Sec Form 4 Filing - PHOENIX BIOTECH SPONSOR, LLC @ CERO THERAPEUTICS HOLDINGS, INC. - 2024-02-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PHOENIX BIOTECH SPONSOR, LLC 2. Issuer Name and Ticker or Trading Symbol CERO THERAPEUTICS HOLDINGS, INC. [ CERO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2201 BROADWAY, SUITE 705 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2024 (Street) OAKLAND, CA94612 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/14/2024 J( 4 ) 1,125,000 D 4,171,246 D Common Stock 02/14/2024 J( 1 ) 4,171,246 D 1,000,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Promissory Note $ 10 02/14/2024 M( 2 ) 0 ( 2 ) ( 2 ) ( 2 ) Common Stock ( 2 ) $ 0 0 D Series A Convertible Preferred Stock $ 10 02/14/2024 M( 2 ) 1,555 ( 3 ) ( 3 ) Common Stock 155,500 $ 1,000 1,555 D Series A Convertible Preferred Stock $ 10 02/14/2024 J( 1 ) 1,555 ( 3 ) ( 3 ) Common Stock 155,500 $ 1,000 0 D Warrants $ 11.5 02/14/2024 J( 1 ) 349,998 03/15/2024 02/14/2029 Common Stock 349,998 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PHOENIX BIOTECH SPONSOR, LLC 2201 BROADWAY, SUITE 705 OAKLAND, CA94612 X Signatures /s/ Chris Ehrlich 02/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock, Series A Preferred Stock or warrants, as applicable, distributed-in-kind by the reporting person to its members, pro rata and without consideration. ( 2 )Upon closing of the Issuer's initial business combination, the aggregate principal amount of the Convertible Promissory Note converted into shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") at a conversion price equal to $10.00. ( 3 )Each share of Series A Preferred Stock has a stated value of $1,000 and, at the option of the holder, is convertible into a number of shares of Common Stock determined by dividing (x) the value of the shares of Series A Preferred Stock, plus any additional amounts thereon as of such date of determination, by (y) the conversion price, which is currently $10.00, subject to adjustments. The Series A Preferred Stock has no expiration date. ( 4 )Represents shares of Common Stock forfeited to the Issuer for no consideration in connection with the Issuer's initial business combination.

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 4(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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