众巢医学 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 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 OF1934 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 Tower841 Yan’an Middle RoadJing’An District, Shanghai,China200040Tel: 021-32205987(Address of principal executive offices) Weiguang Yang, Chief Executive OfficerRoom 2504,OOCL Tower841 Yan’an Middle RoadJing’An District, Shanghai,China200040Tel: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 ClassName of Each Exchange on Which RegisteredClass A Ordinary shares, par value $0.001TheNasdaqStock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) 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 periodcovered by the annual report: As of December 31, 2024, the issuer had24,839,131Class A Ordinary Shares (including 135,007 Class A Ordinary Shares to be issuedupon exercise of the HF Warrant the Company issued to HF Capital. For more details of the HF Warrant, please see “Our CorporateHistory and Structure” on page 51) and549,772Class 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 Section13 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 SecuritiesExchange 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 andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 emerginggrowth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided 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 Boardto 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 theregistrant 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-basedcompensation 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 StandardsBoard☐Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant 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 ExchangeAct). Yes☐No☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial re