SecProbe.io

CORRESP
 1
 filename1.htm

 ZHONGCHAO INC.

 Room 2504, OOCL Tower

 841 Yan'an Middle Road

 Jing'An District, Shanghai, China 200040

 VIA EDGAR

 Ms. Mara Ransom

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, DC 20549

 June 20, 2025

 Re:
 Zhongchao Inc.

 Registration Statement on Form F-3

 Filed: June 6, 2025

 File No. 333-279667

 Dear Ms. Ransom:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Zhongchao Inc. (the " Registrant ") hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on June 24, 2025, or as soon as thereafter
practicable.

 Please note that we acknowledge the following:

 ● should
the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ● the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ● the
Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 Sincerely,

 Zhongchao Inc.

 By:
 /s/ Weiguang Yang

 Name:
 Weiguang Yang

 Title:
 Chairman of the Board and Chief Executive Officer

 cc:
 Arila Zhou, Esq.,

 Robinson & Cole LLP

CORRESP
 1
 filename1.htm

 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.

 2

 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

 3

 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 ]

 4

 By:
 /s/ Weiguang Yang

 Weiguang Yang

 Chief Executive Officer

 Arila Zhou, Esq.

 Robinson & Cole LLP

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

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:

 It has been more than nine months since you filed this registration
statement and it is
now out of date. Within 30 days from the date of this letter, you should
either:

 amend it to comply with the applicable requirements of the Securities Act
of 1933, the
 rules and regulations under the Act, and the requirements of the form; or
 file a request for withdrawal.

 If you requested confidential treatment for portions of any exhibits to
your registration
statement and you request withdrawal of that registration statement, please
submit a
concurrent request for withdrawal of your application for confidential
treatment.

 If you do not amend the registration statement or file a request for
withdrawal (or
provide us with a satisfactory explanation of why you have not done either)
within 30 days,
we may enter an order declaring the registration statement abandoned under rule
479 of the
Act.
 May 29, 2025
Page 2

 Please contact Mara Ransom at 202-551-3264 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services

cc: Puglisi & Associates
 CERTIFIED MAIL
 RETURN RECEIPT REQUESTED
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Zhongchao Inc.

 Room 2504, OOCL Tower

 841 Yan'an Middle Road

 Jing'An District, Shanghai, China 200040

 Telephone: +86 21-32205987

 VIA EDGAR

 May 19, 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.
 Registration Statement on Form F-3
 Initially filed on December 19, 2024, as amended
 File No. 333-283916

 Dear Ms. Ransom:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Zhongchao Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on Wednesday, May 21, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Weiguang Yang

 Weiguang Yang

 Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Pei Xu
Chief Financial Officer
Zhongchao Inc.
Room 2504, OOCL Building
841 Yan an Middle Road
Jing An District, Shanghai, China 200040

 Re: Zhongchao Inc.
 Amendment No. 1 to Registration Statement on Form F-3
 Filed February 27, 2025
 File No. 333-283916
Dear Pei Xu:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our January 10,
2025 letter.

Amendment No. 1 to 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.
 March 26, 2025
Page 2

 Please contact Mara Ransom at 202-551-3264 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Zhongchao Inc.

Nanxi Creative Center, Suite 216

841 Yan’an Middle Road

Jing’An District, Shanghai, China 200040

VIA EDGAR

February 26, 2025

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Jenna Hough

    Mara Ransom

    Re:
    Zhongchao Inc.

    Registration Statement on Form F-3

    Filed December 19, 2024

    File No. 333-283916

Dear Ms. Hough and 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 January 10, 2025, regarding Registration Statement on Form F-3 submitted to the Commission
on December 19, 2024. 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 December 19, 2024

Cover Page

 1. Please disclose on the cover page how regulatory actions related to data security or anti-monopoly
concerns in Hong Kong/Macau have or may impact the company’s ability to conduct its business, accept foreign investment or list
on a U.S./foreign exchange. Also 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. Finally, where you discuss China's Enterprise Tax
Law, revise to acknowledge whether the Double Tax Avoidance Arrangement is applicable to you.

We respectfully advise the Staff that
neither the Company nor any of the PRC operating entities has any operations in Hong Kong/Macau, nor do they have any subsidiaries in
Macau, except that Zhongchao Cayman has a wholly owned subsidiary, Zhongchao Group Limited, incorporated in Hong Kong as a holding company
without any operations in Hong Kong. As such, we do not believe regulatory actions related to data security or anti-monopoly concerns
in Hong Kong/Macau 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 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 Company’s business and the offering. To the extent that the Company or the PRC operating entities have material operations
in Hong Kong or Macau in the future, the Company will provide additional disclosures regarding the applicable laws and regulations in
Hong Kong or Macau as well as the related risks and consequences, as appropriate. In response to the Staff’s comment about the Double
Tax Avoidance Arrangement, we have revised the disclosure on page 29 of the Registration Statement.

Prospectus Summary, page 1

 2. We note that the consolidated VIEs constitute a material part of your consolidated financial statements.
Please provide in tabular form a condensed consolidating schedule that disaggregates the operations and depicts the financial position,
cash flows, and results of operations as of the same dates and for the same periods for which audited consolidated financial statements
are required. The schedule should present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedule should also
disaggregate the parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and
an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.

