UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
for the transition period from ____________to ____________
Commission file number: 001-39229
ZHONGCHAO INC.
(Exact Name of Registrant as Specified in its
Charter)
N/A
(Translation of Registrant’s Name into English)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Room 2504, OOCL Tower
841 Yan’an Middle Road
Jing’An District, Shanghai, China 200040
Tel: 021-32205987
(Address of principal executive offices)
Weiguang Yang, Chief Executive Officer
Room 2504, OOCL Tower
841 Yan’an Middle Road
Jing’An District, Shanghai, China 200040
Tel: 021-32205987
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of Each Class | | Name of Each Exchange on Which Registered |
| Class A Ordinary shares, par value $0.001 | | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2024, the issuer had 24,839,131
Class A Ordinary Shares (including 135,007 Class A Ordinary Shares to be issued upon exercise of the HF Warrant the Company issued to
HF Capital. For more details of the HF Warrant, please see “Our Corporate History and Structure” on page 51) and 549,772 Class
B Class A Ordinary Shares.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Emerging growth company | ☒ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| † |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | | Other ☐ |
| * |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ |
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes ☐ No ☒
EXPLANATORY NOTE
Zhongchao Inc. (the “Company”)
is filing this Amendment No. 1 (this “Form 20-F/A”) to its Annual Report on Form 20-F for the fiscal year ended December 31,
2024 (the “Original Form 20-F”), as originally filed with the Securities and Exchange Commission on April 25, 2025. This Form
20-F/A is being filed solely for the purpose of updating the disclosure in Item 16G of Part II of the Original Form 20-F. In accordance with
Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 16G of Part II of
the Original Form 20-F is hereby amended and restated in its entirety.
This Form 20-F/A includes
new certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, from our Chief Executive
Officer and Chief Financial Officer, dated as of the date of filing of this Form 20-F/A. Because no financial statements have been included
in this Form 20-F/A and this Form 20-F/A does not contain or amend any disclosure with respect to Item 15, paragraphs 3, 4 and 5 of the
certifications have been omitted.
Except as described above
or as otherwise expressly provided by the terms of this Form 20-F/A, no other changes have been made to the Original Form 20-F. Except
as otherwise indicated herein, this Form 20-F/A continues to speak as of the date of the Original Form 20-F, and the Company has not updated
the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Form 20-F.
TABLE OF CONTENTS
| PART II |
|
| |
|
|
| ITEM 16G. |
CORPORATE GOVERNANCE |
1 |
| |
|
|
| PART III |
|
| |
|
|
| ITEM 19. |
EXHIBITS |
2 |
Item 16G. CORPORATE GOVERNANCE
As a Cayman Islands exempted
company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq Stock
Market Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate
governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market Rules.
While we voluntarily follow
most Nasdaq corporate governance rules, we may choose to take advantage exemptions afforded to us and follow certain home country corporate
governance practices, as a result of which, our shareholders may not have the same protections afforded to shareholders of companies that
are subject to all Nasdaq corporate governance requirements.
Except those rules which we
are required to follow pursuant to the provisions of Rule 5615(a)(3), we choose to follow home country practice in place of all of the
requirements of Rule 5600 as listed below:
| ● | Rule 5620(a), pursuant to which each company listing common stock or voting preferred stock, or their
equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end. |
| ● | Rule 5620(b), pursuant to which each company shall solicit proxies and provide proxy statements for all
meetings of shareholders and shall provide copies of such proxy solicitation to Nasdaq. |
| ● | Rule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to an
issuance of securities in connection with the acquisition of the stock or assets of another company. |
| ● | Rule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when
the issuance or potential issuance will result in a change of control of the company. |
| ● | Rule 5635(c), pursuant to which shareholder approval is required prior to the issuance of securities when
a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially
amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions. |
| ● | Rule 5635(d), pursuant to which shareholder approval is required prior to the issuance of securities in
connection with a transaction other than a public offering involving: |
| o | the sale, issuance or potential issuance by the company of common stock (or securities convertible into
or exercisable for common stock) at a price less than the greater of book or market value which together with sales by officers, directors
or Substantial Shareholders of the company equals 20% or more of common stock or 20% or more of the voting power outstanding before the
issuance; or |
| o | the sale, issuance or potential issuance by the company of common stock (or securities convertible into
or exercisable common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance
for less than the greater of book or market value of the stock. |
See “Item 6. Directors, Senior Management
and Employees” for more information.
Item 19. EXHIBITS
EXHIBIT INDEX
| 12.1 |
|
Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. |
| 12.2 |
|
Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. |
| 101.INS |
|
Inline XBRL Instance Document |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this
Annual Report on its behalf.
| |
Zhongchao Inc. |
| |
|
|
| |
By: |
/s/ Weiguang Yang |
| |
Name: |
Weiguang Yang |
| |
Title: |
Chief Executive Officer
(Principal Executive Officer) |
| |
|
|
| |
Dated: |
January 15, 2026 |
U.S. GAAP
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