As filed with the Securities and Exchange Commission on May 6, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Num ...

As filed with the Securities and Exchange Commission on April 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Num ...

As filed with the Securities and Exchange Commission on April 26, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Num ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. 333- CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code ...

As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 2836 | 81-4182129 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40877 CERO THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 81-4182129 | | --- | --- ...

Financial Performance - As of September 30, 2023, the Company reported a net loss of $334,028 for the three months ended, primarily due to general and administrative expenses of $429,801 and provision for income taxes of $25,751, partially offset by interest income of $121,524 [135]. - For the nine months ended September 30, 2023, the Company had a net loss of $2,253,473, consisting of general and administrative expenses of $2,563,647 and provision for income taxes of $70,409, with interest income of $380,583 providing partial offset [137]. Financial Position - The Company had $119,014 in its operating bank accounts and approximately $8.3 million in the Trust Account as of September 30, 2023, indicating a working capital deficit of $4,568,584 [141][133]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2023, and has incurred a $35,000 outstanding balance owed to the Sponsor for administrative services [148][149]. IPO and Business Combination - The Company completed its IPO on October 8, 2021, raising gross proceeds of $175 million from 17,500,000 Units sold at $10.00 per Unit, with an additional $8.85 million from the sale of 885,000 Placement Units [139]. - The Company entered into a business combination agreement with CERo Therapeutics, Inc. on June 4, 2023, which includes the issuance of approximately 5.0 million shares of Class A common stock as consideration [128][129]. - The Company incurred $12,729,318 in transaction costs related to the IPO, including $2,635,000 in underwriting fees and $9,150,000 in deferred underwriting fees [140]. Trust Account and Financing - The Sponsor has made several deposits into the Trust Account, totaling $37,051.83 for the extension of the business combination deadline, with additional deposits of $8,845.59, $22,949, and $22,949 made in subsequent months [132]. - The Company anticipates using substantially all funds in the Trust Account to complete its Business Combination, with potential additional financing required if significant Public Shares are redeemed [144][146]. Going Concern - The Company has raised concerns regarding its ability to continue as a going concern for a reasonable period, projecting insufficient funds to cover expenses over the next year without additional capital [147]. Fees and Accounting - The company has a deferred fee agreement of $9,150,000 payable to the underwriter, contingent upon completing a Business Combination [152]. - The company accounts for warrants as either equity or liability classified instruments based on specific terms and guidance, concluding that Public and Private Placement Warrants qualify for equity accounting treatment [154]. - Common stock subject to possible redemption is classified as temporary equity due to certain redemption rights considered outside of the company's control [155]. - As of September 30, 2023, the company reported no dilutive securities, resulting in diluted net (loss) income per share being the same as basic net (loss) income per share [156]. - The company adopted ASU 2016-13 on January 1, 2023, which did not impact its financial statements [157].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40877 PHOENIX BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorpor ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited Q1 2023 financial statements detail a pre-business combination SPAC's $14.4 million assets, $481,712 net loss, and going concern issues [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) Total assets decreased to $14.4 million by March 31, 2023, from $42.4 million due to redemptions, with liabilities at $12.4 million and an $11.6 million stockholders' deficit Condensed Balance Sheet Data (Unaudited) | | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$14,430,169** | **$42,367,032** | | Marketable securities and cash held in Trust Account | $14,031,783 | $41,665,974 (Restricted Cash) | | Cash | $178,093 | $475,870 | | **Total Liabilities** | **$12,443,189** | **$39,898,341** | | Deferred underwriting fee payable | $9,150,000 | $9,150,000 | | Shareholder redemption liability | — | $27,842,747 | | **Total stockholders' deficit** | **($11,578,660)** | **($11,000,154)** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net loss for Q1 2023 increased to $481,712 from $377,997 in Q1 2022, primarily due to higher general and administrative expenses Condensed Statements of Operations (Unaudited) | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | Total operating expenses | $590,268 | $404,777 | | Total other income | $108,556 | $26,780 | | **Net Loss** | **($481,712)** | **($377,997)** | | Basic and diluted net loss per share, Class A | ($0.07) | ($0.02) | [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) The accumulated deficit increased from $11.0 million at year-end 2022 to $11.6 million by March 31, 2023, due to the quarterly net loss and Class A stock accretion - The total stockholders' deficit grew to **$11,578,660** as of March 31, 2023, from **$11,000,154** at December 31, 2022, primarily due to the net loss incurred during the quarter[16](index=16&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $197,777 for Q1 2023, with $100,000 used in investing, reducing cash from $475,870 to $178,093 Condensed Statements of Cash Flows (Unaudited) | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | Net cash used in operating activities | ($197,777) | ($308,091) | | Net cash used in for investing activities | ($100,000) | — | | **Net change in cash** | **($297,777)** | **($308,091)** | | Cash, end of period | $178,093 | $790,482 | [Notes to (Unaudited) Condensed Financial Statements](index=8&type=section&id=Notes%20to%20%28Unaudited%29%20Condensed%20Financial%20Statements) Notes detail the SPAC's nature, business combination deadline extension, significant redemptions, substantial going concern doubt, and subsequent NASDAQ delisting notice - The company is a blank check company formed to effect a Business Combination and has not commenced any operations as of March 31, 2023[22](index=22&type=chunk)[24](index=24&type=chunk) - The deadline to consummate a business combination was extended to June 8, 2023. In connection with the extension, holders of **16,211,702 shares** of Class A common stock exercised their redemption rights[36](index=36&type=chunk)[38](index=38&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern for one year from the issuance date of the financial statements due to insufficient funds to cover projected expenses[46](index=46&type=chunk)[128](index=128&type=chunk) - Subsequent to the quarter end, on April 3, 2023, the company received a notice from Nasdaq for non-compliance with the minimum **$50 million** Market Value of Listed Securities requirement[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the SPAC's Q1 2023 net loss of $481,712, extended business combination deadline, redemptions, and substantial going concern doubt due to liquidity issues - The company is a blank check company with no operations, formed for the purpose of effecting a business combination[113](index=113&type=chunk) Results of Operations Comparison | | For the Three Months Ended March 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | **Net Loss** | **$481,712** | **$377,997** | | *Reason for Change* | *Increase primarily due to higher general and administrative expenses.* | | - The company extended its business combination deadline to June 8, 2023. The Sponsor has deposited funds into the Trust Account to facilitate this extension[115](index=115&type=chunk)[117](index=117&type=chunk) - The company projects it will not have sufficient funds to cover expenses over the next year, raising substantial doubt about its ability to continue as a going concern[128](index=128&type=chunk)[46](index=46&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the registrant is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[139](index=139&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[141](index=141&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[142](index=142&type=chunk) [PART II – OTHER INFORMATION](index=23&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no involvement in any legal proceedings - The company is not involved in any legal proceedings[143](index=143&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K filed on March 24, 2023[144](index=144&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details the use of IPO and private placement proceeds, with $178.5 million funding the Trust Account and $12.7 million in offering costs, including deferred underwriting fees - The company consummated its IPO of **15,500,000 units** at **$10.00 per unit** on October 8, 2021, generating gross proceeds of **$155,000,000**[145](index=145&type=chunk) - Simultaneously with the IPO and over-allotment exercise, the company sold **885,000 Private Placement Units** at **$10.00 per unit**, generating gross proceeds of **$8,850,000**[147](index=147&type=chunk)[148](index=148&type=chunk) - A total of **$178,500,000** from the net proceeds was placed in a trust account to be used for a future Business Combination[150](index=150&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There were no defaults upon senior securities[152](index=152&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[153](index=153&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item - No other information was reported[154](index=154&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications by the Principal Executive and Financial Officers - A list of exhibits filed with or incorporated by reference into the Form 10-Q is provided[155](index=155&type=chunk)

Financial Performance - As of December 31, 2022, the company reported a net loss of $667,736, primarily due to operating expenses of $2,841,391 and Delaware franchise taxes of $64,050 [342]. - As of December 31, 2022, the company had a working capital deficit of $1,605,546 [345]. - The company projects insufficient funds to cover expenses over the next year, raising substantial doubt about its ability to continue as a going concern [350]. Cash and Securities - The company had $41,665,974 in cash and marketable securities held in the Trust Account, designated for a business combination or stock repurchase [345]. - Following the IPO, a total of $178,500,000 was placed in the Trust Account, with transaction costs amounting to $12,729,318 [344]. - The company intends to use substantially all funds in the Trust Account for completing a business combination and financing operations of the target business [347]. Initial Public Offering (IPO) - The company completed its Initial Public Offering (IPO) on October 8, 2021, raising gross proceeds of $175,000,000 from the sale of 17,500,000 units at $10.00 per unit [343]. Financial Obligations - The company has a deferred fee obligation of $9,150,000 to the underwriter, payable only upon completion of a business combination [355]. - The company entered into a promissory note with the Sponsor for up to $1,500,000 to fund ongoing operations, with $650,000 outstanding as of December 31, 2022 [348]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022 [351].