1、As filed with the Securities and Exchange Commission on July 21,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 CERO THERAPEUTICS HOLDINGS,INC.(Exact name of registrant as specified in its char

2、ter)Delaware 2836 81-4182129(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)201 Haskins Way,Suite 230South San Francisco,CA 94080(650)407-2376(Address,including zip code,and telephone number,includi

3、ng area code,of registrants principal executive offices)Chris EhrlichChief Executive OfficerCERo Therapeutics Holdings,Inc.201 Haskins Way,Suite 230South San Francisco,CA 94080Telephone:(650)407-2376(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies

4、 to:Stephen M.DavisJeffrey A.LetalienGoodwin Procter LLP620 Eighth AvenueNew York,NY 10018(212)813-8800 Approximate date of commencement of proposed sale to the public:From time to time after this Registration Statement becomes effective.If any of the securities being registered on this Form are to

5、be offered on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following boxand list the Securities Act r

6、egistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effectiv