SEC Comment Letter for Zhongchao Inc. (ZCMD) (CIK 0001785566) (ZCMD) — Dec 23, 2019
Zhongchao Inc. (ZCMD) (CIK 0001785566)
Date: Dec. 23, 2019 · CIK: 0001785566 · Accession: 0000000000-19-016718
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-234807
Letter
December 20, 2019 Pei Xu Chief Financial Officer Zhongchao Inc. Nanxi Creative Center, Suite 218 841 Yan' An Middle Road Jing' An District Shanghai, China 200040 Re:Zhongchao Inc. Amendment No. 1 to Registration Statement on Form F-1 Filed December 12, 2019 File No. 333-234807 Dear Ms. Xu: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amended Registration Statement on Form F-1 filed December 12, 2019 Capitalization, page 65 1.It is unclear why you include a reference to the conversion of Class B shares both here and on page 67. Your disclosure references "Related Party Transaction" disclosure on page 135; however, there is no discussion of Class B conversions on that page. Furthermore, it does not appear that any Class B shares are being converted as part of this offering. Please advise or revise your disclosures accordingly.
FirstName LastNamePei Xu Comapany NameZhongchao Inc. December 20, 2019 Page 2 FirstName LastName Pei Xu Zhongchao Inc. December 20, 2019 Page 2 Dilution, page 66 2.It appears that your calculations of tangible net book value per share, pro forma tangible net book value per share and dilution per share to new investors are presented on a "when and if converted" basis where you have assumed conversion of all Class B shares into Class A shares. If true, please revise to more clearly disclose this approach. Please also separately present tangible net book value and pro forma tangible net book value amounts both in whole numbers and on a per share basis.
3.Please separately present the Class A and Class B shares in the post-offering ownership table. Such amounts should reconcile to your Pro Forma adjusted for IPO column in the Capitalization table. You may contact Christie Wong, Staff Accountant, at 202-551-3684 or Lisa Etheredge, Staff Accountant, at 202-551-3424, if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Arila Zhou, Esq.
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December 20, 2019
Pei Xu
Chief Financial Officer
Zhongchao Inc.
Nanxi Creative Center, Suite 218
841 Yan' An Middle Road
Jing' An District
Shanghai, China 200040
Re:Zhongchao Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed December 12, 2019
File No. 333-234807
Dear Ms. Xu:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amended Registration Statement on Form F-1 filed December 12, 2019
Capitalization, page 65
1.It is unclear why you include a reference to the conversion of Class B shares both here and
on page 67. Your disclosure references "Related Party Transaction" disclosure on page
135; however, there is no discussion of Class B conversions on that page. Furthermore, it
does not appear that any Class B shares are being converted as part of this offering.
Please advise or revise your disclosures accordingly.
FirstName LastNamePei Xu
Comapany NameZhongchao Inc.
December 20, 2019 Page 2
FirstName LastName
Pei Xu
Zhongchao Inc.
December 20, 2019
Page 2
Dilution, page 66
2.It appears that your calculations of tangible net book value per share, pro forma tangible
net book value per share and dilution per share to new investors are presented on a "when
and if converted" basis where you have assumed conversion of all Class B shares into
Class A shares. If true, please revise to more clearly disclose this approach. Please also
separately present tangible net book value and pro forma tangible net book value
amounts both in whole numbers and on a per share basis.
3.Please separately present the Class A and Class B shares in the post-offering ownership
table. Such amounts should reconcile to your Pro Forma adjusted for IPO column in the
Capitalization table.
You may contact Christie Wong, Staff Accountant, at 202-551-3684 or Lisa Etheredge,
Staff Accountant, at 202-551-3424, if you have questions regarding comments on the financial
statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or
Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Arila Zhou, Esq.