Phoenix Biotech SPAC extends business combination deadline to Jan 2024 after shareholder vote; ~523k shares redeemed

CERO THERAPEUTICS HOLDINGS, INC.

Stockholders approved charter and trust amendments allowing up to six monthly extensions through January 8, 2024.
Holders of 523,341 Class A shares exercised redemption rights; paid $10.74 per share, totaling ~$5.6M.
Sponsor deposited $37,052 into trust for first extension; trust balance now ~$8.3M.
6,246,207 Class A shares outstanding post-redemption, with 4,596,250 from converted Sponsor-held Class B shares.

item 1.01 item 5.03 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC.: Amended charter to allow board to extend business combination deadline up to six additional months, one month each time, from July 8, 2023 to as late as January 8, 2024, and allow redemption rights without tender offer compliance (effective 2023-07-07).

Change: charter amendment
Effective: 2023-07-07

Exact text from the filing

On July 7, 2023, the Company’s stockholders approved an amendment (the “ Charter Amendment ”) to the Company’s amended and restated certificate of incorporation, as amended by the First Amendment dated December 20, 2022 (the “ Charter ”), to provide its board of directors the ability to extend the date by which the Company has to consummate a business combination up to six times for one month each time, for a maximum of six additional months.

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

CERO THERAPEUTICS HOLDINGS, INC. amended Trust Agreement Amendment with Continental Stock Transfer and Trust Company (effective 2023-07-07).

Action: amendment
Counterparty: Continental Stock Transfer and Trust Company
Effective: 2023-07-07

Exact text from the filing

Trust Agreement Amendment At the Special Meeting, the Company’s stockholders approved a proposal to amend (the “ Trust Agreement Amendment ”) the Investment Management

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Proposal 1 — The Charter Amendment Proposal — a proposal to amend the Charter to (a) provide its board of directors the ability to extend the date by which the company has to consummate a business combination up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2 at the 2023-07-07 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-07-07

Exact text from the filing

Proposal 1 — The Charter Amendment Proposal — a proposal to amend the Charter to (a) provide its board of directors the ability to extend the date by which the Company has to consummate a business combination up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024 and (b) allow for the Company to provide redemption rights to the Company’s public stockholders in accordance with the requirements of the charter without complying with the tender offer rules. For Against Abstain 5,941,375 216,173 0

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CERO THERAPEUTICS HOLDINGS, INC. shareholders approved Proposal 2 — The Trust Amendment Proposal — a proposal to amend the Trust Agreement to extend the business combination period up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024. at the 2023-07-07 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-07-07

Exact text from the filing

Proposal 2 — The Trust Amendment Proposal — a proposal to amend the Trust Agreement to extend the business combination period up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024. For Against Abstain 5,941,355 216,213 0

View on SEC.gov

84 governance changes filed in the last 30 days. Browse all governance changes →

CERO THERAPEUTICS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001213900-23-055873

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