CUSIP
Number: G9897X107
|
(1)
|
Name
of Reporting Persons: More Healthy Holdings Limited
S.S.
or I.R.S. Identification Nos. of above persons: N/A
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Source
of Funds (See Instructions)
OO
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐
|
|
(6)
|
Citizenship
or Place of Organization:
British
Virgin Islands
|
|
Number
of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
(7)
Sole Voting Power:
0
|
|
(8)
Shared Voting Power:
82,465,725
(1)
|
|
(9)
Sole Dispositive Power:
0
|
|
(10)
Shared Dispositive Power:
82,465,725(1)
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
82,465,725
(1)
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11):
80.93%
(2)
|
|
(14)
|
Type
of Reporting Person (See Instructions):
CO
|
|
|
(1)
|
Represents
5,497,715 Class B Ordinary Shares held by More Healthy Holdings Limited (“More Healthy”), which is 100% owned by Weiguang
Yang (“Yang”); accordingly, Yang is deemed to control More Healthy. The Class B Ordinary Shares vote on a one for
fifteen basis; accordingly, this Reporting Person is entitled to an aggregate of 82,465,725 votes. The Reporting Person maintains the
right to convert its Class B Ordinary Shares into Class A Ordinary Shares at any time, in its sole discretion, on a one for one basis;
following such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary
Shares.
|
|
|
(2)
|
Represents
the voting power with respect to all of our Class A Ordinary Shares and Class B Ordinary Shares, voting based on respective voting power.
Accordingly, the percentage is based on the aggregate voting rights under 19,435,423 Class A Ordinary Shares (including 1,350,068 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 “INFORMATION OF THE COMPANY – History and Development of the Company - Our Corporate History and Structure”
on page 33 of the annual report on Form 20-F filed by the Company with the SEC on April 30, 2021, File No. 001-39229) and 5,497,715 Class
B Ordinary Shares (such Class B Ordinary Shares are entitled to 82,465,725 votes) issued and outstanding as of April 30, 2021.
|
CUSIP
Number: G9897X107
|
(1)
|
Name
of Reporting Persons: Weiguang Yang (“Yang”)
S.S.
or I.R.S. Identification Nos. of above persons: 090-62-3153
|
|
(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
|
(3)
|
SEC
Use Only
|
|
(4)
|
Source
of Funds (See Instructions)
OO
|
|
(5)
|
Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐
|
|
(6)
|
Citizenship
or Place of Organization:
People’s
Republic of China
|
|
Number
of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
(7)
Sole Voting Power:
82,465,725
(1)
|
|
(8)
Shared Voting Power:
0
|
|
(9)
Sole Dispositive Power:
82,465,725
(1)
|
|
(10)
Shared Dispositive Power:
0
|
|
(11)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
82,465,725
(1)
|
|
(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐
|
|
(13)
|
Percent
of Class Represented by Amount in Row (11):
80.93%
(2)
|
|
(14)
|
Type
of Reporting Person (See Instructions):
IN
|
|
|
(1)
|
Represents
5,497,715 Class B Ordinary Shares held by More Healthy, which is 100% owned by Yang. The Class B Ordinary Shares vote on a one for fifteen
basis; accordingly, this Reporting Person is entitled to an aggregate of 82,465,725 votes. The Reporting Person maintains the right to
convert its Class B Ordinary Shares into Class A Ordinary Shares at any time, in its sole discretion, on a one for one basis; following
such conversion, the resulting Class A Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares.
|
|
|
(2)
|
Represents
the voting power with respect to all of our Class A Ordinary Shares and Class B Ordinary Shares, voting based on respective voting power.
Accordingly, the percentage is based on the aggregate voting rights under 19,435,423 Class A Ordinary Shares (including 1,350,068 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 “Prospectus Summary- Our Corporate History and Structure” on “INFORMATION OF THE COMPANY – History
and Development of the Company - Our Corporate History and Structure” on page 33 of the annual report on Form 20-F filed by the
Company with the SEC on April 30, 2021, File No. 001-39229) and 5,497,715 Class B Ordinary Shares (such Class B Ordinary Shares are entitled
to 82,465,725 votes) issued and outstanding as of April 30, 2021.
|
CUSIP
Number: G9897X107
Explanatory
Note
This
amendment No. 1 (the “Amendment”) to the Schedule 13D is filed to amend and supplement the statement on Schedule 13D,
initially filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2020 ( the “Schedule
13D”).
