Sec Form 3 Filing - Ehrlich Christopher B @ PHOENIX BIOTECH ACQUISITION CORP. - 2021-10-05

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ehrlich Christopher B 2. Issuer Name and Ticker or Trading Symbol PHOENIX BIOTECH ACQUISITION CORP. [ PBAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and and Secretary (Last) (First) (Middle) 2201 BROADWAY, SUITE 705 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2021 (Street) OAKLAND, CA94612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock 663,263 ( 1 ) ( 2 ) I By Phoenix Biotech Sponsor, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 3 ) ( 3 ) ( 3 ) Class A common stock 4,679,125 ( 2 ) ( 4 ) I By Phoenix Biotech Sponsor, LLC Warrants $ 11.5 ( 5 ) ( 6 ) Class A common stock 331,632 ( 7 ) I By Phoenix Biotech Sponsor, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ehrlich Christopher B 2201 BROADWAY, SUITE 705 OAKLAND, CA94612 X X CEO and and Secretary Signatures /s/ Chris Ehrlich 10/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held directly by the issuer's sponsor, Phoenix Biotech Sponsor, LLC (the "Sponsor") and underlie 663,263 units of the issuer that this entity irrevocably committed to purchase. ( 2 )These shares are held directly by the Sponsor, which managed by the reporting person. As a result, all of the shares 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. ( 3 )The Class B shares will automatically convert into Class A shares 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. ( 4 )The shares of Class B common stock include up to 592,875 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option. ( 5 )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. ( 6 )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. ( 7 )These warrants are held directly by Phoenix Biotech Sponsor, LLC and underlie 663,263 units of the issuer that this entity irrevocably committed to purchase.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.