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                             July 27, 2021

       Chris Ehrlich
       Chief Executive Officer
       PHOENIX BIOTECH ACQUISITION CORP.
       2001 Market Street, Suite 3400
       Philadelphia, PA 19103

                                                        Re: PHOENIX BIOTECH
ACQUISITION CORP.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 8,
2021
                                                            CIK No. 0001870404

       Dear Mr. Ehrlich:

                                                        This is to advise you
that we do not intend to review your registration statement.

               We request that you publicly file your registration statement
and nonpublic draft
       submissions at least 15 days prior to any road show as that term is
defined in Rule 433(h)(4) or,
       in the absence of a road show, at least 15 days prior to the requested
effective date of the
       registration statement. Please refer to Rules 460 and 461 regarding
requests for acceleration. We
       remind you that the company and its management are responsible for the
accuracy and adequacy
       of their disclosures, notwithstanding any review, comments, action or
absence of action by the
       staff.

                                                        Please contact Timothy
Collins at 202-551-3176 with any questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Energy & Transportation
       cc:                                              Mark Rosenstein