In response to the Staff’s comment,
we have revised the disclosure on pages 15 to 18  of the Registration Statement.

Our Corporate History and Structure, page 6

 3. Please revise your organizational chart to clearly identify the entity investors are purchasing an
interest in.

In response to the Staff’s comment,
we have revised the disclosure on page 9 of the Registration Statement.

Dividend Distributions or Transfers of Cash among the Holding
Company, Its Subsidiaries, and the Consolidated VIE, page 12

 4. Please disclose here, as you do on the cover page, that you intend to settle amounts owed under the
VIE agreements when required in the future.

In response to the Staff’s comment,
we have revised the disclosure on page 12 of the Registration Statement.

Summary of Risk Factors, page 15

 5. In your summary of risk factors, please discuss 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.

In response to the Staff’s comment,
we have revised the disclosures on pages 21 and 28 of the Registration Statement.

***

    2

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

3

January 10, 2025
Pei Xu
Chief Financial Officer
Zhongchao Inc.
Nanxi Creative Center, Suite 216
841 Yan’an Middle Road
Jing’An District, Shanghai, China 200040
Re:Zhongchao Inc.
Registration Statement on Form F-3
Filed December 19, 2024
File No. 333-283916
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 December 19, 2024
Cover Page
1.Please disclose on the cover page how regulatory actions related to data security or
anti-monopoly concerns in Hong Kong/Macau have or may impact the company’s
ability to conduct its business, accept foreign investment or list on a U.S./foreign
exchange. Also 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. Finally, where you discuss China's Enterprise Tax Law, revise to acknowledge
whether the Double Tax Avoidance Arrangement is applicable to you.

January 10, 2025
Page 2
Prospectus Summary, page 1
2.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating
schedule that disaggregates the operations and depicts the financial position, cash
flows, and results of operations as of the same dates and for the same periods for
which audited consolidated financial statements are required. The schedule should
present major line items, such as revenue and cost of goods/services, and subtotals
and disaggregated intercompany amounts, such as separate line items for
intercompany receivables and investment in subsidiary. The schedule should also
disaggregate the parent company, the VIEs and its consolidated subsidiaries, the
WFOEs that are the primary beneficiary of the VIEs, and an aggregation of other
entities that are consolidated. The objective of this disclosure is to allow an investor to
evaluate the nature of assets held by, and the operations of, entities apart from the
VIE, as well as the nature and amounts associated with intercompany transactions.
Any intercompany amounts should be presented on a gross basis and when necessary,
additional disclosure about such amounts should be included in order to make the
information presented not misleading.
Our Corporate History and Structure, page 6
3.Please revise your organizational chart to clearly identify the entity investors are
purchasing an interest in.
Dividend Distributions or Transfers of Cash among the Holding Company, Its Subsidiaries,
and the Consolidated VIE, page 12
4.Please disclose here, as you do on the cover page, that you intend to settle amounts
owed under the VIE agreements when required in the future.
Summary of Risk Factors, page 15
5.In your summary of risk factors, please discuss 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.
            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.

January 10, 2025
Page 3
            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:Wei Wang

United States securities and exchange commission logo
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.

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 June 21, 2024 Page 2
 FirstName LastNamePei Xu
Zhongchao Inc.
June 21, 2024
Page 2
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

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 June 21, 2024 Page 3
 FirstName LastNamePei Xu
Zhongchao Inc.
June 21, 2024
Page 3
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

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 June 21, 2024 Page 4
 FirstName LastName
Pei Xu
Zhongchao Inc.
June 21, 2024
Page 4
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

United States securities and exchange commission logo
August 9, 2021
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.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 30, 2021
File No. 001-39229
Dear Ms. Xu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Zhongchao
Inc.

Nanxi
Creative Center, Suite 218

841
Yan’ An Middle Road

Jing’An
District, Shanghai, China 200040

August
6, 2021

VIA
EDGAR

Scott
Stringer

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Re:
    Zhongchao
    Inc.

    Form
    20-F for the Fiscal Year Ended December 31, 2020

    Filed
    April 30, 2021

    File
    No. 001-39229

Dear
Mr. Stringer:

Zhongchao
Inc. (the “Company”, “Zhongchao,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated July 26, 2021 regarding our annual report on Form 20-F previously submitted on April 30,
2021 (the “Form 20-F”). For ease of reference, we have repeated the Commission’s comments in this response and
numbered them accordingly. An amended annual report on Form 20-F filed publicly accompanying this response letter is referred to as the
Form 20-F/A.

Form
20-F for the Fiscal Year Ended December 31, 2020

Item
15. Controls and Procedures

Internal
Control Over Financial Reporting, page 124

    1.
    We
    note you have not included management’s report assessing internal control over financial reporting and that you are relying
    on the transition period established by the rules of the SEC. We note you filed your first Form 20-F for the fiscal year ended December
    31, 2019 on May 8, 2020, and this Form 20-F, for the fiscal year ended December 30, 2020, is your second annual report. Please explain
    why you have not provided management’s report on internal controls. Reference is made to Item 15 of Form 20-F, specifically
    the instructions to Item 15.1.

Response:
In response to the Staff’s comment, we have amended the Form 20-F to include the disclosure of management’s report on internal
controls.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our
counsel, Arila Zhou at azhou@htflawyers.com or by telephone at 212-530-2207.

