Material Event Form 8 K

Item 8.01 Other Events.

On August 26, 2024, CERo Therapeutics Holdings, Inc. (the "Company") filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") in connection with the Company's special meeting of stockholders scheduled for September 26, 2024 (the "Special Meeting") to seek the approval of its stockholders to implement a reverse stock split (the "Reverse Stock Split") within a range of one-for-twenty-five to a maximum of a one-for-one hundred and fifty. The Company has determined to cancel the Special Meeting and to withdraw from consideration by the Company's stockholders the proposals set forth in the Proxy Statement, and will file a proxy statement to convene a new special meeting of stockholders at a later date, which will include a proposal for the Reverse Stock Split and may include one or more additional proposals.