CERO THERAPEUTICS HOLDINGS, INC.

This proxy statement (this “proxy statement”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this proxy statement, including statements regarding the Company’s future results of operations and financial position, business strategy, drug candidates, planned preclinical studies and clinical trials, results of preclinical studies, clinical trials, research and development (“R&D”) costs, regulatory approvals, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond the Company’s control and may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about:

• our financial performance;

• our ability to obtain additional cash and the sufficiency of our existing cash, cash equivalents and marketable securities to fund our future operating expenses and capital expenditure requirements, including the development and, if approved, commercialization of our product candidates;

• our ability to realize the benefits expected from the business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of June 4, 2023 (as amended, the “Business Combination Agreement”), by and among CERo Therapeutics, Inc. (“Legacy CERo”), Phoenix Biotech Acquisition Corp. (“PBAX”) and PBCE Merger Sub, Inc. (“Merger Sub”);

• the scope, progress, results and costs of developing CER-1236 or any other product candidates we may develop, and conducting preclinical studies and clinical trials;

• the timing and costs involved in obtaining and maintaining regulatory approval of CER-1236 or any other product candidates we may develop, and the timing or likelihood of regulatory filings and approvals, including our expectation to seek special designations or accelerated approvals for our drug candidates for various indications;

• current and future agreements with third parties in connection with the development and commercialization of CER-1236 or any other future product candidate;

• the ability of our clinical trials to demonstrate the safety and efficacy of CER-1236 and any other product candidates we may develop, and other positive results;

• our plans relating to the commercialization of CER-1236 and any other product candidates we may develop, if approved, including the geographic areas of focus and our ability to grow a sales team;

• the success of competing drugs, therapies or other products that are or may become available;

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• our plans relating to the further development and manufacturing of CER-1236 and any other product candidates we may develop, including additional indications that we may pursue for CER-1236 or other product candidates;

• our potential and ability to successfully manufacture and supply CER-1236 and any other product candidates we may develop for clinical trials and for commercial use, if approved;

• the rate and degree of market acceptance of CER-1236 and any other product candidates we may develop, as well as the pricing and reimbursement of CER-1236 and any other product candidates we may develop, if approved;

• our expectations regarding our ability to obtain, maintain, protect and enforce intellectual property protection for CER-1236 and for any other product candidate;

• our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of third parties;

• our ability to successfully defend litigation that may be instituted against us;

• our ability to realize the anticipated benefits of any strategic transactions;

• our ability to attract and retain the continued service of our key personnel and to identify, hire, and then retain additional qualified personnel and our ability to attract additional collaborators with development, regulatory and commercialization expertise;

• the ability to obtain or maintain the listing of our common stock, and our public warrants on the Nasdaq Stock Market (“Nasdaq”);

• the impact of macroeconomic conditions and geopolitical turmoil on our business and operations;

• our expectations regarding the period during which we will qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and as a smaller reporting company under the federal securities laws; and

• our anticipated use of our existing cash, cash equivalents and marketable securities.

We have based these forward-looking statements largely on the Company’s current expectations and projections about the Company’s business, the industry in which we operate and financial trends that we believe may affect the Company’s business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this proxy statement and are subject to a number of risks, uncertainties and assumptions described in “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and elsewhere in this proxy statement. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in the Company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this proxy statement, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this proxy statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

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This proxy statement includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this proxy statement appear without the® and ™ symbols, but those references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, the Company’s rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

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PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 29, 2025

GENERAL INFORMATION

Why did I receive this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by the Company for use at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. The Annual Meeting will be held virtually via live interactive webcast on the internet on May 29, 2025 at 9:00 a.m. Pacific Time. If you held shares of the Company’s common stock, on March 31, 2025 (the “Record Date”), you are invited to attend the Annual Meeting athttps://www.cstproxy.com/cero/2025 and vote on the proposals described below under the heading “What am I voting on?”

When is the record date for the Annual Meeting?

The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on March 31, 2025.

What am I voting on?