[Signature
page follows]

    Very
    truly yours,

    /s/
    Pei Xu

    Pei
    Xu

    CFO

    cc:
    Hunter
    Taubman Fischer & Li LLC

United States securities and exchange commission logo
July 26, 2021
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.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 30, 2021
File No. 001-39229
Dear Ms. Xu:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 15. Controls and Procedures
Internal Control Over Financial Reporting, page 124
1.We note you have not included management’s report assessing internal control over
financial reporting and that you are relying on the transition period established by the
rules of the SEC.  We note you filed your first Form 20-F for the fiscal year ended
December 31, 2019 on May 8, 2020, and this Form 20-F, for the fiscal year ended
December 30, 2020, is your second annual report.  Please explain why you have not
provided management’s report on internal controls.  Reference is made to Item 15 of Form
20-F, specifically the instructions to Item 15.1.
            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.

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 July 26, 2021 Page 2
 FirstName LastName
Pei Xu
Zhongchao Inc.
July 26, 2021
Page 2
            You may contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Zhongchao Inc.

Nanxi Creative Center, Suite 218

841 Yan’an Middle Road

Jing’An District, Shanghai, China 200040

Tel: 021-32205987

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

May 20, 2021

    Re:
    Zhongchao Inc.

    Registration Statement on Form F-3

    Filed May 17, 2021

    File No. 333-256190

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Zhongchao Inc. (the “Registrant”) hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on May 24, 2021, or as soon as thereafter
practicable.

Please note that we acknowledge the following:

    ·

    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ·

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ·

    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Sincerely,

    By:
    /s/ Weiguang Yang

    Name:

        Title:

    Weiguang Yang
Chief Executive Officer and

                                                                   Chairman of the Board of Directors

    Zhongchao Inc.

    cc:

    Arila Zhou, Esq.,

    Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 19, 2021
Weiguang Yang
Chief Executive 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-3
Filed May 17, 2021
File No. 333-256190
Dear Mr. Yang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

ZHONGCHAO INC.

Nanxi Creative Center, Suite 218

841 Yan’An Middle Road

Jing’An District, Shanghai, China 200040

February 19, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Zhongchao Inc.

        Registration Statement on Form F-1/A (File No. 333-234807)

        Request For Acceleration Of Effectiveness

Ladies and Gentlemen:

In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Zhongchao Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration
Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:00 p.m., Eastern Time,
on February 21, 2020, or as soon thereafter as practicable.

If there is any change
in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may
be making an oral request of acceleration of the effectiveness of the F-1 Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Hunter
Taubman Fischer & Li LLC.

The Company hereby acknowledges
the following:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further
questions, please contact Arila Zhou, Esq., at 212-530-2232, from the Company’s U.S. counsel, Hunter Taubman Fischer &
Li LLC.

    Very truly yours,

        Zhongchao Inc.

    By:

        /s/ Weiguang Yang

    Name:

    Weiguang Yang

    Title:

    Chief Executive Officer

CORRESP
1
filename1.htm

February 19, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Re:  Zhongchao Inc. (CIK No. 0001785566)

    Registration Statement on Form F-1
                                         (File No. 333-234807)

    Request For Acceleration Of Effectiveness

To Whom It May Concern:

In connection with the above-referenced Registration Statement,
and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of
Zhongchao Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00pm
US Eastern Daylight Time on February 21, 2020 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have
distributed approximately three hundred and thirty (330) copies of the Preliminary Prospectus dated January 10, 2020 (the “Preliminary
Prospectus”) through the date hereof, to dealers, institutions and others. The undersigned, as representatives of the underwriters,
hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the
provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed
offering.

[Signature Page Follows]

    Very truly yours,

    Network 1 Financial Securities, Inc.

    Tiger Brokers (NZ) Limited

    By: Network 1 Financial Securities, Inc.

    By:
    /s/ Damon D. Testaverde

    Name:
    Damon D. Testaverde
Title: Managing Director

[Signature page to Underwriters’
Acceleration Request]

CORRESP
1
filename1.htm

ZHONGCHAO INC.

Nanxi Creative Center, Suite 218

841 Yan’An Middle Road

Jing’An District, Shanghai, China 200040

February 14, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Zhongchao Inc.

        Registration Statement on Form F-1/A

Originally filed on November 21, 2019

        File No. 333-234807

Withdrawal of Acceleration Request - Registration
Statement on Form F-1/A (File No. 333-234807)

Dear Sir or Madam:

Reference is made to our
letter, filed as correspondence via EDGAR on February 12, 2020 in which we requested the effective date of the above-captioned
Registration Statement (File No. 333-234807) on Form F-1/A be accelerated so that it would be declared effective at 4:00 p.m.,
Eastern Time, on February 14, 2020, or as soon as thereafter practicable.

The purpose of this letter
is to memorialize our conversion with the Securities and Exchange Commission on February 14, 2020 prior to 4:00 p.m., Eastern Time
in which we advised that we are not seeking effectiveness of the above-captioned Registration Statement on Form F-1/A at the above
requested time and that we intend to resubmit our request for acceleration of effectiveness at a later date.

We hereby formally withdraw our
request for acceleration of the effective date at 4:00 p.m., Eastern Time, on February 14, 2020.

