| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
CERO THERAPEUTICS HOLDINGS, INC. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
71902K105 (CUSIP Number) |
12/13/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 71902K105 |
| 1 | Names of Reporting Persons YK Bioventures Opportunities GP I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,002.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 71902K105 |
| 1 | Names of Reporting Persons YK Bioventures Opportunities Fund I, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,002.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 71902K105 |
| 1 | Names of Reporting Persons Gary K. Yeung | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,002.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 71902K105 |
| 1 | Names of Reporting Persons Mitchell W. Kossar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,002.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IC, IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CERO THERAPEUTICS HOLDINGS, INC. | |
| (b) | Address of issuer's principal executive
offices: 201 Haskins Way, Suite 230, , South San Francisco, CA, 94080. | |
| Item 2. | ||
| (a) | Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") are:
1. YK Bioventures Opportunities GP I, LLC (the "General Partner")
2. YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) (the "Fund")
3. Gary Yeung
4. Mitchell Kossar
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. | |
| (b) | Address or principal business office or, if
none, residence: c/o YK Bioventures Capital Partners, LLC, 398 Primrose Road, Suite 328, Burlingame, CA 94010. | |
| (c) | Citizenship: The General Partner is a Delaware limited liability company and the Fund is a Delaware limited partnership. Messrs. Yeung and Kossar are United States citizens. | |
| (d) | Title of class of securities: Common stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 71902K105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Row 9 of the Reporting Person Information pages to this Schedule 13G.
As of December 17, 2024, the Fund directly holds 17,002 shares of Common Stock of the Issuer. The General Partner is the general partner of the Fund. Messrs. Yeung and Kossar are the managing partners of the General Partner. As the general partner of the Fund, the General Partner may be deemed to beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"), any securities of the Issuer held by the Fund. As managing partners of the General Partner, Messrs. Yeung and Kossar may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund.
| |
| (b) | Percent of class: The information required by this item with respect to each Reporting Person is set forth in Row 11 of the Reporting Person Information pages to this Schedule 13G. The ownership percentages reported are based upon 191,881,107 shares of Common Stock outstanding as of December 16, 2024, as reported to the Reporting Persons by the Issuer. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by this item with respect to each Reporting Person is set forth in Row 5 of the Reporting Person Information pages to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by this item with respect to each Reporting Person is set forth in Row 6 of the Reporting Person Information pages to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by this item with respect to each Reporting Person is set forth in Row 7 of the Reporting Person Information pages to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by this item with respect to each Reporting Person is set forth in Row 8 of the Reporting Person Information pages to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 99.1 Joint Filing Agreement |