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June 21, 2024
Pei Xu
Chief Financial Officer
Zhongchao Inc.
Nanxi Creative Center, Suite 216
Nanxi Creative Center, Suite 216
Jing’An District, Shanghai, China 200040
Re:Zhongchao Inc.
Registration Statement on Form F-3
Filed May 23, 2024
File No. 333-279667
Dear Pei Xu:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form F-3 filed May 23, 2024
Cover Page
1.Please revise to disclose prominently and clearly on the prospectus cover page that you
are not a Chinese operating company but a Cayman Islands holding company with
operations conducted by your subsidiaries and through contractual arrangements with a
variable interest entity (VIE) based in China and that this structure involves unique risks
to investors. Please also disclose that these contracts have not been tested in court, and
explain whether the VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies, and disclose that investors may never hold equity
interests in the Chinese operating company. Provide a cross reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.

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2.We note your disclosure of the risks and uncertainties associated with having operations in
China. Please provide cross references to individual risk factors.
3.Please revise to clarify that the legal and operational risks associated with operating in
China also apply to operations in Hong Kong. This may appear in the definition itself or in
an appropriate discussion of legal and operational risks. Please also discuss applicable
laws and regulations in Hong Kong, as well as the related risks and consequences, such as
enforceability of civil liabilities in Hong Kong, China's Enterprise Tax law, and a
discussion of how regulatory actions actions related to data security or anti-monopoly
concerns in Hong Kong have or may impact the company’s ability to conduct its business,
accept foreign investment or list on a U.S./foreign exchange. Include risk factor disclosure
explaining whether there are laws/regulations in Hong Kong that result in oversight over
data security, how this oversight impacts the company’s business and the offering, and to
what extent the company believes that it is compliant with the regulations or policies that
have been issued.
4.In your description of how cash is transferred through your organization, please describe
your intentions to settle amounts owed under VIE agreements, if any, both here and in the
prospectus summary, and state whether any transfers, dividends, or distributions have
been made to date between the holding company, its subsidiaries, and consolidated VIEs,
or to investors, and quantify the amounts where applicable. Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements. Please amend
your disclosure here and in the summary risk factors and risk factors sections to state that,
to the extent cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong
entity, the funds or assets may not be available to fund operations or for other use outside
of the PRC/Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC
government to transfer cash or assets. On the cover page, provide cross-references to these
other discussions. To the extent you have cash management policies that dictate how
funds are transferred between you, your subsidiaries, the consolidated VIEs or investors,
summarize the policies on your cover page and in the prospectus summary, and disclose
the source of such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.); alternatively, state on the cover page and in the prospectus summary
that you have no such cash management policies that dictate how funds are transferred.
Provide a cross-reference on the cover page to the discussion of this issue in the
prospectus summary.
Prospectus Summary, page 1
5.Please revise to provide a summary of your risk factors, and include disclosure that the
risks that your corporate structure and being based in or having the majority of the
company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the prospectus. For example, specifically discuss risks arising

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 FirstName LastNamePei Xu
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from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for
sale. Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Each CBI summary risk factor should have a cross-
reference to the relevant individual detailed risk factor in your annual report on Form 20-
F filed on April 30, 2024.
Commonly Used Defined Terms, page 2
6.We note that you exclude Hong Kong from the definition of "China." Revise to remove
this exclusion or clarify that the legal and operational risks associated with operating in
China also apply to your operations in Hong Kong.
Permission Required from the PRC Authorities for Our and PRC Operating Entities' Operation in
China, page 9
7.State whether you, your subsidiaries, or VIEs are covered by permissions requirements
from the Cyberspace Administration of China (CAC), as you do on your prospectus cover
page, or any other governmental agency that is required to approve the VIE’s operations,
and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied.
8.We note your references that your PRC legal counsel, Han Kun Law Offices, has advised
you as to the applicability of various regulations to you and your operations, including
those of the CSRC and CAC.  You also state that your PRC legal counsel has advised you
on the legality of the structure of your business and the Contractual Arrangements. Revise
to clarify whether or not your PRC legal counsel has opined on such matters and, if not,
why not.
Risk Factors, page 19
9.We note your risk factor on page 26 of your Form 20-F filed on April 30, 2024 that if the
PRC courts or administrative authorities determine that these VIE Arrangements do not
comply with applicable regulations, you could be subject to severe penalties and your
business could be adversely affected. Please revise here to disclose also that if the PRC
courts or administrative authorities determine that these VIE Arrangements do not comply
with applicable regulations, the securities you are registering may decline in value or
become worthless if the determinations, changes, or interpretations result in your inability

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Pei Xu
Zhongchao Inc.
June 21, 2024
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to assert contractual control over the assets of your PRC subsidiaries or the VIEs that
conduct all or substantially all of your operations.
General
10.We note that you are registering the offer and sale of debt securities and that you did not
file a Form T-1 as an exhibit. You must either file a Form T- 1 as an exhibit to the
registration statement to qualify the trustee thereunder or annotate the exhibit index to
indicate your intention to rely on Section 305(b)(2) of the Trust Indenture Act and include
the undertaking contained in Item 512(j) of Regulation S-K.
11.We note your disclosure in your annual report on Form 20-F that your "management
consists of five officers who are all located in China and three independent directors,
among which two are located in the United States and one is located in China." Revise to
identify the individuals located in China and include disclosure similar to that required by
Item 101(g) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Arila Zhou