SEC Form SC 13G filed by CERo Therapeutics Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

CERo Therapeutics Holdings, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

71902K105

(CUSIP Number)

August 2, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨  Rule 13d-1(b)

¨  Rule 13d-1(c)

x  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 71902K105

CUSIP No. 71902K105

CUSIP No. 71902K105

CUSIP No. 71902K105

CERo Therapeutics Holdings, Inc. (the “Issuer”)

201 Haskins Way, Suite 230, South San Francisco, CA 94080

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

The address of the principal business office of each of the Reporting Persons is:

c/o YK Bioventures Capital Partners, LLC, 398 Primrose Road, Suite 328, Burlingame, CA 94010.

The Fund is a Delaware limited partners and the General Partner is a Delaware limited liability company. Messrs. Yeung and Kossar are United States citizens.

Common stock, par value $0.0001 per share (“Common Stock”)

Not applicable.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The beneficial ownership percentages reported are based on 150,312,572 outstanding shares of Common Stock on October 30, 2024, as reported to the Reporting Persons by the Issuer.

As of the date hereof, the Fund directly holds 22,620,783 shares of Common Stock of the Issuer. The General Partner is the general partner of the Fund. Messrs. Yeung and Kossar are the managing partners of the General Partner. As the general partner of the Fund, the General Partner may be deemed to beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), any securities of the Issuer held by the Fund. As managing partners of the General Partner, Messrs. Yeung and Kossar may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit List

Exhibit 1: Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.