There are six proposals scheduled to be voted on at the Annual Meeting:

• Proposal No. 1: The approval of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to combine outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) into a lesser number of outstanding shares (the “Reverse Stock Split”), by a ratio of not less than one-for-two and not more than one-for-twenty-five, with the exact ratio to be set within this range by our Board in its sole discretion (the “Reverse Stock Split Proposal” or “Proposal No. 1”).

• Proposal No. 2: The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon the exercise of warrants to purchase Common Stock (the “February 2025 Common Warrants”) issued in a registered direct offering in February 2025 (the “February 2025 Registered Direct Offering”) at less than the “minimum price” under Nasdaq Listing Rule 5635(d), including the issuance of equity compensation to one of the Company’s directors upon the exercise of the February 2025 Common Warrants at less than market value pursuant to Nasdaq Listing Rule 5635(c) (the “Nasdaq Share Issuance (Warrants) Proposal” or “Proposal No. 2”).

• Proposal No. 3: The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635 upon the conversion of the Company’s Series D convertible preferred stock, par value $0.0001 per share (the “Series D Preferred Stock”), issued in a private placement in April 2025 (the “April 2025 Private Placement”), at less than the “minimum price” under Nasdaq Listing Rule 5635(d) (the “Nasdaq Share Issuance (Series D) Proposal” or “Proposal No. 3”)

• Proposal No. 4: The approval of the CERo Therapeutics Holdings, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), as amended to increase the number of shares of Common Stock available for issuance under the 2024 Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 2,000,000 shares (the “Plan Share Increase Proposal” or “Proposal No. 4”).

• Proposal No. 5: The approval of the election of two Class I directors to the Board, to serve until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal (the “Director Election Proposal” or “Proposal No. 5”);

• Proposal No. 6: The ratification of the appointment of Wolf & Company, P.C. (“Wolf”), as the Company’s independent registered public accounting firm for the 2025 fiscal year (the “Auditor Ratification Proposal” or “Proposal No. 6”); and

• Proposal No. 7: The approval of an adjournment of the Annual Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal Nos. 1, 2, 3 or 4 (the “Adjournment Proposal” or “Proposal No. 7”).

How does the Board recommend that I vote?

The Company’s Board recommends that you vote your shares:

• “FOR” Proposal No. 1: The approval of an amendment to our Certificate of Incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, by a ratio of not less than one-for-two and not more than one-for-twenty-five, with the exact ratio to be set within this range by our Board in its sole discretion.

• “FOR” Proposal No. 2: The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon the exercise of February 2025 Common Warrants issued in the February 2025 Registered Direct Offering at less than the “minimum price” under Nasdaq Listing Rule 5635(d), including the issuance of equity compensation to one of the Company’s directors upon the exercise of the February 2025 Common Warrants at less than market value pursuant to Nasdaq Listing Rule 5635(c).

• “FOR” Proposal No. 3: The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon conversion of the Series D Preferred Stock issued in the April 2025 Private Placement.

• “FOR” Proposal No. 4: The approval of the 2024 Plan, as amended to increase the number of shares of Common Stock available for issuance under the 2024 Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 2,000,000 shares.

• “FOR” Proposal No. 5: The approval of the election of two Class I directors to the Board, to serve until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

• “FOR” Proposal No. 6: The ratification of the appointment of Wolf, as the Company’s independent registered public accounting firm for the 2025 fiscal year.

• “FOR” Proposal No. 7: The approval of an adjournment of the Annual Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal Nos. 1, 2, 3 or 4.

Who can vote at the Annual Meeting?

If you were a holder of record of the Company’s Common Stock as of the close of business on March 31, 2025, the Record Date for the Annual Meeting, you may vote your shares at the Annual Meeting. As of the Record Date, there were 5,169,723 shares of Common Stock outstanding and entitled to vote. This number excludes treasury shares, as Company treasury shares will not be voted. Each stockholder has one vote for each share of Common Stock held as of the Record Date.

