045 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 13,218 shares shall vest upon a change of control; and (iv) 28,601 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.

F2 · price: Represents earnout shares, each of which consist of one share of the Issuer's Common Stock, subject to forfeiture if certain vesting conditions are not satisfied. The earnout shares vest as follows: (i) 33,045 shares if the volume weighted average price ("VWAP") of the Common Stock for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $12.50 or (y) 125% of the then applicable conversion price; (ii) 33,045 shares shall vest if the VWAP for at least 20 of any 30 consecutive trading days following February 14, 2024 equals or exceeds the lesser of (x) $15.00 or (y) 150% of the then applicable conversion price; (iii) 13,218 shares shall vest upon a change of control; and (iv) 28,601 shares shall vest upon the Issuer's submission of an IND application to the FDA. If the vesting conditions are not met prior to February 14, 2028, the earnout shares will be cancelled.

F3 · ownership.nature: The reporting person is the trustee of the Atwood-Edminster Trust dtd 4-2-2000 (the "Atwood-Edminster Trust") and has sole voting and disposition power with respect to the shares owned by the Atwood-Edminster Trust.

SEC source: 0000899243-21-039932 · doc4.xml · derivative · entry 1

LAPORTE KATHLEEN · CIK 0001196201 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 17,500

Underlying: Class A Common Stock · 17,500 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F2 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F3 · shares: The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F2 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

SEC source: 0000899243-21-039941 · doc4.xml · derivative · entry 3

Ehrlich Christopher B · CIK 0001293973 · Director · CEO and Secretary · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 349,998

Underlying: Class A Common Stock · 18,366 shares

Expires not disclosed

F1 · kind: Acquisition by the issuer's sponsor, Phoenix Biotech Sponsor, LLC (the "Sponsor") in connection with the partial exercise of the underwriters' over-allotment option.

F6 · derivative.exercise_date: The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

F7 · derivative.expiration_date: The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A common shares or the issuer's liquidation.

F5 · balance_after: These securities are held directly by the Sponsor, which managed by the reporting person. As a result, all of the securities may be deemed to be beneficially held by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

SEC source: 0000899243-21-039941 · doc4.xml · derivative · entry 2

Ehrlich Christopher B · CIK 0001293973 · Director · CEO and Secretary · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 4,596,250

Underlying: Class A Common Stock · 82,875 shares

Expires not disclosed

F3 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F4 · kind: Forfeiture and cancellation of shares of Class B common stock for no consideration because the underwriters' over-allotment option was not exercised in full.

F4 · price: Forfeiture and cancellation of shares of Class B common stock for no consideration because the underwriters' over-allotment option was not exercised in full.

F3 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F3 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F5 · balance_after: These securities are held directly by the Sponsor, which managed by the reporting person. As a result, all of the securities may be deemed to be beneficially held by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

SEC source: 0000899243-21-039941 · doc4.xml · nonDerivative · entry 1

Ehrlich Christopher B · CIK 0001293973 · Director · CEO and Secretary · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 699,996

F1 · kind: Acquisition by the issuer's sponsor, Phoenix Biotech Sponsor, LLC (the "Sponsor") in connection with the partial exercise of the underwriters' over-allotment option.

F2 · shares: These shares underlie the same number of units of the issuer held by the reporting person.

F5 · price: These securities are held directly by the Sponsor, which managed by the reporting person. As a result, all of the securities may be deemed to be beneficially held by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F2 · balance_after: These shares underlie the same number of units of the issuer held by the reporting person.

F5 · balance_after: These securities are held directly by the Sponsor, which managed by the reporting person. As a result, all of the securities may be deemed to be beneficially held by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

SEC source: 0000899243-21-039931 · doc4.xml · derivative · entry 1

ATWOOD BRIAN G · CIK 0001266567 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 25,000

Underlying: Class A Common Stock · 25,000 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F2 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F3 · shares: The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F2 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

SEC source: 0000899243-21-039940 · doc4.xml · derivative · entry 1

Geffken Daniel E. · CIK 0001314756 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 30,000

Underlying: Class A Common Stock · 30,000 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F2 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F3 · shares: The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F2 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

SEC source: 0000899243-21-039938 · doc4.xml · derivative · entry 1

Loewy Caroline M · CIK 0001367451 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 17,500

Underlying: Class A Common Stock · 17,500 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F2 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F3 · shares: The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F2 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

SEC source: 0000899243-21-039936 · doc4.xml · derivative · entry 3

Fisher Douglas · CIK 0001572355 · President

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 5,000

Underlying: Class A Common Stock · 5,000 shares

Expires not disclosed

F1 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F3 · shares: Held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F5 · shares: These warrants underlie 10,000 units of the issuer purchased by the reporting person.

F1 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F6 · derivative.exercise_date: The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

F7 · derivative.expiration_date: The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A common shares or the issuer's liquidation.

F3 · ownership.nature: Held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

SEC source: 0000899243-21-039936 · doc4.xml · derivative · entry 2

Fisher Douglas · CIK 0001572355 · President

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 100,000

Underlying: Class A Common Stock · 100,000 shares

Expires not disclosed

F4 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F1 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F3 · shares: Held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F1 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F4 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F4 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F3 · ownership.nature: Held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

SEC source: 0000899243-21-039936 · doc4.xml · nonDerivative · entry 1

Fisher Douglas · CIK 0001572355 · President

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 10,000

F1 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F2 · shares: These shares underlie 10,000 units of the issuer purchased by the reporting person.

F1 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC.

F3 · ownership.nature: Held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC, of which the reporting person is a member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

SEC source: 0000899243-21-039928 · doc4.xml · derivative · entry 1

Kosacz Barbara · CIK 0001763316 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Phoenix Biotech Sponsor, LLC

Disclosed balance after: 17,500

Underlying: Class A Common Stock · 17,500 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F2 · kind: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F3 · shares: The reporting person disclaims beneficial ownership of these securities, except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

F2 · price: Allocated to the reporting person as a member of Phoenix Biotech Sponsor, LLC, for service on the issuer's board of directors.

F1 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F1 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

SEC source: 0000899243-21-039943 · doc4.xml · derivative · entry 3

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 349,998

Underlying: Class A Common Stock · 18,366 shares

Expires not disclosed

F1 · kind: Acquisition by reporting person in connection with the partial exercise of the underwriters' over-allotment option.

F5 · derivative.exercise_date: The warrants will become exercisable at the later of 30 days after the consummation of the issuer's initial business combination or 12 months from the completion of the issuer's initial public offering.

F6 · derivative.expiration_date: The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A common shares or the issuer's liquidation.

SEC source: 0000899243-21-039943 · doc4.xml · derivative · entry 2

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,596,250

Underlying: Class A Common Stock · 82,875 shares

Expires not disclosed

F3 · derivative.exercise_price: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F4 · kind: Forfeiture and cancellation of shares of Class B common stock for no consideration because the underwriters' over-allotment option was not exercised in full.

F4 · price: Forfeiture and cancellation of shares of Class B common stock for no consideration because the underwriters' over-allotment option was not exercised in full.

F3 · derivative.exercise_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

F3 · derivative.expiration_date: The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

SEC source: 0000899243-21-039943 · doc4.xml · nonDerivative · entry 1

PHOENIX BIOTECH SPONSOR, LLC · CIK 0001870407 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 699,996

F1 · kind: Acquisition by reporting person in connection with the partial exercise of the underwriters' over-allotment option.

F2 · shares: These shares underlie the same number of units of the issuer held by the reporting person.

F2 · balance_after: These shares underlie the same number of units of the issuer held by the reporting person.