CERo Therapeutics Holdings Inc. 美股招股说明书（2026年2月3日版）

Filed Pursuant to Rule 424(b)(3)Registration No. 333-291984 Prospectus Supplement No. 3(To Prospectus dated December 5, 2025, as supplemented by Prospectus Supplement No. 1 dated December 19, 2025Prospectus Supplement No. 2 dated January 8, 2026) CERO THERAPEUTICS HOLDINGS, INC.729,596,950 Shares of Common Stock This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplements the prospectus dated December 5, 2025 (asmay be supplemented or amended from time to time, the “Prospectus”), which forms part of our Registration Statement on Form S-1(Registration Statement No. 333-291984). This Prospectus Supplement is being filed to update and supplement the informationincluded or incorporated by reference in the Prospectus with the information contained in the attached Current Report on Form 8-K, This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This ProspectusSupplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Our common stock is traded on OTCQB under the symbol “CERO” and our public warrants is traded on OTCID under the symbol“CEROW,” respectively. On February 2, 2026, the last quoted bid price of our common stock as reported on OTCQB was $0.05 pershare and the last quoted bid price of our public warrants as reported on OTCID was $0.0068 per warrant. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in “Risk Factors” beginning on page 8 of the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this Prospectus Supplement is February 3, 2026. ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on October 29, 2025, CERo Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), receivedthe determination from the Nasdaq Hearing Panel (the “Panel”) to delist the securities of the Company from the Nasdaq Stock Market,LLC (“Nasdaq”) and suspend trading of the Company’s securities, effective at the opening of trading on October 31, 2025. Followingsuch determination, the Company appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Council”). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned hereunto duly authorized. Dated: February 3, 2026