If you have any further
questions, please contact Arila Zhou, Esq., at 212-530-2232, from the Company’s U.S. counsel, Hunter Taubman Fischer &
Li LLC.

    Very truly yours,

        Zhongchao Inc.

    By:

        /s/ Weiguang Yang

    Name:

    Weiguang Yang

    Title:

    Chief Executive Officer

    Cc:
    Arila Zhou, Esq.

    Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

February 14, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

Zhongchao Inc. (CIK No. 0001785566)

    Registration Statement on Form F-1 (File No. 333-234807)

    Withdrawal of Acceleration Request

To Whom It May Concern:

Reference is made to our letter, filed as correspondence via EDGAR
on February 12, 2020, in which we, as representative of the underwriters of Zhongchao Inc.’s proposed public offering, joined
Zhongchao Inc.’s request for acceleration of the effective date of the above-referenced Registration Statement for Friday
February 14, 2020, at 4:00 p.m. Eastern Time. Zhongchao Inc. intends to resubmit its request for acceleration of effectiveness
at a later date. We hereby formally withdraw our request for acceleration of the effective date.

[Signature Page Follows]

    Very truly
yours,

    Network 1 Financial
Securities, Inc.

    Tiger Brokers
(NZ) Limited

    By: Network
1 Financial Securities, Inc.

    By:
    /s/ Damon D. Testaverde

    Name: Damon D. Testaverde

    Title: Managing Director

[Signature page to Underwriters’
Acceleration Request]

CORRESP
1
filename1.htm

February 12, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Zhongchao Inc. (CIK No. 0001785566)

Registration Statement on Form F-1 (File
No. 333-234807)

Request For Acceleration Of Effectiveness

To Whom It May Concern:

In connection with the above-referenced Registration Statement,
and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of
Zhongchao Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00pm
US Eastern Daylight Time on February 14, 2020 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have
distributed approximately three hundred and thirty (330) copies of the Preliminary Prospectus dated January 10, 2020 (the “Preliminary
Prospectus”) through the date hereof, to dealers, institutions and others. The undersigned, as representatives of the underwriters,
hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the
provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed
offering.

[Signature Page Follows]

    Very
truly yours,

Network
1 Financial Securities, Inc.

Tiger
Brokers (NZ) Limited

By:
Network 1 Financial Securities, Inc.

    By:

    /s/ Damon D. Testaverde

    Name: Damon D. Testaverde

    Title: Managing Director

[Signature page to Underwriters’
Acceleration Request]

CORRESP
1
filename1.htm

ZHONGCHAO INC.

Nanxi Creative Center, Suite 218

841 Yan’An Middle Road

Jing’An District, Shanghai, China 200040

February 12, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Zhongchao Inc.

        Registration Statement on Form F-1/A (File No. 333-234807)

        Request For Acceleration Of Effectiveness

Ladies and Gentlemen:

In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Zhongchao Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration
Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:00 p.m., Eastern Time,
on February 14, 2020, or as soon thereafter as practicable.

If there is any change
in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may
be making an oral request of acceleration of the effectiveness of the F-1 Registration Statements in accordance with Rule 461.
The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Hunter
Taubman Fischer & Li LLC.

The Company hereby acknowledges
the following:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further
questions, please contact Arila Zhou, Esq., at 212-530-2232, from the Company’s U.S. counsel, Hunter Taubman Fischer &
Li LLC.

    Very truly yours,

        Zhongchao Inc.

    By:

        /s/ Weiguang Yang

    Name:

    Weiguang Yang

    Title:

    Chief Executive Officer

CORRESP
1
filename1.htm

Zhongchao Inc.

Nanxi Creative Center, Suite 218

841 Yan’ An Middle Road

Jing’ An District

Shanghai, China 200040

January 10, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Zhongchao Inc.

    Registration Statement on Form F-1

    Filed December 27, 2019

    File No. 333-234807

Dear Mr. Fischer:

Zhongchao Inc. (the
“Company”, “Zhongchao,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated January 2, 2020 regarding our Registration Statement on Form F-1 previously
submitted on August 19, 2019 and amended on September 27, 2019, November 6, 2019, November 21, 2019, December 12, 2019, and December
27, 2019 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s comments
in this response and numbered them accordingly. An amended registration statement on Form F-1 filed publicly accompanying this
Response Letter is referred to as Form F-1.

Please note that new
language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

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.

Response: In response
to the Staff’s comment, we have prepared a letter requesting the Commission to waive the requirement of Item 8.A.4 of Form
20-F in the form of Exhibit A attached hereto. The Company is also filing such waiver request letter as an
exhibit to the Form F-1 pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

In responding to your comments, the Company
acknowledges that:

 ● the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 ● Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
to the filing; and

 ● the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Arila Zhou at azhou@htflawyers.com or by telephone at 212-530-2207.

    Very truly yours,

    /s/ Pei Xu

        Pei Xu

        CFO

    cc:
    Hunter Taubman Fischer & Li LLC

    2

Exhibit A

Request for Waiver and Representation under Item 8.A.4 of Form
20-F

    3

Zhongchao Inc.

Nanxi Creative Center, Suite 218

841 Yan’ An Middle Road

Jing’ An District

Shanghai, China 200040

January 10, 2020

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange
Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Zhongchao Inc.