A list of the Company’s stockholders of record will be open for examination by any stockholder beginning ten days prior to the Annual Meeting at the Company’s offices located at 201 Haskins Way, Suite 230, South San Francisco, CA 94080. If you would like to view the list, please contact the Company’s proxy solicitor, Okapi Partners, LLC, at (877) 566-1922 (toll free) or by e-mail atinfo@okapipartners.com. In addition, the list will be available for inspection by stockholders on the virtual meeting website during the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote live online at the meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, the Company urges you to fill out and return the proxy card that may be mailed to you or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting via the internet athttps://www.cstproxy.com/cero/2025. However, because you are not the stockholder of record, you may not vote your shares live online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

How can I attend the Annual Meeting?

If you are a stockholder of record or a beneficial owner as of the Record Date, you are invited to attend the Annual Meeting live via the internet athttps://www.cstproxy.com/cero/2025. You must have your 16-digit control number listed on the proxy card or in the instructions that accompanied your proxy materials to enter the meeting. The webcast starts at 9:00 a.m. Pacific Time. You may vote and submit questions while attending the meeting on the internet. Instructions on how to attend and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, will be posted athttps://www.cstproxy.com/cero/2025.

What if I return the proxy card to the Company but do not make specific choices?

If you return a signed, dated proxy card to the Company without making any voting selections, the named proxies will vote your shares:

• “FOR” Proposal No. 1: The approval of an amendment to our Certificate of Incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, by a ratio of not less than one-for-two and not more than one-for-twenty-five, with the exact ratio to be set within this range by our Board in its sole discretion.

• “FOR” Proposal No. 2: The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon the exercise of February 2025 Common Warrants issued at the February 2025 Registered Direct Offering at less than the “minimum price” under Nasdaq Listing Rule 5635(d), including the issuance of equity compensation to one of the Company’s directors upon the exercise of the February 2025 Common Warrants at less than market value pursuant to Nasdaq Listing Rule 5635(c).

• “FOR” Proposal No. 3: The approval, subject to certain conditions, of the issuance of shares of Common Stock in accordance with Nasdaq Listing Rule 5635, upon conversion of the Series D Preferred Stock issued in the April 2025 Private Placement.

• “FOR” Proposal No. 4: The approval of the 2024 Plan, as amended to increase the number of shares of Common Stock available for issuance under the 2024 Plan and the number of shares that may be issued pursuant to incentive stock options by an additional 2,000,000 shares.

• “FOR” Proposal No. 5: The approval of the election of two Class I directors to the Board, to serve until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

• “FOR” Proposal No. 6: The ratification of the appointment of Wolf, as the Company’s independent registered public accounting firm for the 2025 fiscal year.

• “FOR” Proposal No. 7: The approval of an adjournment of the Annual Meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes in favor of Proposal Nos. 1, 2, 3 or 4.

The Company does not expect that any matters other than the Reverse Stock Split Proposal and the approval of any other matters, if necessary, described in this proxy statement will be brought before the Annual Meeting. The persons appointed as proxies will vote in their discretion on any other matters that may properly come before the Annual Meeting or any postponements or adjournments thereof, including any vote to postpone or adjourn the Annual Meeting.

How do I revoke my proxy?

If you are a stockholder of record, you may revoke your proxy by (1) following the instructions on your proxy card and entering a new vote over the Internet or by telephone by the cutoff time of 11:59 p.m. Eastern Time on May 28, 2025, (2) attending the Annual Meeting online and voting by following the instructions at or (3) by filing an instrument in writing revoking the proxy or submitting another duly executed proxy card bearing a later date with the Company’s Secretary. Any written notice of revocation or subsequent proxy card must be received by the Company’s Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to the Company’s Secretary or sent to the Company’s offices at 201 Haskins Way, Suite 230, South San Francisco, CA 94080, Attention: Secretary.

How many shares must be present or represented to conduct business at the Annual Meeting?

