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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 13D/A 0001266567 XXXXXXXX LIVE 2 Common Stock, $0.0001 par value per share 03/31/2025 false 0001870404 71902K105 CERo Therapeutics Holdings, Inc. 201 HASKINS WAY SUITE 230 SOUTH SAN FRANCISCO CA 94080 Brian G. Atwood (925) 310-4926 4165 Canyon Road Lafayette CA 94549 Y Atwood-Edminster Trust dtd 4-2-2000 PF N X1 0.00 490534.00 0.00 490534.00 490534.00 N 9.5 OO (1) Percentage ownership is calculated based on 5,189,739 shares, which is the sum of (i) 4,875,263 shares of Common Stock outstanding as of March 31, 2025, based upon records of the Issuer provided to the Reporting Persons, (ii) 294,460 shares issued as of March 31, 2025 to the Reporting Persons and (iii) 20,016 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock held by the Reporting Persons. 0001266567 N Brian G. Atwood PF N X1 20016.00 490534.00 20016.00 490534.00 511800.00 N 9.9 IN (1) Consists of (i) 490,534 shares of Common Stock owned directly by the Atwood-Edminster Trust dtd 4-2-2000, of which Mr. Atwood is a trustee, (ii) 1,250 shares of Common Stock owned directly by Mr. Atwood and (iii) 20,016 shares of Common Stock issuable upon exercise of stock options owned directly by Mr. Atwood. (2) Percentage ownership is calculated based on 5,189,739 shares, which is the sum of (i) 4,875,263 shares of Common Stock outstanding as of March 31, 2025, based upon records of the Issuer provided to the Reporting Persons, (ii) 294,460 shares issued as of March 31, 2025 to the Reporting Persons and (iii) 20,016 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock held by the Reporting Persons. Y Lynne H. Edminster PF N X1 0.00 490534.00 0.00 490534.00 490534.00 N 9.5 IN (1) Consists of 490,534 shares of Common Stock owned directly by the Atwood-Edminster Trust dtd 4-2-2000, of which Ms. Edminster is a trustee. (2) Percentage ownership is calculated based on 5,189,739 shares, which is the sum of (i) 4,875,263 shares of Common Stock outstanding as of March 31, 2025, based upon records of the Issuer provided to the Reporting Persons, (ii) 294,460 shares issued as of March 31, 2025 to the Reporting Persons and (iii) 20,016 shares of Common Stock issuable upon exercise of options to purchase shares of Common Stock held by the Reporting Persons. Common Stock, $0.0001 par value per share CERo Therapeutics Holdings, Inc. 201 HASKINS WAY SUITE 230 SOUTH SAN FRANCISCO CA 94080 This Amendment No. 2 ("Amendment No. 2") amends the Schedule 13D originally filed on October 30, 2024, as amended by Amendment No. 1 thereto on February 7, 2025 (the "Statement"), and is filed jointly by Brian G. Atwood, Lynne H. Edminster and the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust" and, together with Mr. Atwood and Ms. Edminster, the "Reporting Persons"), with respect to the Common Stock, par value $0.0001 per share ("Common Stock"), of CERo Therapeutics Holdings, Inc., a Delaware corporation (the "Issuer").. Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D. N/A N/A N/A N/A N/A N/A Item 3 is hereby supplemented as follows: On March 28, 2025, Mr. Atwood exercised 294,460 Pre-Funded Warrants and directed the issuance of the shares of Common Stock issuable upon exercise thereof to be delivered to the Trust. As a result of a processing error, the shares of Common Stock were set forth on an account statement as of March 31, 2025 that was not delivered to Mr. Atwood until April 4, 2025. Each of the Pre-Funded Warrants and Warrants contains a beneficial ownership limitation, preventing the exercise thereof if and to the extent that the exercise thereof would result in the holder thereof, together with its affiliates who may be deemed to have beneficial ownership of the securities held thereby, being deemed to have beneficial ownership of greater than 9.99% of the outstanding shares of Common Stock. As a result, such Pre-Funded Warrants and Warrants are not presently exercisable in excess of such limitation and none of the Reporting Persons may be deemed to have beneficial ownership of such shares of Common Stock issuable upon exercise thereof. Item 4 is hereby supplemented as follows: The information set forth in Item 3 of this Statement, as amended therein, is incorporated herein by reference. See Items 7-11 of the cover pages of this Statement, as amended, and Item 2 of the Statement. See Items 7-11 of the cover pages of this Statement, as amended, and Item 2 of the Statement. On March 4, 2025, the Issuer granted stock option awards to each of its non-management directors, including Mr. Atwood. Mr. Atwood received options to purchase an aggregate of 29,871 shares of Common Stock at an exercise price of $1.43, of which 50%, or 14,936 are subject to time-based vesting, with the remainder subject to performance-based vesting conditions. Except for such option awards and the other transactions reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. Not applicable. Item 6 is hereby supplemented as follows: The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. Atwood-Edminster Trust dtd 4-2-2000 /s/ Brian G. Atwood Brian G. Atwood/Trustee 04/04/2025 Brian G. Atwood /s/ Brian G. Atwood Brian G. Atwood 04/04/2025 Lynne H. Edminster /s/ Brian G. Atwood, as attorney-in-fact for Lynne H. Edminster Brian G. Atwood 04/04/2025