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

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.

 Names of Reporting Persons

 Lawrence Corey

 Check the Appropriate Box if a Member of a Group (see instructions)

 (a) ☐  (b) ☐

 SEC USE ONLY

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 8,529,316 shares⁽¹⁾

 Shared Voting Power

 0

 Sole Dispositive Power

 8,529,316 shares⁽¹⁾

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 8,529,316 shares⁽¹⁾

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 ☐

 Percent of Class Represented by Amount in Row 9

 5.7%⁽²⁾

 Type of Reporting Person (see instructions)

 IN

Includes (1) 8,454,339 shares of Common Stock held directly by Lawrence Corey and (2) 74,977 shares of Common Stock issuable upon the exercise of warrants exercisable within 60 days of December 10, 2024.

The percentage was based on 150,312,572 shares of Common Stock that were outstanding as of November 19, 2024, as set forth in the Issuer’s Quarterly Report on Form 10-Q/A as filed with the SEC on November 20, 2024.

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

8033 SE 45th Street

Mercer Island, WA 98040

☐   Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐   Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐   A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐   Group, in accordance with §240.13d–1(b)(1)(ii)(K).