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): January 3, 2024
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 1.01. Entry into a Material Definitive Agreement.
On January 3, 2024, Phoenix Biotech Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at 11:00 a.m. Eastern Time for the purposes of considering and voting upon the Charter Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal (each as defined below). For more information on these proposals, please refer to the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) dated December 14, 2023 (the “Proxy Statement”).
Trust Agreement Amendment
At the Special Meeting, the Company’s stockholders approved a proposal to amend (the “Trust Agreement Amendment”) the Investment Management Trust Agreement (the “Trust Agreement”), dated as of October 5, 2021, as amended by the Amendment No. 1 dated December 20, 2022 and Amendment No. 2 dated July 7, 2023, by and between the Company and Continental Stock Transfer and Trust Company (“Continental”), to extend the business combination period up to three times for one month each time from January 8, 2024 to February 8, 2024, March 8, 2024 or April 8, 2024. On January 3, 2024, the Company and Continental entered into the Trust Agreement Amendment.
The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment, a copy of which is attached as Exhibit 10.2 hereto and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 3, 2024, 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 and the Second Amendment dated July 7, 2023 (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 three times for one month each time, for a maximum of three additional months. On January 3, 2024, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware, which was subsequently corrected by a Certificate of Correction (the “Certificate of Correction”) dated January 4, 2024 to correct certain scrivener’s errors in the Charter Amendment.
The foregoing descriptions are qualified in their entirety by reference to the Charter Amendment and the Certificate of Correction, copies of which are attached as Exhibits 3.1 and 3.2 hereto and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
On January 3, 2024, the Company held the Special Meeting at 11:00 a.m. Eastern Time for the purposes of considering and voting upon the Charter Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. As of the record date of December 13, 2023, there were a total of 6,246,207 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. Proxies were received for 5,549,893 shares of Common Stock, or approximately 88.9% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum.
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 three times for one month each time from January 8, 2024 to February 8, 2024, March 8, 2024 or April 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 |
| 5,538,823 | | 11,070 | | 0 |
Proposal 2 - The Trust Amendment Proposal - a proposal to amend the Trust Agreement to extend the business combination period up to three times for one month each time from January 8, 2024 to February 8, 2024, March 8, 2024 or April 8, 2024.
| For | | Against | | Abstain |
| 5,538,811 | | 11,082 | | 0 |
Proposal 3 - The Adjournment Proposal - a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and Trust Amendment Proposal.
The Adjournment Proposal was not presented to the stockholders because there were sufficient votes to approve the Charter Amendment Proposal and the Trust Amendment Proposal.
Item 8.01. Other Events.
In connection with the approval of the Charter Amendment, holders of 11,625 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), exercised redemption rights. As a result, following satisfaction of such redemptions, as of the date of this Current Report on Form 8-K, the Company has 6,234,582 Class A Shares outstanding, of which (i) 753,332 are Class A Shares issued to the public in the Company’s initial public offering, which Class A Shares are entitled to receive a pro rata portion of the remaining funds in the Company’s trust account in connection with its initial business combination, a liquidation or certain other events, (ii) 4,596,250 are Class A Shares issued upon the conversion of an equal number of shares of the Company’s Class B common stock, par value $0.0001 per share, acquired by Phoenix Biotech Sponsor, LLC (“Sponsor”) prior to the Company’s initial public offering, which Class A Shares do not have redemption rights, and (iii) 885,000 are Class A Shares included in the private placement units acquired in the private placement by the Sponsor and other investors concurrent with the Company’s initial public offering, which Class A Shares do not have redemption rights.
On January 4, 2024, the Sponsor deposited $22,599.96 in the trust account in connection with the extension of the business combination deadline. On January 4, 2024, the Company made a series of payments of an aggregate of $128,133.03 to holders of redeemed Class A Shares (an aggregate of $11.02 per redeemed Class A Share). As a result of the deposit described above, such payments and accrual of interest, the balance in the trust account as of the date of this Current Report on Form 8-K is approximately $8.3 million.
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: January 5, 2024