        Amendment No. 2 to the Registration Statement on Form F-1

        Filed December 27, 2019

        File No. 333-234807

    Request for Waiver and Representation under Item 8.A.4 of Form 20-F

Dear Mr. Fischer:

The undersigned, Zhongchao
Inc., a foreign private issuer organized under the laws of the Cayman Islands (the  “Company”, “Zhongchao,”
“we”, “us” or “our”), is submitting this letter via EDGAR to the Securities
and Exchange Commission (the “Commission”) in connection with the Company’s registration statement on
Form F-1, as amended, initially submitted for confidential review on August 19, 2019 (the “Registration Statement”)
relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares.

The Company has included
in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting principles
generally accepted in the United States, as of December 31, 2018 and 2017, and for each of the two fiscal years ended December
31, 2018 and 2017, and unaudited interim consolidated financial statements as of June 30, 2019, and for each of the six-month periods
ended June 30, 2019 and 2018.

The Company respectfully
requests that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s
initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than
12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation
Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting
this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission will waive the 12-Month
Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this
requirement in any other jurisdiction outside the United States and that complying with this requirement is impracticable or involves
undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division
of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm)
by the staff of the Division of Corporation Finance of the Commission at Section III.B.c, in which the staff notes that:

“the instruction
indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing
jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject
only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule
are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise
readily available.”

    4

In connection with
this waiver request, the Company represents to the Commission that:

    1.
    The Company is not currently a public reporting company in any jurisdiction;

    2.
    The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

    3.
    Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

    4.
    The Company does not anticipate that its audited financial statements for the fiscal year ended December 31, 2019, will be available until March 2020.

    5.
    In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company is filing
this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

Thank you for your
consideration of the Company’s request, which we hope will be acceptable to the Staff Attorney. If additional information
would be helpful in your analysis of the Company’s request or you have any questions or comments regarding the information
in this letter, we ask that you forward them by electronic mail to our counsel, Arila Zhou at azhou@htflawyers.com or by telephone
at 212-530-2207.

    Very truly yours,

    /s/ Pei Xu

    Pei Xu

    CFO

    cc:
    Arila Zhou

    Hunter Taubman Fischer & Li LLC

5

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.

CORRESP
1
filename1.htm

Zhongchao Inc.

Nanxi Creative Center, Suite 218

841 Yan’ An Middle Road

Jing’ An District

Shanghai, China 200040

December 27, 2019

VIA EDGAR

Paul Fischer

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Zhongchao
                                         Inc.

    Amendment
                                         No. 1 to Registration Statement on Form F-1

    Filed
                                         December 12, 2019

    File
                                         No. 333-234807

Dear Mr. Fischer:

Zhongchao Inc. (the
“Company”, “Zhongchao,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated December 20, 2019 regarding our Registration Statement on Form F-1 (the
“Registration Statement”) previously submitted on August 19, 2019 and amended on September 27, 2019, November
6, 2019, November 21, 2019, and December 12, 2019. For ease of reference, we have repeated the Commission’s comments in this
response and numbered them accordingly. An amended F-1 submitted publicly accompanying this Response Letter is referred to as Form
F-1.

Please note that new
language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized font; any deletions
from the initial Registration Statement are indicated in this letter as strikethrough font.

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.

Response:
In response to the Staff’s comment, we have removed the reference to the conversion of Class B shares but revised disclosure
to explain the nature of Class A and Class B Ordinary Shares as follows on page 65 of the Form F-1.

“In
addition, we currently have 5,497,715 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class
B Class A Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder
vote, each Class A Ordinary Share will be entitled to 1 vote and each Class B Ordinary Share will be entitled to 15 votes. The
Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class
A Ordinary Shares at any time after issuance at the option of the holder on a one to one basis. The Class B Ordinary Shares
are not being converted as part of this Offering.”

We also revised disclosure to clarify that the
Class B Ordinary Shares are not being converted as part of this Offering the cover page of the Form F-1.

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.

Response:
In response to the Staff’s comment, we have revised the “pro forma net tangible book value per Class A Ordinary
Share” to “pro forma net tangible book value per ordinary share” in the section of Dilution on page 66 of the Form F-1. We
also include the following disclosure on page 66 of the Form F-1.

“Holders
of Class A Ordinary Shares and Class B Class A Ordinary Shares have the same rights except for voting and conversion rights. In
respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to 1 vote and each Class B Ordinary
Share will be entitled to 15 votes. Class A Ordinary Share and Class B Ordinary Share are collectively known as ordinary shares.
The Class B Ordinary Shares are not being converted as part of this Offering.”

In
addition, we have revised to present tangible net book value and pro forma tangible net book value amounts in both whole
numbers and on a per share basis in the section of Dilution on page 66 of the Form F-1, assuming the conversion of Class B ordinary Shares
for the purpose of calculation. We respectfully clarify that we are not converting Class B Ordinary Shares in connection with
the Offering.