This
Amendment is being filed on behalf of Healthy Holdings Limited, a company limited by shares incorporated under the laws of British Virgin
Islands (“More Healthy”) and Mr. Weiguang Yang (“Yang”), the sole member of More Healthy (collectively
the “Reporting Persons”), relating to ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)
of Zhongchao Inc., a Cayman Islands exempted company with limited liability whose principal place of business is in Shanghai, China (the
“Company” or the “Registrant”). The person having voting, dispositive or investment powers over
More Healthy Holdings Limited is Yang.
This
Amendment is being filed because the Ordinary Shares beneficially owned by the Reporting Persons has decreased by an amount in excess
of one percent of the total number of Ordinary Shares outstanding. Except as otherwise set forth in this Amendment, the information set
forth in the Schedule 13D remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
This Amendment should be read together with the Schedule 13D.
Item
1. Security and Issuer.
This statement on the Amendment relates to the
Class A Ordinary Shares with a par value of US$0.0001 per share (the “Class A Ordinary Shares”) and the Class B Ordinary
Shares with a par value of US$0.0001 per share (the “Class B Ordinary Shares”), of the Company. As of April 30, 2021,
the Company has 19,435,423 Class A Ordinary Shares with a par value of US$0.0001 per share (the “Class A Ordinary Shares”)
(including 1,350,068 Class A Ordinary Shares to be issued upon exercise of the HF Warrant the Company issued to HF Capital) and 5,497,715
Class B Ordinary Shares (such Class B Ordinary Shares are entitled to 82,465,725 votes) issued and outstanding.
The
Company’s principal offices are located at Nanxi Creative Center, Suite 218, 841 Yan’An Middle Road, Jing’An District,
Shanghai, China, 200040.
Item
2. Identity and Background.
Item
2 of the Schedule 13D is amended and supplemented as follows:
|
|
(a)
|
The
names of the persons filing this Statement (the “Reporting Persons”) are:
|
Yang
owns 5,497,715 Class B Ordinary Shares held by More Healthy, which is 100% owned by Yang.
More
Healthy directly owns 5,497,715 Class B Ordinary Shares of the Company. Yang owns 100% equity interest in More Healthy and Yang is therefore
deemed the beneficial owner of such shares.
|
|
(b)
|
The
principal business address of Yang is c/o Zhongchao Inc., c/o Nanxi Creative Center, Suite 218, 841 Yan’An Middle Road, Jing’An
District, Shanghai, China.
|
|
|
|
|
|
|
|
The
principal office address for More Healthy is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
|
|
|
(c)
|
The
principal business of Yang is the Chief Executive Officer of the Company and Chairman of the Company’s Board of Directors.
|
|
|
|
|
|
|
|
The
principal business of More Healthy is to act as investment holding company.
|
|
|
(d)
|
During
the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item
2, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
|
(e)
|
During
the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item
2, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal and state securities laws of findings any violation with respect to such laws.
|
|
|
(f)
|
Citizenship
of Yang: People’s Republic of China
|
|
|
|
|
|
|
|
More
Healthy is a company incorporated in the British Virgin Islands.
|
CUSIP
Number: G9897X107
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13D is amended and supplemented as follows:
More
Healthy is a company formed under the laws of the British Virgin Islands. Its principal business is managing Yang’s personal assets
and investments. More Healthy is also one of the original shareholders in the Company. The Board of Directors of the Company approved
the sale and issuance of 5,497,715 Class B Ordinary Shares to More Healthy, among other investors, on August 14, 2019.
Running
Puma Holdings Limited (“Running Puma”), Unique Value Holdings Limited (“Unique Value”), and Enchanted
Butterfly Holdings Limited (“Enchanted Butterfly”) are companies formed under the laws of the British Virgin Island
with their principal business managing Yang’s personal assets and investments. The sole member of each Running Puma, Unique Value,
and Enchanted Butterfly respectively transferred their shares of the corresponding entity to More Healthy on August 1, 2019. As a result,
Running Puma, Unique Value, and Enchanted Butterfly are indirectly wholly owned by Yang through More Healthy. Running Puma, Unique Value,
and Enchanted Butterfly were the original shareholders in the Company for 1,047,606, 1,036,806 and 2,118,973 Class A Ordinary Shares,
respectively until August 3, 2020 when these shares were gifted to Rapid Expansion Holdings Limited, a British Virgin Islands company
(“Rapid Expansion”), in recognition of Yang’s sister, Mrs. Lirong Yang being the sole member of Rapid Expansion.
Please
see the Schedule 13D, with respect to the previous beneficial ownership of the Ordinary Shares of the Company by the Reporting Persons
directly or indirectly through Running Puma, Unique Value, and Enchanted Butterfly.
As
a result, the Reporting Persons currently own 5,497,715 Class B Ordinary Shares, entitled to an aggregate of 82,465,725 votes.
