Asfiled with the Securities and Exchange Commission on July 24, 2025

RegistrationNo. 333-[__]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDERTHE SECURITIES ACT OF 1933

HEARTCOREENTERPRISES, INC.

(Exactname of registrant as specified in its charter)

1-2-33,Higashigotanda, Shinagawa-ku, Tokyo, Japan 141-0022

+81-3-6409-6966

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mr.Sumitaka Yamamoto

ChiefExecutive Officer

1-2-33,Higashigotanda, Shinagawa-ku, Tokyo, Japan 141-0022

+81-3-6409-6966

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box: ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the commission, acting pursuant to section 8(a) may determine.

Theinformation in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell thesesecurities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

HeartCoreEnterprises, Inc.

Resaleof up to 60,556,785 Shares of Common Stock

Thisprospectus relates to the resale by the selling stockholder named in this prospectus of:

(i)the offer and resale of up to 54,230,876 shares of our common stock by Crom Structured Opportunities Fund I, LP (the “Selling Stockholder”),that we may, in our discretion, elect to issue and sell to the Selling Stockholder, from time to time after the date of this prospectus,pursuant to an Equity Purchase Agreement we entered into with the Selling Stockholder on June 30, 2025 (the “Equity Purchase Agreement”),in which the Selling Stockholder has committed to purchase from us, at our direction, up to an aggregate of $25,000,000 of shares ofour common stock (the “Maximum Commitment Amount”). The 54,230,876 shares being registered pursuant to the Equity PurchaseAgreement were determined by assuming a purchase price of $0.460992 per share based on 96% of the closing price of the Company’scommon stock on the Nasdaq Stock Market on July 21, 2025. See the section titled “Prospectus Summary – Equity PurchaseAgreement” for a description of the Equity Purchase Agreement;

(ii)485,437 shares of our common stock issued to the Selling Stockholder as commitment shares (the “ELOC Commitment Shares”)in connection with the Equity Purchase Agreement;

(iii)up to 5,090,472 shares of our common stock issuable upon the conversion of 2,000 shares of the Company’s Series A ConvertiblePreferred Stock issued to the Selling Stockholder pursuant to a Securities Purchase Agreement we entered into with the Selling Stockholderon June 30, 2025 (the “Securities Purchase Agreement”). The 5,090,472 shares being registered for the conversion ofthe Series A Convertible Preferred Stock were determined by assuming a conversion price of $0.43218 per share based on 90% of the closingprice of the Company’s common stock on the Nasdaq Stock Market on July 21, 2025.

Seethe section titled “Prospectus Summary – Securities Purchase Agreement” for a description of the SecuritiesPurchase Agreement; and

(iv)750,000 shares of our common stock issued to the Selling Stockholder as commitment shares under the Securities Purchase Agreement (the“SPA Commitment Shares”).

Theshares of our common stock may be sold publicly or through private transactions by the Selling Stockholder at prevailing market pricesor at negotiated prices at the times of sale. The shares of common stock may be offered by the Selling Stockholder to or through underwriters,dealers or other agents, directly to investors or through any other manner permitted by law, on a continued or delayed basis. The SellingStockholder may be deemed an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. Weprovide more information about how the Selling Stockholder may sell or otherwise dispose of the shares of common stock in the sectionentitled “Plan of Distribution” beginning on page 23 of this prospectus.

Weare not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the SellingStockholder. However, we may receive up to $25,000,000.00 in aggregate gross proceeds from the Selling Stockholder under the Equity PurchaseAgreement. The registration of the securities covered by this prospectus does not necessarily mean that any of these securities willbe offered or sold by the Selling Stockholder. The timing and amount of any sale is within the Selling Stockholder’s sole discretion,subject to certain restrictions. To the extent that the Selling Stockholder resells any securities, the Selling Stockholder may be requiredto provide you with this prospectus identifying and containing specific information about the Selling Stockholder and the terms of thesecurities being offered.

Weare an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “SecuritiesAct”), and are subject to reduced public company reporting requirements. This prospectus complies with the requirements that applyto an issuer that is an emerging growth company.