Below please
find the table reflecting our calculation on the net tangible book value per ordinary share and net tangible asset per ordinary
share after the Offering, and the increase per ordinary share attributable to this Offering:

    As Reported
    Pro Forma Adjustment
    Pro Forma
 Adjusted
 for IPO

    Net tangible book value as of June 30, 2019
    $ 12,732,280
    $ 12,596,721
    $ 25,329,001

    Number of ordinary shares
      21,600,135
      3,500,000
      25,100,135

    Net tangible book value per ordinary share as of June 30, 2019
    $ 0.59

    $ 1.01

    Increase per ordinary share attributable to this offering

    $ 0.42

 (1) The pro forma adjustment for net tangible book value as of June 30, 2019 represents the net proceeds
the Company expected to raise from this offering. The net proceeds of 12,596,721 is equal to the gross proceeds of $14,875,000,
minus the expenses of the offering of $1,013,904, the underwriter’s commission of $223,125, which is calculated at 1.5% of
gross proceeds, and the underwriter’s discount of $1,041,250, which is calculated at 7% of gross proceeds.

 (2) The pro forma adjustment for the number of ordinary shares represents the number of shares to be
issued in this offering.

    2

 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.

Response:
We respectfully note the comment. As we are not converting the Class B Ordinary Shares in connection with the Offering, as a result,
we have treated Class A and Class B Ordinary Shares as ordinary shares as if the Class B Ordinary Shares have been converted into
Class A Ordinary Shares and do not separately present them in the post-offering ownership table.

We thank the Staff
for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel,
Arila Zhou at azhou@htflawyers.com or by telephone at 212-530-2207.

    Very truly yours,

    /s/ Pei Xu

        Pei Xu

        CFO

    cc:
    Hunter Taubman Fischer & Li LLC

3

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.

CORRESP
1
filename1.htm

Zhongchao
Inc.

Nanxi
Creative Center, Suite 218

841
Yan’ An Middle Road

Jing’
An District

Shanghai,
China 200040

November
21, 2019

VIA
EDGAR

Paul
Fischer

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

 Re: Zhongchao
                                         Inc.

    Draft
                                         Registration Statement on Form F-1/A

    Amended
                                         on November 6, 2019

    CIK
                                         0001785566

Dear
Mr. Fischer:

Zhongchao
Inc. (the “Company”, “Zhongchao,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), dated November 15, 2019 regarding our Registration Statement on Form F-1 (the
“Registration Statement”) previously submitted on August 19, 2019 and amended on September 27, 2019 and November
6, 2019. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
An amended F-1 submitted in confidentiality accompanying this Response Letter is referred to as Form F-1.

Please
note that new language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

Amendment
No. 2 to Draft Registration Statement Filed November 6, 2019

Consolidated
Statements of Income and Comprehensive Income, page F-4

 1. Please
                                         revise your earnings per share here and elsewhere throughout the filing to round it to
                                         the nearest whole cent.

Response:
In response to the Staff’s comment, we have revised the earnings per share to round it to the nearest whole cent on page
F-4, F-29, F-38, and F-49 in the Form F-1.

Unaudited
Consolidated Financial Statements for the Six Months Ended June 30, 2019 and 2018

2.
Summary of Significant Accounting Policies

(c)
Revenue recognition, page F-43

 2. You
                                         indicated that for contracts engaged with non-for-profit organizations (“NFP”),
                                         you provide assistance in operation of patient aid projects and training courses and
                                         materials to doctors. We further note on page 68 that you also establish individual websites
                                         for these customers. Please quantify the amount of revenue recognized under these arrangements
                                         during 2018 and the most recent interim period presented. To the extent these revenues
                                         are material to any of the periods presented, please address the following:

 ● Explain
how you determined that the individual services provided under these arrangements should be combined into a single performance
obligation. Please refer to ASC 606-10-25-14 through 25-22.

 ● Disclose
if these arrangements are typically structured as fixed price contracts or if the transaction price includes any variable consideration.
Please refer to ASC 606- 10-50-17.

 ● Tell
us the time period over which you typically recognize revenues for these arrangements.

Response:
In response to the Staff’s comment, the amount of revenue recognized for the year ended December 31, 2018 and six months
ended June 30, 2019 were $nil and $1,785,484, respectively.

 Ÿ Explain how you determined that the individual
services provided under these arrangements should be combined into a single performance obligation. Please refer to ASC 606-10-25-14
through 25-22.

Response:

Our assistance
in operation of patient aid projects mainly consists of provision of training and knowledge of certain drugs to doctors, review
of patients’ applications, track of patients’ usage of drugs and collection of these information. The series of services
require the Company to provide management over the project period to integrate all activities so as to meet the purpose of the
patient aid project, i.e., qualified patients could get free drugs. Moreover, in practice, the Company has enforceable rights to
payments from customers until the free drugs are distributed to patients. Referring to ASC606-10-25-21(a), the Company believes
these activities are not separately identifiable in the context of the contract, and should be combined as one performance obligation.

Though we are
required to establish websites for the customers, we could only provide the series of services as described above to the customers
after the establishment of the websites. As such the Company believes the activity to establish websites does not transfer products
or services to the customers, and thus customers cannot benefit from such activity. Referring to ASC 606-10-25-17, the establishment
of websites is an administrative or set-up activity and is not identified as a performance obligation

 Ÿ Disclose if these arrangements are typically
structured as fixed price contracts or if the transaction price includes any variable consideration. Please refer to ASC 606-10-50-17.

Response:
These arrangements are structured as fixed-price contracts. The priced is determined as stated in contracts. The Company
did not identify variable consideration, noncash consideration and consideration payable to customers or significant financing
component in the contracts.

