SecProbe.io

CORRESP
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 ZHONGCHAO INC.
 Room 2504, OOCL Tower

 841 Yan'an Middle Road

 Jing'An District, Shanghai, China 200040

 June 6, 2025

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Jenna Hough

 Re: Zhongchao Inc.

 Registration Statement on Form F-3

 Filed: May 23, 2024

 File No.: 333-279667

 Dear Ms. Hough:

 This letter is in response
to the letter dated June 21, 2024, from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission")
addressed Zhongchao Inc. (the "Company," "we," and "our"). For ease of reference, we have recited
the Commission's comments in this response and numbered them accordingly. The Registration Statement on Form F-3 (the "Registration
Statement") is being filed to accompany this letter.

 Registration Statement on Form F-3

 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.

 Response : In response to the Staff's
comments, we added the disclosures on the cover page of the Registration Statement accordingly. We respectfully advise the Staff that
we have disclosed on the cover page that we chose the VIE structure due to the restrictions imposed by PRC laws and regulations on foreign
ownership of companies engaged in value-added telecommunication services and certain other businesses. We further added the cross-references
to the risk factors on the cover page of the Registration Statement.

 2. We note your disclosure of the risks and uncertainties associated with
having operations in China. Please provide cross references to individual risk factors.

 Response : In response to the Staff's
comments, we added the cross references to individual risk factors on the cover page of the Registration Statement accordingly.

 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
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.

 Response : We respectfully advise
the Staff that we revised the definitions of "China" and "PRC" on page 2 of the Registration Statement. We further
respectfully advise the Staff that neither the Company nor any of the PRC operating entities has any operations in Hong Kong, except that
Zhongchao Cayman has a wholly owned subsidiary, Zhongchao Group Limited, incorporated in a Hong Kong, as a holding company without any
operations. In light of this, we do not believe regulatory actions related to data security or anti-monopoly concerns and regulations
that may result in oversight over data security 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. We also
added relevant disclosures on the cover page of the Registration Statement. To the extent that the Company or the PRC operating entities
have material operations in Hong Kong in the future, the Company will provide additional disclosures regarding the applicable laws and
regulations in Hong Kong as well as the related risks and consequences, as appropriate.

 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.

 Response : In response to the Staff's
comments, we added the required disclosures and corresponding cross references to the condensed consolidating schedule and the consolidated
financial statements on the cover page of the Registration Statement accordingly. We added relevant disclosures and cross-references with
respect to the governmental control of currency conversion on the cover page and pages 12 and 16 of the Registration Statement. We also
added disclosures to state that Zhongchao Cayman and its subsidiaries, as well as the PRC operating entities, have not adopted or maintained
any cash management policies and procedures on the cover page and page 10 of the Registration Statement.

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 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 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.

 Response : In response to the Staff's
comments, we provided the summary of the risk factors and included additional disclosures starting on page 15 of the Registration Statement.

 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.

 Response : In response to the Staff's
comments, we revised the definitions of "China" and "PRC" on page iii of the Registration Statement.

 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.

 Response : In response to the Staff's
comments, we added the disclosures related to permissions requirements under " Permission Required from the PRC Authorities to
Issue Our Securities to Foreign Investors " starting on page 9 of the Registration Statement. We further respectfully advise
the Staff that we provided the affirmative statement with respect to permissions, approvals or denial for the PRC operating entities'
operations under " Permission Required from the PRC Authorities for Our and PRC Operating Entities' Operation in China "
starting on page 9 of the Registration Statement.

 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.

 Response : We respectfully advise
the Staff that we revised the disclosures on the cover page and pages 9, 10, 20, 21, 23 and 45 of the Registration Statement accordingly.
Further, we filed an updated consent letter from our PRC legal counsel, Han Kun Law Offices, as Exhibit 23.3 to the Registration Statement

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 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
to assert contractual control over the assets of your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.

 Response : In response to the Staff's
comments, we added the risk factor, " We conduct our business through Zhongchao Shanghai and its subsidiaries by means of Contractual
Arrangements. If the PRC courts or administrative authorities determine that these Contractual Arrangements do not comply with applicable
regulations, we could be subject to severe penalties and our business could be adversely affected, and our securities may decline in value
or become worthless. In addition, changes in such PRC laws and regulations may materially and adversely affect our business ."
starting on page 20 of the Registration Statement.

 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.

 Response : In response to the Staff's
comments, we revised the disclosures on page II-2 of the Registration Statement. We respectfully advise the Staff that when debt securities
registered under the Securities Act are eligible to be offered or sold on a delayed basis by or on behalf of the registrant pursuant to
Securities Act Rule 415(a)(1)(x), Section 305(b)(2) of the Trust Indenture Act permits the trustee to be designated on a delayed basis.
Our debt securities being registered on Form F-3 are to be offered on a delayed basis pursuant to Securities Act Rule 415(a)(1)(x). Therefore,
the trustee can be named and designated on a delayed basis. We will file a Form T-1 when the trustee is designated in the future. We added
the Statement of Eligibility on Form T-1 of the Trustee under the Indenture as Exhibit 25.1 with an explanatory footnote, accordingly.

 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.

 Response : In response to the Staff's
comments, we revised the disclosures on the cover page, page 45 of the Registration Statement and added the risk factor " You
may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in mainland
China against us based on Hong Kong or other foreign laws, and the ability of U.S. authorities to bring actions in China may also be limited "
and " You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may
be limited, because we are incorporated under Cayman Islands law, " starting on page 24 of the Registration Statement.

 * * *

 We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

 Very truly yours,

 [ Signature Page Follows ]

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 By:
 /s/ Weiguang Yang

 Weiguang Yang

 Chief Executive Officer

 Arila Zhou, Esq.

 Robinson & Cole LLP

 [signature page to the SEC response letter –
Zhongchao Inc.]