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 * YK Bioventures Opportunities GP I, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 2024-09-26 3. Issuer Name and Ticker or Trading Symbol CERO THERAPEUTICS HOLDINGS, INC. [CERO] (Last) (First) (Middle) 398 PRIMROSE ROAD, SUITE 328 , 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) BURLINGAME CA 94010 6. Individual or Join/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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
YK Bioventures Opportunities GP I, LLC 398 PRIMROSE ROAD, SUITE 328 BURLINGAME, CA94010
YK Bioventures Opportunities Fund I, L.P. 398 PRIMROSE ROAD, SUITE 328 BURLINGAME, CA94010		X
Kossar Mitchell William C/O YK BIOVENTURES 398 PRIMROSE ROAD, SUITE 328 BURLINGAME, CA94010		X
Yeung Gary Kahing C/O YK BIOVENTURES 398 PRIMROSE ROAD, SUITE 328 BURLINGAME, CA94010		X

Signatures

YK Bioventures Opportunities GP I, LLC, By /s/ Gary K. Yeung, Managing Partner	2024-11-14
**Signature of Reporting Person	Date
YK Bioventures Opportunities Fund I, L.P., By YK Bioventures Opportunities GP I, LLC, its General Partner, By /s/ Gary K. Yeung, Managing Partner	2024-11-14
**Signature of Reporting Person	Date
/s/ Mitchell W. Kossar	2024-11-14
**Signature of Reporting Person	Date
/s/ Gary K. Yeung	2024-11-14
**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)	Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

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