We have revised
the disclosure on page F-43 and page 80 of Form F-1 to clarify the determination of transaction price.

    2

Page F-43 and
Page 80

“Assistance in operation
of patient-aid projects

The Company is
engaged by not-for-profit organizations (“NFP”) to assist in operation of patient aid projects with a purpose to facilitate
qualified patients to obtain free drug treatment from NFPs. The Company is responsible to provide doctors with access to training
courses or training materials in connection with the drug treatment, review the completeness of application documents from patients,
and other ad-hoc works. These arrangements are structured as fixed-price contracts. The price is determined as stated in
contracts and does not include any variable consideration. The Company identifies a single performance obligation from
contracts and recognizes revenue over a period of time during which the Company provides the assistance to the NFPs till the free
drugs are completely delivered. The Company uses an input-based method to measure the progress, by reference to the cost incurred
in performing the obligation.”

 Ÿ Tell us the time period over which you
typically recognize revenues for these arrangements.

Response:
Pursuant to the contracts with customers, the Company recognizes revenues for these arrangements over the period from the
date the Company established the website to the earlier of the date when all drugs are delivered to patients or a predetermined
service end date in the contract. As we just launched these new projects in late 2018, the predetermined service end date is estimated
around 12 to 15 months from the signing of the contracts. However, in practice, all drugs are typically delivered to patients and
the contract expired within 6 months after the websites are established.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Arila Zhou at azhou@htflawyers.com or by telephone at 212-530-2207.

    Very
    truly yours,

    /s/
    Pei Xu

    Pei
        Xu

        CFO

 cc: Hunter
Taubman Fischer & Li LLC

3

November 15, 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.
Draft Registration Statement on Form F-1/A
Amended on November 6, 2019
CIK 0001785566
Dear Ms. Xu:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement Filed November 6, 2019
Consolidated Statements of Income and and Comprehensive Income, page F-4
1.Please revise your earnings per share here and elsewhere throughout the filing to round it
to the nearest whole cent.
Unaudited Consolidated Financial Statements for the Six Months Ended June 30, 2019 and 2018
2. Summary of Signficant Accounting Policies
(c) Revenue recognition , page F-43
2.You indicated that for contracts engaged with non-for-profit organizations ("NFP"), you

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 November 15, 2019 Page 2
 FirstName LastName
Pei Xu
Zhongchao Inc.
November 15, 2019
Page 2
provide assistance in operation of patient aid projects and  training courses and materials
to doctors. We further note on page 68 that you also establish individual websites for these
customers. Please quantify the amount of revenue recognized under these arrangements
during 2018 and the most recent interim period presented.  To the extent these revenues
are material to any of the periods presented, please address the following:
•Explain how you determined that the individual services provided under these
arrangements should be combined into a single performance obligation. Please refer
to ASC 606-10-25-14 through 25-22.
•Disclose if these arrangements are typically structured as fixed price contracts or if
the transaction price includes any variable consideration.  Please refer to ASC 606-
10-50-17.
•Tell us the time period over which you typically recognize revenues for these
arrangements.
            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 Murphy, Legal Branch Chief, at 202-551-3257, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Arila Zhou

October 7, 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.
Draft Registration Statement on Form F-1/A
Amended on September 27, 2019
CIK 0001785566
Dear Ms. Xu:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1/A, amended on September 27, 2019
Prospectus Summary , page 13
1.We note your response to prior comment one. Please revise to clarify that the second chart
represents your corporate legal structure and subsidiaries upon completion of the offering,
as opposed to as of the date of the prospectus.
Notes to Consolidated Financial Statements
Organization and Principal Activities, page F-8
2.We note your response to prior comment 9.  Please expand your disclosures on page F-8

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 October 7, 2019 Page 2
 FirstName LastName
Pei Xu
Zhongchao Inc.
October 7, 2019
Page 2
to describe that HF Capital acquired a total of 1,350,068 Class A Ordinary Shares in
Zhongchao Shanghai of which 675,068 shares were committed to be issued, and the
remaining amount was acquired from an existing shareholder.  Also, since your response
indicates that 675,000 of the 1,350,068 Class A Ordinary Shares were acquired from an
existing shareholder, it is unclear why the table on page F-9 reflects all 1,350,068 Class A
Ordinary Shares as "committed to be issued to the investor" as of December 31, 2017 and
2018.  Please advise or revise your filing accordingly.
2. Summary of Significant Accounting Policies
(o) Revenue recognition, page F-16
3.Please revise to disclose your accounting policies for cost of revenues, similar to the
discussion you provide on page 72.
4.You disclose on page 72 that cost of revenues includes professional service fees charged
by experts who provide offline seminars.  Please explain the role of any third parties
involved in providing services in connection with your offline or online courses and
explain how you determined that revenue should be reported on a gross basis.  Please refer
to ASC 606-10-55-36 through 40 and 606-10-50-12(c).
5.We note your response to prior comment 12.  For both online and offline courses, please
revise to disclose the services you combined into a single performance obligation and the
significant judgments involved in arriving at that conclusion.  Please refer to ASC 606-10-
50-17.
16. Stock Based Compensation, page F-32
6.We note your response to prior comment 13.  Please expand your disclosure to describe
your accounting treatment for the stock dividend.  Further, please revise your
shareholders' equity statement on page F-5 to indicate that the shares and per share
data were retroactively adjusted to reflect this transaction.
            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

September 13, 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.
Draft Registration Statement on Form F-1
Filed on August 19, 2019
CIK 0001785566
Dear Ms. Xu:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement filed August 19, 2019
Prospectus Summary, page 1
1.Please revise to also provide a chart of your corporate structure upon completion of the
offering, showing the percentage held by public shareholders. Please also revise to
identify the shareholders of Zhongchao Shanghai, including the 6.5% shareholder
referenced in the final paragraph on page 12.