A quorum of stockholders is necessary to hold a valid annual meeting of stockholders. A quorum will be present if the stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present, in person or by remote communication or by proxy, at the Annual Meeting. On the Record Date, there were 5,169,723 shares of Common Stock outstanding and entitled to vote. Thus, the holders of at least 2,584,862 shares of Common Stock must be present or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote live online at the Annual Meeting. Abstentions and shares represented by broker non-votes are counted for the purpose of determining whether a quorum is present. If there are insufficient votes to constitute a quorum at the time of the Annual Meeting, the holders of Common Stock representing a majority of the voting power present at the Annual Meeting or the presiding officer may adjourn the Annual Meeting to another place (if any), date or time and from time to time.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count for Proposal Nos. 1 and 6 (each of which is considered a “routine matter”) and Proposal Nos. 2, 3, 4, 5 and 7 (each of which is considered a “non-routine matter”) votes “FOR” and “AGAINST,” and abstentions and, if applicable, broker non-votes.

What are “broker non-votes”?

A “broker non-vote” occurs when your broker, bank or other agent has not received voting instructions from the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine.” Under the rules that govern brokers who are voting shares held in street name, brokers have the discretion to vote your “uninstructed” shares on “routine” matters, but not on “non-routine” matters. Proposal Nos. 1 and 6 are considered to be “routine” under these rules, such that your broker may vote your shares on this proposal in its discretion in the absence of your voting instructions. Conversely, Proposal Nos. 2, 3, 4, 5 and 7 are considered to be “non-routine” under these rules such that your broker may not vote your shares on this proposal in the absence of your voting instructions.

What is the voting requirement to approve each of the proposals?

Proposal No. 1 — Reverse Stock Split Proposal

The proposal to approve an amendment to our Certificate of Incorporation to combine outstanding shares of our Common Stock into a lesser number of outstanding shares, by a ratio of not less than one-for-two and not more than one-for-twenty-five, with the exact ratio to be set within this range by our Board in its sole discretion, requires the approval by a majority of the votes properly cast for such matter. Abstentions will have no effect on the outcome of this proposal. As such proposal is a “routine” matter under NYSE rules, we do not expect any broker non-votes with respect to such proposal.

Proposal No. 2 — Nasdaq Share Issuance (Warrants) Proposal

The proposal to approve the issuance of shares of the Common Stock, pursuant to Nasdaq Listing Rule 5635, requires the approval by a majority of the votes properly cast for such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal.

Proposal No. 3 — Nasdaq Share Issuance (Series D) Proposal

The proposal to approve the issuance of shares of the Common Stock, pursuant to Nasdaq Listing Rule 5635, requires the approval by a majority of the votes properly cast for such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal.

Proposal No. 4 — Plan Share Increase Proposal

The proposal to approve the 2024 Plan, as amended, requires the approval by a majority of the votes properly cast for such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal.

Proposal No. 5 — Director Election Proposal

The proposal to approve the directors nominated for election requires the approval of plurality of votes properly cast for each director nominee. Abstentions and broker non-votes, if any, will have no effective on the outcome of this proposal.

Proposal No. 6 — Auditor Ratification Proposal

The proposal to ratify the auditors requires the approval by a majority of the votes cast on such matter. Abstentions will have no effect on the outcome of this proposal. As such proposal is a “routine” matter under NYSE rules, we do not expect any broker non-votes with respect to such proposal.

Proposal No. 7 — Adjournment Proposal

The proposal to approve of an adjournment of the Annual Meeting requires the approval by a majority of the votes properly cast for such matter. Abstentions and broker non-votes, if any, will have no effect on the outcome of this proposal.

How do I vote my shares of CERo Common Stock?

Stockholders may vote shares of the Company’s Common Stock using any of the following means:

Voting by Proxy Cards. A registered stockholder may vote shares until voting is completed at the Annual Meeting by requesting and returning a duly completed and executed proxy card. All proxy cards received by us that have been properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards.

Voting by Telephone or Internet. A registered stockholder may vote shares until voting is completed at the Annual Meeting by calling the toll-free number indicated on the proxy card and following the recorded instructions or by accessing the website indicated on the proxy card and following the instructions provided. When a stockholder votes by telephone or internet, his, her or its vote is recorded immediately.

Voting by Internet During the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described athttps://www.cstproxy.com/cero/2025. If a stockholder attends the Annual Meeting and votes his, her or its shares during the meeting via the voting instructions described athttps://www.cstproxy.com/cero/2025, then any previous votes that were submitted by the stockholder, whether by internet, telephone or mail, will be superseded by the vote that such stockholder casts during the Annual Meeting. Further, if the shares are held of record by a broker and a stockholder wishes to vote at the Annual Meeting, he, she or it must obtain a proxy issued in his, her or its name from the record holder in accordance with the materials and instructions for voting provided by his, her or its broker.

Voting by “Street Name” Stockholders. If stockholders hold shares in “street name,” then those stockholders may vote in accordance with the materials and instructions for voting the shares provided by their broker, bank or other nominee. If “street name” stockholders wish to vote shares at the Annual Meeting, then they must obtain proxies from

their broker, bank or other nominee in order to vote their shares at the Annual Meeting in accordance with the materials and instructions for voting provided by his, her or its broker, bank or other nominee. If a “street name” stockholder does not vote by proxy or otherwise give voting instructions to their broker, such shares will be voted by the broker for Proposals No. 1 and 6 at the Annual Meeting.

Changing Votes. A registered stockholder may change his, her or its vote at any time before it is voted at the Annual Meeting by (1) delivering a proxy revocation or another duly executed proxy bearing a later date to CERo Therapeutics Holdings, Inc., 201 Haskins Way, Suite 230, South San Francisco, CA 94080, Attention: Secretary, which revocation or later-dated proxy is received by the Company’s Secretary prior to the taking of the vote at the Annual Meeting; (2) voting again by telephone or internet in the manner described above by the cutoff time of 11:59 p.m. Eastern Time on May 28, 2025; or (3) attending the Annual Meeting and voting via the internet during the Annual Meeting using the procedures described athttps://www.cstproxy.com/cero/2025. Attending the Annual Meeting via the internet will not revoke a proxy unless the stockholder actually votes via the internet during the Annual Meeting. “Street name” stockholders who wish to revoke or change their votes after returning voting instructions to their broker, bank or other nominee may do so in accordance with the materials and instructions provided by their broker, bank or other nominee or by contacting such broker, bank or other nominee to effect the revocation or change of vote.

Who pays the cost for soliciting proxies?

The Company is making this solicitation and will pay the entire cost of preparing and distributing the proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet or by telephone, you are responsible for any Internet access or telephone charges that you may incur. The Company’s officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. The Company will also reimburse brokers, banks, custodians, other nominees, and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

How can I find out the results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. The Company will publish final results in a Current Report on Form 8-K that the Company expects to file with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. If final voting results are not available at that time, the Company will disclose the preliminary results in a Current Report on Form 8-K and, within four business days after the final voting results are known to us, file an amended Current Report on Form 8-K to disclose the final voting results.

How and when did CERo become a public company?

On June 4, 2023, PBAX entered into a Business Combination Agreement with Legacy CERo and Merger Sub, pursuant to which Merger Sub merged with and into Legacy CERo, with Legacy CERo surviving as a wholly-owned subsidiary of PBAX. In connection with the consummation of the Business Combination on February 14, 2024, PBAX changed its corporate name to “CERo Therapeutics Holdings, Inc.” At the time of the Business Combination, PBAX was publicly traded, having closed its initial public offering on October 8, 2021.

What is “Legacy CERo”?

References in this proxy statement to “Legacy CERo” refer to CERo Therapeutics, Inc. prior to the closing of the Business Combination.

Who can provide me with additional information and help answer my questions?

If you would like additional copies, without charge, of this proxy statement or if you have questions about the proposals being considered at the Annual Meeting, including the procedures for voting your shares, you should contact Okapi Partners, LLC, at (877) 566-1922 (toll free) or by e-mail at info@okapipartners.com.