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May 16, 2024
Charles R. Carter
Chief Financial 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 May 6, 2024
File No. 333-279156
Dear Charles R. Carter:
            We have conducted a limited review of your registration statement and have the
following comments.
            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 May 6, 2024
Cover Page
1.For each of the shares being registered for resale, disclose the price that the Selling
Securityholders paid for such shares.

 FirstName LastNameCharles R. Carter
 Comapany NameCero Therapeutics Holdings, Inc.
 May 16, 2024 Page 2
 FirstName LastName
Charles R. Carter
Cero Therapeutics Holdings, Inc.
May 16, 2024
Page 2
2.We note your disclosure that all of your Warrants are out of the money and that the
holders of such Warrants are not likely to exercise their Warrants. To the extent it is
unlikely that the Warrant holders would exercise their Warrants, describe the impact on
your liquidity and update to discuss your ability to fund your operations on a prospective
basis with your current cash on hand. Provide similar disclosure in the "Liquidity and
Capital Resources" section starting on page 128.
Risk Factors
Certain existing securityholders purchased our securities at a price below the current trading
price of such securities..., page 13
3.Please revise to also disclose the potential profit the Selling Securityholders will earn
based on the current trading price.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cero
Liquidity and Capital Resources, page 128
4.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the Warrants because of the disparity
between the exercise price of the Warrants and the current trading price of the Common
Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
            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.
            Please contact Tamika Sheppard at 202-551-8346 or Tim Buchmiller at 202-551-3635
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey A. Letalien, Esq.