SEC Comment Letter for Zhongchao Inc. (ZCMD) (CIK 0001785566) (ZCMD) — Jan 2, 2020
Zhongchao Inc. (ZCMD) (CIK 0001785566)
Date: Jan. 2, 2020 · CIK: 0001785566 · Accession: 0000000000-20-000040
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File numbers found in text: 333-234807
Letter
January 2, 2020 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. Registration Statement on Form F-1/A Filed December 27, 2019 File No. 333-234807 Dear Ms. Xu: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments. Form F-1/A Filed December 27, 2019 Consolidated Financial Statements, page F-1 1.It appears that the last year of audited financial statements will be older than 12 months at the time of the offering. Furthermore, it appears this is the initial public offering of your shares. Accordingly, please update the last year of audited financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representation in an exhibit. Please refer to Instruction 2 to Item 8.A.4.
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
FirstName LastNamePei Xu Comapany NameZhongchao Inc. January 2, 2020 Page 2 FirstName LastName Pei Xu Zhongchao Inc. January 2, 2020 Page 2 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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January 2, 2020
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.
Registration Statement on Form F-1/A
Filed December 27, 2019
File No. 333-234807
Dear Ms. Xu:
We have reviewed your amended registration statement and have the following
comment. Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our comment applies 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 this comment, we may have additional comments.
Form F-1/A Filed December 27, 2019
Consolidated Financial Statements, page F-1
1.It appears that the last year of audited financial statements will be older than 12 months at
the time of the offering. Furthermore, it appears this is the initial public offering of your
shares. Accordingly, please update the last year of audited financial statements pursuant
to Item 8.A.4 of Form 20-F or provide the appropriate representation in an exhibit.
Please refer to Instruction 2 to Item 8.A.4.
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
FirstName LastNamePei Xu
Comapany NameZhongchao Inc.
January 2, 2020 Page 2
FirstName LastName
Pei Xu
Zhongchao Inc.
January 2, 2020
Page 2
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.