SEC Comment Letter 0000000000-25-000715 to CERO THERAPEUTICS HOLDINGS, INC. (CERO)
CERO THERAPEUTICS HOLDINGS, INC.
Date: Jan. 23, 2025 · CIK: 0001870404 · Accession: 0000000000-25-000715
AI Filing Summary & Sentiment
Reasoning
Letter
January 23, 2025 Brian G. Atwood Trustee Atwood-Edminster Trust dtd 4-2-2000 4165 Canyon Road Lafayette, CA 94549 Re:Atwood-Edminster Trust dtd 4-2-2000 CERo Therapeutics Holdings, Inc. Schedule 13D Filed by the Atwood-Edminster Trust dtd 4-2-2000 et al. Filed October 30, 2024 File No. 005-92943 Dear Brian G. Atwood: We have conducted a limited review of the above-captioned filing and have the following comment. Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comment applies to your facts and circumstances or that an amendment is appropriate, please advise us why in a response letter. After reviewing any amendment to the filing and any information provided in response to this comment, we may have additional comments. Schedule 13D Filed October 30, 2024 General 1.We note that the event reported as requiring the filing of the Schedule 13D was September 25, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the September 25, 2024 event date, the Schedule 13D submitted on October 30, 2024 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
January 23, 2025 Page 2 Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at 202-551-3266. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
Show Raw Text
January 23, 2025
Brian G. Atwood
Trustee
Atwood-Edminster Trust dtd 4-2-2000
4165 Canyon Road
Lafayette, CA 94549
Re:Atwood-Edminster Trust dtd 4-2-2000
CERo Therapeutics Holdings, Inc.
Schedule 13D Filed by the Atwood-Edminster Trust dtd 4-2-2000 et al.
Filed October 30, 2024
File No. 005-92943
Dear Brian G. Atwood:
We have conducted a limited review of the above-captioned filing and have the
following comment.
Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate, please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional comments.
Schedule 13D Filed October 30, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was
September 25, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a
Schedule 13D within five business days after the date beneficial ownership of more
than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was
acquired. Based on the September 25, 2024 event date, the Schedule 13D submitted
on October 30, 2024 was not timely filed. Please advise us why the Schedule 13D was
not filed within the required five business days after the date of the acquisition.
We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
January 23, 2025
Page 2
Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions