Correspondence 0001213900-24-037164 from CERO THERAPEUTICS HOLDINGS, INC. (CERO)
CERO THERAPEUTICS HOLDINGS, INC.
Date: April 29, 2024 · CIK: 0001870404 · Accession: 0001213900-24-037164
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File numbers found in text: 333-278603
Letter
VIA EDGAR Division of Corporation Finance Office of Life Sciences Attention: Jessica Dickerson Acceleration Request for Registration Statement on Form S-1 File No. 333-278603 Requested Date: May 1, 2024 Requested Time: 4:05 p.m. Eastern Time
Dear Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933, as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to May 1, 2024, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration Statement be declared effective at some other time.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin, by calling Stephen Davis at (212) 813-8804. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin, Attention: Stephen Davis, by email at SDavis@goodwinlaw.com.
If you have any questions regarding this request, please contact Stephen Davis of Goodwin at (212) 813-8804.
Sincerely,
CERo Therapeutics Holdings, Inc.
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CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
April 29, 2024
VIA EDGAR
Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jessica Dickerson
Suzanne Hayes
Re: CERo Therapeutics
Holdings, Inc.
Acceleration Request for Registration
Statement on Form S-1
File No. 333-278603
Requested Date: May 1, 2024
Requested Time: 4:05 p.m. Eastern Time
Dear Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933,
as amended, CERo Therapeutics Holdings, Inc. hereby requests that the effective date of the above-referenced registration statement (the
“Registration Statement”) be accelerated to May 1, 2024, at 4:05 p.m., Eastern Time, or as soon thereafter as practicable,
unless we or our outside counsel, Goodwin Procter LLP (“Goodwin”), request by telephone that such Registration Statement
be declared effective at some other time.
Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin, by calling Stephen Davis at (212) 813-8804. We also respectfully request that a copy
of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration Statement be
sent to our counsel, Goodwin, Attention: Stephen Davis, by email at SDavis@goodwinlaw.com.
If you have any questions regarding this request, please
contact Stephen Davis of Goodwin at (212) 813-8804.
Sincerely,
CERo Therapeutics Holdings, Inc.
/s/ Brian G. Atwood
Chief Executive Officer
cc: Stephen M. Davis, Esq., Goodwin Procter LLP
Jeffrey A. Letalien, Esq., Goodwin Procter LLP