EX-4.2





 Exhibit 4.2 
  

			
	NUMBER _____	  	______________ SHARES
	
	SEE REVERSE FOR CERTAIN DEFINITIONS
	
	CUSIP 71902K 105

 PHOENIX BIOTECH ACQUISITION CORP. 

A DELAWARE CORPORATION 

CLASS A COMMON STOCK 
  

			
	 This Certifies that 
	 	 
		
	 is the owner of
	 	 

 FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001
PAR VALUE 
 PER SHARE EACH, OF 

PHOENIX BIOTECH ACQUISITION CORP. 

(THE “CORPORATION”) 

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 

The Corporation must redeem all of its shares of Class A common stock and liquidate if it is unable to complete an initial business combination within 18
months from the date of the completion of the Corporation’s initial public offering (excluding any overallotment exercise), as more fully described in the Corporation’s final prospectus relating to the initial public offering of its
Class A common stock as a part of the units being offered by it dated                  , 2021. 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Corporation. 

Witness the facsimile signatures of its duly authorized officers. 
  

					
	  
	 		 	  

	President	 		 	Secretary
			
	Transfer Agent:	 		 	
			
	  
	 		 	
	Name:	 		 	
	Title:	 		 	













 PHOENIX BIOTECH ACQUISITION CORP. 

The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or
other special rights of each class of shares or series thereof of the Corporation and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to
all of which the holder(s) of this certificate by acceptance hereof assent(s). 
 The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	TEN COM	  	—	  	as tenants in common	  	UNIF GIFT MIN ACT	  		  	Custodian	  	
		  		  		  	  —	  	 	  		  	 
							
	TEN ENT	  	—	  	as tenants by the entireties	  		  	(Cust)	  		  	(Minor)
							
	JT TEN	  	—	  	as joint tenants with right of survivorship and not as tenants in common	  		  	 Under Uniform

Gifts to Minors
	  		  	
					
		  		  		  	Act	  	 
							
		  		  		  		  		  	(State)	  	

 Additional abbreviations may also be used though not in the above list. 

For value received, ________________________ hereby sell(s), assign(s) and transfer(s) unto 

 

	
	 
	
	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	
	 
	
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	
	 
	
	 
	  

                          
   Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably constitute(s) and appoint(s)
                             attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises

	
	 Dated:

	
	 
	
	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
	
	 Signature(s) Guaranteed By:














 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15). 

As more fully described in the Corporation’s final prospectus dated
                     , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata
portion of funds from the trust account referred to therein only in the event that (a) the Corporation redeems the shares of Class A Common Stock sold in its initial public offering because it does not acquire, engage in a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”) within 18 months from the date of the
completion of the Corporation’s initial public offering (excluding any overallotment exercise), or (b) the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A Common Stock sold in the Corporation’s
initial public offering (“Public Shares”) in connection with (i) a tender offer (or proxy, solely in the event the Corporation is required to seek stockholder approval of the proposed Business Combination) setting forth
the details of a proposed Business Combination or (ii) the Corporation seeking stockholder approval of an amendment to its Certificate of Incorporation (x) to modify the timing or substance of its obligation to repurchase 100% of Public
Shares if the Corporation does not complete an initial Business Combination within the 18 month timeframe or (y) with respect to any other provisions relating to stockholders’ rights or pre-initial
Business Combination activity. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.