Correspondence 0001213900-24-036676 from CERO THERAPEUTICS HOLDINGS, INC. (CERO)
CERO THERAPEUTICS HOLDINGS, INC.
Date: April 26, 2024 · CIK: 0001870404 · Accession: 0001213900-24-036676
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278603
Referenced dates: April 22, 2024
Letter
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 (212) 813-8800
April 26, 2024
BY EDGAR
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3628
Attention: Jessica Dickerson
Suzanne Hayes
Re: CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278603
Ladies and Gentlemen:
This letter is submitted on behalf of CERo Therapeutics Holdings, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission in a letter dated April 22, 2024 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed on April 10, 2024 (the “Registration Statement”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment No. 1”), which includes changes in response to certain of the Staff’s comments.
For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the responses below refer to Amendment No. 1. Defined terms used herein but not otherwise defined herein have the meanings given to them in Amendment No. 1.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Registration Statement on Form S-1
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.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has provided this disclosure beginning on page 130 of Amendment No. 1.
Page 2
If you have any questions or would like further information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at sdavis@goodwinlaw.com or (212) 813-8804.
Sincerely,
/s/ Stephen Davis
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Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 (212) 813-8800
April 26, 2024
BY EDGAR
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3628
Attention:
Jessica Dickerson
Suzanne Hayes
Re:
CERo Therapeutics Holdings, Inc.
Registration Statement on Form S-1
Filed April 10, 2024
File No. 333-278603
Ladies and Gentlemen:
This letter is submitted on behalf of CERo Therapeutics
Holdings, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission in a letter dated April 22, 2024 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed on April 10, 2024 (the “Registration
Statement”). The Company is concurrently submitting Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which includes changes in response to certain of the Staff’s comments.
For your convenience, the Staff’s numbered
comments set forth in the Comment Letter have been reproduced in bold with responses immediately following each comment. Unless otherwise
indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references
in the responses below refer to Amendment No. 1. Defined terms used herein but not otherwise defined herein have the meanings given to
them in Amendment No. 1.
The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.
Registration Statement on Form S-1
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.
Response: The Company respectfully acknowledges the
Staff’s comment and advises the Staff that it has provided this disclosure beginning on page 130 of Amendment No. 1.
Page 2
If you have any questions or would like further
information concerning the Company’s responses to your Comment Letter, please do not hesitate to contact me at sdavis@goodwinlaw.com
or (212) 813-8804.
Sincerely,
/s/ Stephen Davis
Stephen Davis, Esq.
cc:
Brian Atwood, CERo Therapeutics Holdings, Inc.
Jeffrey A. Letalien, Goodwin Procter LLP