SEC Comment Letter 0000000000-24-004426 to CERO THERAPEUTICS HOLDINGS, INC. (CERO)
CERO THERAPEUTICS HOLDINGS, INC.
Date: April 22, 2024 · CIK: 0001870404 · Accession: 0000000000-24-004426
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278603
Letter
United States securities and exchange commission logo April 22, 2024 Brian Atwood Chief Executive Officer CERo Therapeutics Holdings, Inc. 201 Haskins Way, Suite 230 South San Francisco, CA 94080 Re:CERo Therapeutics Holdings, Inc. Registration Statement on Form S-1 Filed April 10, 2024 File No. 333-278603 Dear Brian Atwood: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1, Filed April 10, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations of PBAX, page 124 1.Please update your registration statement to also include a management's discussion and analysis of financial condition and results of operations for Legacy CERo. Refer to Instruction 1 to paragraph (b) of Item 303 of Regulation S-K, which requires the discussion to cover the periods covered by the financial statements included in the filing. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
FirstName LastNameBrian Atwood Comapany NameCERo Therapeutics Holdings, Inc. April 22, 2024 Page 2 FirstName LastName Brian Atwood CERo Therapeutics Holdings, Inc. April 22, 2024 Page 2 Please contact Jessica Dickerson at 202-551-8013 or Suzanne Hayes at 202-551-3675 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Stephen M. Davis, Esq.
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United States securities and exchange commission logo
April 22, 2024
Brian Atwood
Chief Executive Officer
CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
Re:CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278603
Dear Brian Atwood:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1, Filed April 10, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations of
PBAX, page 124
1.Please update your registration statement to also include a management's discussion and
analysis of financial condition and results of operations for Legacy CERo. Refer to
Instruction 1 to paragraph (b) of Item 303 of Regulation S-K, which requires the
discussion to cover the periods covered by the financial statements included in the filing.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
FirstName LastNameBrian Atwood
Comapany NameCERo Therapeutics Holdings, Inc.
April 22, 2024 Page 2
FirstName LastName
Brian Atwood
CERo Therapeutics Holdings, Inc.
April 22, 2024
Page 2
Please contact Jessica Dickerson at 202-551-8013 or Suzanne Hayes at 202-551-3675
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Stephen M. Davis, Esq.