Phoenix Biotech Acquisition Corp. to merge with CERo Therapeutics in $50M deal

CERO THERAPEUTICS HOLDINGS, INC.

Consideration: ~5.0M shares of Class A common stock (value ~$50M) for CERo holders, plus up to 1.2M earnout shares.
Closing condition: available cash after redemptions must be at least $30M; termination date Sept 30, 2023, extendable.
Sponsor (699,996 Class A and 4,596,250 Class B shares) and CERo stockholders entered support agreements to vote in favor.
Combined company renamed to 'CERo Therapeutics Holdings, Inc.' and will apply to list on Nasdaq.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC. entered into Business Combination Agreement with Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc., and CERo Therapeutics, Inc. (effective 2023-06-04).

Action: entry
Agreement: merger
Counterparty: Phoenix Biotech Acquisition Corp., PBCE Merger Sub, Inc., and CERo Therapeutics, Inc.
Effective: 2023-06-04

Exact text from the filing

On June 4, 2023, Phoenix Biotech Acquisition Corp., a Delaware corporation (the “ Company ”), entered into a business combination agreement and plan of reorganization (the “ Business Combination Agreement ”), by and among the Company, PBCE Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and CERo Therapeutics, Inc., a Delaware corporation (“ CERo ”).

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275 material agreements filed in the last 30 days. Browse all material agreements →

CERO THERAPEUTICS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-160387

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