Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SLOAN STUART M 2. Date of Event Requiring Statement (Month/Day/Year) 2024-09-24 3. Issuer Name and Ticker or Trading Symbol CERO THERAPEUTICS HOLDINGS, INC. [CERO] (Last) (First) (Middle) C/O SLOAN CAPITAL COMPANIES , 4734 25TH AVENUE NE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) SEATTLE WA 98105 6. Individual or Join/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
SLOAN STUART M C/O SLOAN CAPITAL COMPANIES 4734 25TH AVENUE NE SEATTLE, WA98105		X

Signatures

/s/ Stuart Sloan	2024-11-20
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On September 24, 2024, 10,720 shares of Series A Preferred Stock beneficially previously acquired by the reporting person on February 14, 2024 and originally convertible into 107,200 shares of Common Stock at an original conversion price of $10.00 per share, were converted by the Issuer into 20,710,973 shares of Common Stock at an adjusted conversion price of $0.06747 per share in a Rule 16b-3 exempt transaction.
(2)	The shares of Common Stock are held of record and beneficially by SMS Revocable Trust. Stuart Sloan is the sole grantor and trustee of SMS Revocable Trust.

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