SecProbe.io

November 4, 2024
Chris Ehrlich
Interim 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 October 21, 2024
Amendment No. 1 to Registration Statement on Form S-1
Filed October 22, 2023
File No. 333-282755
Dear Chris Ehrlich:
            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
Cover Page
We note your statement on the cover page that you are registering, among others,
75,000,000 shares of common stock "issuable" to a service provider. You also
reference 75,000,000 shares of Common Stock "to be issued" to the service provider
in footnote 34 to the Selling Securityholders table. We contrast these statements
with inconsistent disclosures on pages 6, 9, and 157 that refer to these same shares as
"issued."
•Please revise throughout to clarify whether these 75,000,000 shares of common
stock have already been issued to the service provider, or whether the private
placement of such securities is incomplete.1.

November 4, 2024
Page 2
•Please note that a transaction that commenced privately cannot be converted to a
registered offering. As applicable, provide your analysis as to why you believe
you are eligible to register the primary issuance of these 75,000,000 shares of
common stock, or alternatively, revise your fee table and registration statement to
remove these shares. Refer to Securities Act Sections Compliance and Disclosure
Interpretations Question 134.02.

2.We note your disclosure on page 7 that the shares of common stock registered for
resale under this prospectus, if issued, would exceed the number of shares of common
stock currently authorized for issuance. You also state that in the event that you obtain
the approval of the Reverse Stock Split at an upcoming special stockholders
meeting, the number of shares registered hereunder will no longer exceed the number
of authorized and unissued shares.
•Please confirm that you will not request acceleration of the effective date of
this registration statement until you have obtained shareholder approval such that
you have sufficient authorized shares to conduct the offering.
•Alternatively, please reduce the number of shares being registered so as not to
exceed the number of currently authorized shares available for issuance.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
CERo, page 125
3.Please revise to also include MD&A disclosure for Legacy CERo's two most recent
fiscal years, or otherwise advise. Refer to Item 303(b) of Regulation S-K, and
instructions thereto.
            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 Lauren Hamill at 303-844-1008 or Chris Edwards at 202-551-6761
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jeffrey Letalien