Correspondence 0001213900-25-006822 from CERO THERAPEUTICS HOLDINGS, INC. (CERO)
CERO THERAPEUTICS HOLDINGS, INC.
Date: Jan. 27, 2025 · CIK: 0001870404 · Accession: 0001213900-25-006822
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File numbers found in text: 333-284007
Letter
VIA EDGAR Division of Corporation Finance Office of Life Sciences Acceleration Request for Registration Statement on Form S-1 File No. 333-284007 Requested Date: January 28, 2025 Requested Time: 4:00 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 January 28, 2025, at 4:00 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 Jeffrey Letalien at (212) 459-7203. 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: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.
If you have any questions regarding this request, please contact Jeffrey Letalien of Goodwin at (212) 459-7203.
Sincerely,
CERo Therapeutics Holdings, Inc.
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CERo Therapeutics Holdings, Inc.
201 Haskins Way, Suite 230
South San Francisco, CA 94080
January 27, 2025
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
Re: CERo Therapeutics Holdings, Inc.
Acceleration Request for Registration Statement
on Form S-1
File No. 333-284007
Requested Date: January 28, 2025
Requested Time: 4:00 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 January 28, 2025, at 4:00 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 Jeffrey Letalien at (212) 459-7203. 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: Jeffrey Letalien, by email at JLetalien@goodwinlaw.com.
If you have any questions regarding this request,
please contact Jeffrey Letalien of Goodwin at (212) 459-7203.
Sincerely,
CERo Therapeutics Holdings, Inc.
/s/ Chris Ehrlich
Chief Executive Officer
cc: Stephen M. Davis, Esq., Goodwin Procter LLP
Jeffrey A. Letalien, Esq., Goodwin Procter LLP