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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Zhongchao Inc. (Name of Issuer) |
Class A Ordinary Shares, par value$ 0.744 per share (Title of Class of Securities) |
(CUSIP Number) |
Weiguang Yang Room 2504, OOCL Tower, 841 Yan'an Middle Road, Jing'An District Shanghai, F4, 200040 021-32205987 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
More Healthy Holdings Limited | ||||||||
| 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)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,700,739.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
70.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Yang Weiguang | ||||||||
| 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)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,707,461.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value$ 0.744 per share | |
| (b) | Name of Issuer:
Zhongchao Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Room 2504, OOCL Tower, 841 Yan'an Middle Road, Jing'An District, Shanghai,
CHINA
, 200040. | |
Item 1 Comment:
This amendment No. 3 (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, as amended (the "Schedule 13D"). This Amendment is being filed on behalf of More 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 of the Company. 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 increased 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 2. | Identity and Background | |
| (a) | Item 2(a) and (b) of the Schedule 13D is amended and supplemented as follows: The names of the persons filing this Statement are: i. Yang; and ii. More Healthy. | |
| (b) | The principal business address of Yang is c/o Zhongchao Inc., Room 2504, OOCL Tower, 841 Yan'an Middle Road, Jing'An District, Shanghai, China 200040. The principal office address for More Healthy is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is amended and supplemented by adding the following: On July 21, 2026, the Company allotted and issued 2,500,000 Class A Ordinary Shares, and 200,000 Class B Ordinary Shares, to More Healthy, a company limited by shares incorporated under the laws of British Virgin Islands and holding vehicle of Mr. Weiguang Yang, the founder, Chief Executive Officer and Chairman of the Board of Directors of the Company. This issuance was in consideration and acknowledgement of Mr. Weiguang Yang's services rendered to the Company in a central role in the Company's strategic direction, long-term vision and stewardship. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is amended and supplemented by adding the following: On July 21, 2026, the Company allotted and issued 2,500,000 Class A Ordinary Shares, and 200,000 Class B Ordinary Shares, to More Healthy, a company limited by shares incorporated under the laws of British Virgin Islands and holding vehicle of Mr. Weiguang Yang, the founder, Chief Executive Officer and Chairman of the Board of Directors of the Company. This issuance was in consideration and acknowledgement of Mr. Weiguang Yang's services rendered to the Company in a central role in the Company's strategic direction, long-term vision and stewardship. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses to Rows 1-4 and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (b) | The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (d) | The responses to Items 1-4, 5(a) above, and 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement, dated May 21, 2021. (incorporated by reference from Exhibit 99.1 to Schedule 13D/A filed by the Reporting Persons on May 21, 2021)
Exhibit 99.2 Form of Lock Up Agreement (incorporated by reference to Exhibit 4.2 to the Report on Form 6-K filed by the Company with the SEC on February 26, 2020.)
Exhibit 99.3 Gift Deed, dated August 3, 2020 (incorporated by reference from Exhibit 99.3 to Schedule 13D/A filed by the Reporting Persons on May 21, 2021)
Exhibit 99.4 2025 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (File No. 333-289791) filed by the Company with the SEC on August 22, 2025.)
Exhibit 99.5 Restricted Share Agreement dated August 25, 2025, by and between the Company and Weiguang Yang (incorporated by reference from Exhibit 99.5 to Schedule 13D/A filed by the Reporting Persons on August 27, 2025) | ||
| 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.
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