For
more detail see Item 5.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is amended and supplemented as follows:
The
shares owned by Yang and More Healthy were acquired for investment purposes. Yang and/or More Healthy may make further acquisitions of
Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by Yang
and/or More Healthy at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions,
other investment opportunities and other factors. However, such shares are subject to certain lock-up restrictions as further described
in Item 6 below.
On
August 3, 2020, Yang gave for an aggregate of 4,203,385 Class A Ordinary Shares originally owned through Running Puma, Unique Value,
and Enchanted Butterfly as a gift to Rapid Expansion, in recognition of Yang’s sister, Mrs. Lirong Yang being the sole member of
Rapid Expansion,
Item
5. Interest in Securities of the Issuer
Item
5 of the Schedule 13D is amended and supplemented as follows:
|
|
a.
|
The aggregate number and percentage of the Company’s Ordinary
Shares to which this Amendment relates is 5,497,715 Class B Ordinary Shares, constituting approximately 80.93% of the Company’s
outstanding votes based on 19,435,423 Class A Ordinary Shares and 5,497,715 Class B Ordinary Shares (such Class B Ordinary Shares are
entitled to 82,465,725 votes) issued and outstanding as of April 30, 2021.
|
|
|
b.
|
The
beneficial ownership of each of the Reporting Persons is:
|
|
|
i.
|
Yang:
82,465,725 (80.93%), though his control over More Healthy; and
|
|
|
ii.
|
More
Healthy: 82,465,725 (80.93%), upon its beneficial ownership of 5,497,715 Class B Ordinary Shares.
|
|
|
c.
|
Yang
is deemed to have sole voting power, to vote or direct the vote of and to dispose or direct the disposition of the 82,465,725 votes
reported herein through More Healthy.
|
More
Healthy hold 82,465,725 votes reported herein, but as the sole equity owner of More Healthy, Yang is deemed to control and/or have disposition
rights and voting rights over such votes.
|
|
d.
|
There
have been no other transactions in the Class A Ordinary Shares or Class B Ordinary Shares effected by the Reporting Persons during
the past 60 days.
|
|
|
e.
|
No
person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares reported as being beneficially owned (or which may be deemed to be beneficially owned) by the Reporting
Persons.
|
CUSIP
Number: G9897X107
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is amended and supplemented as follows:
The
following descriptions are qualified in their entirety by the agreements and instruments included as exhibits to this Schedule.
Joint
Filing Agreement
The Reporting Persons are parties to an agreement with respect
to the joint filing of this Schedule and any Schedules hereto. A copy of such agreement is attached as Exhibit 99.1 and is incorporated
by reference herein.
Lock-Up
Agreement
The
Reporting Persons are also subject to a lock-up agreement. In connection with the Company’s initial public offering of its Ordinary
Shares, the Reporting Persons signed lock-up agreements which, subject to certain exceptions, prevent them from selling or otherwise
disposing of any of our shares, or any securities convertible into or exercisable or exchangeable for shares for a period of not less
than 180 days from the date on which the trading of the Ordinary Shares on the NASDAQ Stock Exchange commenced, without the prior written
consent of the underwriters (the “Lock-Up Agreement”). A copy of the form of such agreement is attached as Exhibit
99.2 and is incorporated by reference herein. The summary of the Lock-Up Agreement contained herein is qualified in its entirety by reference
to the full text of such agreement, the form of which was filed by the Company as Exhibit 4.2 to the Form 6-K filed on February 26, 2020
(and is incorporated by reference herein as Exhibit 99.2).
Gift
Deed
The
information set forth in Item 3 with regards to a gift deed on August 3, 2020 is hereby incorporated by reference into this Item 6 hereunder,
as applicable. A copy of such gift deed is attached as Exhibit 99.3 and is incorporated by reference herein.
To
the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the persons
named in Item 2 with respect to any securities of the Company, except as described herein.
CUSIP
Number: G9897X107
Item
7. Material to Be Filed as Exhibits.
CUSIP
Number: G9897X107
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: May 21, 2021
|
|
Weiguang
Yang
|
|
|
|
|
|
|
By:
|
/s/
Weiguang Yang
|
|
|
|
|
|
|
More
Healthy Holding Ltd.
|
|
|
|
|
|
|
By:
|
/s/
Weiguang Yang
|
|
|
|
Name:
Weiguang Yang
|
|
|
|
Title:
Sole Shareholder
|
|
|
*
|
The
Reporting Persons disclaim beneficial ownership of the Ordinary Shares except to the extent of their pecuniary interest therein.
|
8