UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 3, 2023
PHOENIX BIOTECH ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40877 |
|
87-1088814 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
| 2201 Broadway, Suite 705, Oakland, CA |
|
94612 |
| (Address of principal executive offices) |
|
(Zip Code) |
(215)
731-9450
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
PBAXU |
|
NASDAQ
Global Market |
| Class A common stock, par value $0.0001 per share |
|
PBAX |
|
NASDAQ
Global Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock |
|
PBAXW |
|
NASDAQ
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities.
On
July 3, 2023, Phoenix Biotech Sponsor LLC (the “Sponsor”) delivered notice
of conversion of an aggregate of 4,596,250 shares of Class A common stock of the Phoenix Biotech Acquisition Corp. (the “Company”),
par value $0.0001 per share (the “Class A Shares”), into an equal number
of shares of the Company’s Class B common stock of the Company, par value $0.0001 per share (the “Class
B Shares”), held thereby (the “Conversion”). The 4,596,250 Class
A Shares, representing approximately 67.9% of the total issued and outstanding Class A Shares after the Conversion, issued in connection
with the Conversion are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among others,
certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as
further described in the proxy statement/prospectus on Form S-4 filed with the Securities and Exchange Commission on June 7, 2023.
The
issuance of the Class A Shares is pursuant to the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933,
as amended.
Item 8.01. Other Events.
On
July 3, 2023, the Company determined to postpone the Company’s special meeting of its stockholders (the “Special
Meeting”), originally scheduled to be held on July 5, 2023, to allow additional time for the Company to engage with its stockholders
and solicit redemption reversals.
The
Special Meeting will now be held on Friday, July 7, 2023 at 11:00 a.m. Eastern time. There is no change to the location or the record
date of the Special Meeting. The live webcast for the Special Meeting will be available by visiting www.cstproxy.com/phoenixbiotech/2023.
On
July 3, 2023, the Company filed a supplement (the “Proxy Supplement”) to its proxy statement dated June 15, 2023
in connection with the Special Meeting. The Proxy Supplement announces a change in the terms of the funds to be deposited into the Company’s
trust account in connection with each one-month extension. The Sponsor has decided to cause to be deposited into the trust account in
connection with each one-month extension $0.03 for each public share that is not redeemed in connection with the Special Meeting, for
an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special Meeting.
Stockholders
who have previously submitted shares for redemption or who have voted by proxy do not need to do anything prior to the Special Meeting
unless they change their decision as to redemption or voting.
A
copy of the Proxy Supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
This
Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer
to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
PHOENIX BIOTECH
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Chris Ehrlich |
| |
Name: |
Chris
Ehrlich |
| |
Title: |
Chief
Executive Officer |
Dated:
July 3, 2023
3
Exhibit
99.1
PHOENIX
BIOTECH ACQUISITION CORP.
2201 Broadway, Suite 705
Oakland, CA 94612
SUPPLEMENT
TO
PROXY
STATEMENT DATED JUNE 15, 2023
FOR
THE SPECIAL MEETING
OF
THE STOCKHOLDERS OF
PHOENIX
BIOTECH ACQUISITION CORP.
Dear
Phoenix Biotech Acquisition Corp. stockholder:
You
have previously received definitive proxy materials dated June 15, 2023 (the “Proxy Statement”) in connection with
the special meeting of the stockholders of Phoenix Biotech Acquisition Corp., a Delaware corporation (the “Company”, “we”,
“us” or “our”), to be held virtually on July 5, 2023, at 11:00 a.m. Eastern Time, via live webcast
at www.cstproxy.com/phoenixbiotech/2023 (the “Special Meeting”), or at such other time, on such other date
and at such other place to which the meeting may be postponed or adjourned. The purpose of this document (the “Proxy Supplement”)
is to supplement the Proxy Statement with certain new and/or revised information as follows:
Change
in Terms for Extension. Phoenix Biotech Sponsor LLC (the “Sponsor”) has decided to cause to be deposited into
the trust account in connection with each one-month extension $0.03 for each public share that is not redeemed in connection with the
Special Meeting, for an aggregate deposit of up to $0.18 for each public share that is not redeemed in connection with the Special Meeting.
Postponement
of Special Meeting and Extension of Redemption Deadline. Due to the changes described above, the Company has decided to postpone
the Special Meeting to July 7, 2023 at 11:00 a.m. Eastern time. Shareholders will have until July 6, 2023 (the business day prior
to the meeting) to submit a proxy or to revoke a previously-given proxy.
The
deadline for redemption of public shares has been extended to 5:00 p.m. Eastern time on July 5, 2023 (two business days prior to the
meeting date).
Redemption
requests may be withdrawn until July 7, 2023 at 11:00 a.m. Eastern Time (the meeting time).
The
disclosures in this proxy supplement should be read in conjunction with, the disclosures contained in the Proxy Statement, which in turn
should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy
Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. Terms used herein,
unless otherwise defined, have the meanings set forth in the Proxy Statement.
No
Offer or Solicitation
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Charter Amendment Proposal or Trust Amendment Proposal. This communication shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Participants
in the Solicitation
The
Company, its directors and certain of its respective executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Extension. Information about the directors and executive officers of
the Company is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Additional information regarding
the persons who may, under the rules of the Securities and Exchange Commission (“SEC”), be deemed participants in the proxy
solicitation of the shareholders of the Company and a description of their direct and indirect interests are contained in the Proxy Statement.
Additional
Information and Where To Find It
On
June 15, 2023, the Company filed the Proxy Statement with the SEC in connection with its solicitation of proxies for the Shareholder
Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement
(including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at
www.sec.gov or by directing a request to: Phoenix Biotech Acquisition Corp. at 2201 Broadway, Suite 705, Oakland, CA 94612.
Cautionary
Statement Regarding Forward Looking Statements
This
communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such
as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,”
“may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include,
but are not limited to, statements regarding the date of the Special Meeting. These statements are based on current expectations on the
date of this communication and involve a number of risks and uncertainties that may cause actual results to differ significantly. The
Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Except
as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy or tendered
your shares for redemption in accordance with the procedures set forth in the Proxy Statement and you do not wish to make any changes,
you do not need to do anything further.
This
Proxy Supplement is dated July 3, 2023
Phoenix Biotech Aquisition (NASDAQ:PBAXU)
過去 株価チャート
から 4 2024 まで 5 2024
Phoenix Biotech Aquisition (NASDAQ:PBAXU)
過去 株価チャート
から 5 2023 まで 5 2024
