SEC Form 3

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 (Last) (First) (Middle) 398 PRIMROSE ROAD, SUITE 328 (Street) BURLINGAME CA 94010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/26/2024	3. Issuer Name and Ticker or Trading Symbol CERO THERAPEUTICS HOLDINGS, INC. [ CERO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,870,783	I	By YK Bioventures Opportunities Fund I, L.P.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* YK Bioventures Opportunities GP I, LLC (Last) (First) (Middle) 398 PRIMROSE ROAD, SUITE 328 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* YK Bioventures Opportunities Fund I, L.P. (Last) (First) (Middle) 398 PRIMROSE ROAD, SUITE 328 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kossar Mitchell William (Last) (First) (Middle) C/O YK BIOVENTURES 398 PRIMROSE ROAD, SUITE 328 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Yeung Gary Kahing (Last) (First) (Middle) C/O YK BIOVENTURES 398 PRIMROSE ROAD, SUITE 328 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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.

	YK Bioventures Opportunities GP I, LLC, By /s/ Gary K. Yeung, Managing Partner	11/14/2024
	YK Bioventures Opportunities Fund I, L.P., By YK Bioventures Opportunities GP I, LLC, its General Partner, By /s/ Gary K. Yeung, Managing Partner	11/14/2024
	/s/ Mitchell W. Kossar	11/14/2024
	/s/ Gary K. Yeung	11/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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