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 September 13, 2019 Page 2
 FirstName LastNamePei Xu
Zhongchao Inc.
September 13, 2019
Page 2
Corporate Information
Our Corporate History and Structure , page 13
2.You indicated that the Company obtained control of Zhongchao Shanghai and its
subsidiaries through VIE agreements, and you completed a reorganization of entities
under common control.  Please tell us the basis of your conclusion that the entities were
under common control for all reported periods.  Specifically, please identify the
significant shareholders and their percentage ownership of Zhongchao Shanghai prior to
the reorganization.
We have not finally determined the use of the proceeds from this offering., page 56
3.We note that several of the uses of proceeds identified here, for example, upgrading your
warehouse facilities and establishing overseas sales, are not consistent with the uses of
proceeds enumerated at page 59 under "Use of Proceeds." Please advise or revise.
We will incur increased costs as a result of being a publicly-traded company., page 56
4.To the extent practicable, please revise to indicate an estimate of the anticipated increased
costs associated with becoming a public company.
Use of Proceeds, page 59
5.Please revise the final paragraph of your discuss to address, as you do at page 73, the time
frames associated with the filing and registration process for capital contributions and
loans to your VIE. Please also discuss the likelihood of obtaining such approvals.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Cost of revenues, page 71
6.We note that travel expense related to the offline seminars were part of the cost of
revenues.  Please clarify the nature of such expenses and the extent to which you are
reimbursed for these costs by your customers.
The Foreign Investment Law, page 122
7.Please revise to disclose the possible effects of the Foreign Investment Law on the
company and its operations.
The Guidance Catalog and Negative List, page 122
8.Please revise to indicate within which category, encouraged, restricted, or prohibited, the
company's operations are categorized.

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 September 13, 2019 Page 3
 FirstName LastNamePei Xu
Zhongchao Inc.
September 13, 2019
Page 3
Notes to Consolidated Financial Statements
1. Organization and Principal Activities , page F-8
9.We note in the Statements of Changes in Shareholders' Equity on page F-5 and the
schedule presented on page F-9 that the Company is committed to issue the shareholder
of Zhongchao Shanghai a total of 2,700,136 Class A ordinary shares, representing
1,350,068 shares for each year presented. However, you stated on page F-8 that the
warrant entitled the shareholder to purchase 1,350,068 shares.  Please clarify and revise
your financial statements and disclosures accordingly.
10.With respect to warrant agreement entered with the shareholder of Zhongchao Shanghai, it
appears that the agreement was subject to certain conditions and that the shares has not
been issued as of the report date.  Please tell us the basis of your conclusion that "there is
no circumstance under which the 1,350,068 Class A Ordinary Shares would not be issued"
and thus the shares committed to be issued were included in both the ordinary shares
outstanding and calculation of weighted average outstanding shares as of December 31,
2018 and 2017.
11.In addition, one of the outstanding conditions for the warrant agreement was that
the " shareholder has fully paid the capital contribution to Zhongchao Cayman".  It
appears that the capital contributions of $2,732,081 and $3,580,260 in the cash flow
statements for fiscal years 2017 and 2018, respectively, were related to the shares
committed to be issued.  Please explain your basis for including these contributions in the
Statement of Cash Flows prior to the issuance of the shares.

2. Summary of Significant Accounting Policies
(o) Revenue recognition, page F-16
12.Please help us better understand the nature of the specific goods and services that are
transferred to your customers.  Please clarify what goods and services you have combined
into a single performance obligation and what goods or services you consider to be
separate performance obligations.  For example, for your course production services, it is
unclear if your performance obligations are limited to production services or if you are
also contractually required to post these courses on your platform and guarantee access to
users for a particular period of time.  Please refer to ASC 606-10-25-21 and 606-10-50-
12(c).
16. Stock Based Compensation , page F-32
13.You indicated that Zhongchao Shanghai declared a stock dividend by delivering 5 new
shares of ordinary share to each 10 existing shares in FY 2017.  Please tell us how you
accounted for this transaction and your consideration of ASC 505-20-25.

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 September 13, 2019 Page 4
 FirstName LastName
Pei Xu
Zhongchao Inc.
September 13, 2019
Page 4
General
14.We note references to third-party market data within your prospectus, including, for
example, a reference at page 1 to the 2017 Research Report on Chinese National Equities
Exchange and Quotations by Beijing Wutong Ideal Capital Management Co., Ltd. Please
provide us with copies of any materials that support third-party statements, clearly cross-
referencing a statement with the underlying factual support.
            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 Murphy, Legal Branch Chief, at 202-551-3257, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Arila Zhou