CORRESP Filing
Zhongchao Inc.
Date: May 6, 2025 · CIK: 0001785566 · Accession: 0001213900-25-040158
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283916
Letter
VIA EDGAR Office of Trade & Services Re: Zhongchao Inc. Amendement No. 1 to Registration Statement on Form F-3 Filed February 27, 2025 File No. 333-283916
Dear Ms. Ransom:
Zhongchao Inc. (the " Company ," " we ," " our " or " us ") hereby transmits our response to the comment letter received from the staff (the " Staff, " " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission ") on March 26, 2025, regarding Amendment No. 1 to our Registration Statement on Form F-3 submitted to the Commission on February 27, 2025. In response to the Staff's comments, the Company has revised the Registration Statement and is submitting via Edgar an amended registration statement (the " Registration Statement ") with this response letter. For your convenience, we have repeated below your comments in bold, and have followed each comment with our response.
Registration Statement on Form F-3 filed February 27, 2025
Cover Page
1. We note your response to prior comment 1. Revise to disclose the information you provided in your response in an appropriate place in your prospectus. Specifically, please disclose that Zhongchao Group Limited is a holding company without any operations in Hong Kong and that, as such, you do not believe regulatory actions related to data security or anti-monopoly concerns in Hong Kong have a material impact on the ability of the Company, its subsidiaries or the PRC operating entities to conduct business, accept foreign investment or continue to be listed on a U.S./foreign exchange.
In response to the Staff's comment, we have revised the disclosure on the cover page of the Registration Statement.
***
We thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Wei Wang, Esq., at wwang@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Pei Xu
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CORRESP 1 filename1.htm Zhongchao Inc. Room 2504, OOCL Tower 841 Yan'an Middle Road Jing'An District, Shanghai, China 200040 VIA EDGAR May 6, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Mara Ransom Re: Zhongchao Inc. Amendement No. 1 to Registration Statement on Form F-3 Filed February 27, 2025 File No. 333-283916 Dear Ms. Ransom: Zhongchao Inc. (the " Company ," " we ," " our " or " us ") hereby transmits our response to the comment letter received from the staff (the " Staff, " " you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission ") on March 26, 2025, regarding Amendment No. 1 to our Registration Statement on Form F-3 submitted to the Commission on February 27, 2025. In response to the Staff's comments, the Company has revised the Registration Statement and is submitting via Edgar an amended registration statement (the " Registration Statement ") with this response letter. For your convenience, we have repeated below your comments in bold, and have followed each comment with our response. Registration Statement on Form F-3 filed February 27, 2025 Cover Page 1. We note your response to prior comment 1. Revise to disclose the information you provided in your response in an appropriate place in your prospectus. Specifically, please disclose that Zhongchao Group Limited is a holding company without any operations in Hong Kong and that, as such, you do not believe regulatory actions related to data security or anti-monopoly concerns in Hong Kong have a material impact on the ability of the Company, its subsidiaries or the PRC operating entities to conduct business, accept foreign investment or continue to be listed on a U.S./foreign exchange. In response to the Staff's comment, we have revised the disclosure on the cover page of the Registration Statement. *** We thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Wei Wang, Esq., at wwang@egsllp.com or by telephone at (212) 370-1300. Sincerely, /s/ Pei Xu Pei Xu Chief Financial Officer cc: Wei Wang, Esq. Ellenoff Grossman & Schole LLP