众巢医学2023年度报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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) Nanxi Creative Center, Suite 216841 Yan’an Middle RoadJing’An District, Shanghai, China 200040Tel: 021-32205987(Address of principal executive offices) Weiguang Yang, Chief Executive OfficerNanxi Creative Center, Suite 216841 Yan’an Middle RoadJing’An District, Shanghai, China 200040Tel: 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: Class A Ordinary shares, par value $0.001 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 ofthe close of the period covered by the annual report: As of December 31, 2023, the issuer had 2,054,943 Class A Ordinary Shares (including 135,007 Class AOrdinary Shares to be issued upon exercise of the HF Warrant the Company issued to HF Capital. For moredetails of the HF Warrant, please see “Our Corporate History and Structure” on page 49) and 549,772 ClassB Class A Ordinary Shares, giving effect to the 1-for-10 share consolidation effectuated on February 29,2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports 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 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12months (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,” acceleratedfiler,” 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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting 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 thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S.GAAP☒International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☐Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark whichfinancial 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 inRule 12b-2