Christopher B. Ehrlich - 08 Oct 2021 Form 4 Insider Report for PHOENIX BIOTECH ACQUISITION CORP. (CERO)

Footnote F1

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

Footnote F2

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

Footnote F3

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.

Footnote F4

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

Footnote F5

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.

Footnote F6

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.

Footnote F7

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.