Ourcommon stock is listed on the Nasdaq Capital Market under the symbol “HTCR”. On July 21, 2025, the closing price of our commonstock was $0.4802.

Wewill bear all costs, expenses and fees in connection with the registration of the shares of common stock. The Selling Stockholder willbear all commissions and discounts, if any, attributable to their sales of the shares of common stock.

Ourbusiness and investment in our common stock involve significant risks. These risks are described in the section titled “Risk Factors”beginning on page 14 of this prospectus.

Neitherthe Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thedate of this prospectus is _________, 2025.

TABLEOF CONTENTS

ABOUTTHIS PROSPECTUS

Theregistration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC,includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the relatedexhibits filed with the SEC before making your investment decision.

Unlessthe context otherwise requires, references in this prospectus to “HeartCore,” “the Company,” “we,”“us” and “our” refer to HeartCore Enterprises, Inc. and our subsidiaries. Solely for convenience, trademarksand tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended toindicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner willnot assert its rights, to these trademarks and tradenames.

PROSPECTUSSUMMARY

Thissummary highlights information contained in other parts of this prospectus or information incorporated by reference into this prospectusfrom our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus entitled “InformationIncorporated by Reference.” Because it is only a summary, it does not contain all of the information that you should consider beforepurchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailedinformation appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registrationstatement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the “RiskFactors” and our financial statements and the related notes incorporated by reference into this prospectus, before purchasing oursecurities in this offering. Unless the context requires otherwise, references in this prospectus to “HeartCore,” “Company,”“we,” “us” or “our” refer to HeartCore Enterprises, Inc., a Delaware corporation and its subsidiaries.

BusinessOverview

Weare a leading software development company based in Tokyo, Japan. We provide software through two business units. The first businessunit, our CX division, includes a customer experience management business (the “CXM Platform”) that has been in existencefor over 15 years. Our CXM Platform includes marketing, sales, service and content management systems, as well as other tools and integrations,that enable companies to attract and engage customers throughout the customer experience. We also provide education, services and supportto help customers be successful with our CXM Platform.

Thesecond business unit, our DX division, is a digital transformation business which provides customers with robotics process automation,process mining and task mining to accelerate the digital transformation of enterprises. We also have an ongoing technology innovationteam to develop software that supports the narrow needs of large enterprise customers.

During2022, we started the GO IPO business, which supports Japanese companies listing on Nasdaq and NYSE in the United States. As of July 21,2025, we have entered into consulting agreements with 16  companies to assist them in their IPO process, whereby we are entitledto receive from each company a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition rights to purchase1% to 4% of the fully-diluted share capital of such companies that is exercisable on certain dates at an exercise price of $0.01 or JPY1per share.

Wewere incorporated in the State of Delaware on May 18, 2021. We conduct business activities principally through our wholly owned subsidiary,HeartCore Co. Ltd. (“HeartCore Japan”), which was established in Japan by Sumitaka Yamamoto, our Chairman of Board, ChiefExecutive Officer and President and a significant stockholder of the Company, in 2009.

OnSeptember 6, 2022, the Company entered into a share exchange and purchase agreement to acquire 51% of the outstanding shares of Sigmaways,Inc. (“Sigmaways”), a company incorporated under the laws of the State of California, and its wholly owned subsidiaries.Sigmaways and its wholly owned subsidiaries are engaged in the business of developing and sales of software in the United States. Theacquisition closed on February 1, 2023.

Inthe first quarter of 2023, we formed HeartCore Financial, Inc. (“HeartCore Financial”) in the U.S. as part of our Go IPOconsulting business. In the fourth quarter of 2023, we formed HeartCore Luvina Vietnam Company (“HeartCore Luvina”) in Vietnam,which is engaged in the business of software development.

InApril 2024, HeartCore Financial incorporated a branch office, HeartCore Financial, Inc. – Japan Branch Office, in Japan.

EquityPurchase Agreement

OnJune 30, 2025, Company and Crom Structured OpportunitiesFund I, LP (the “Selling Stockholder”), an accredited investor, entered into an Equity Purchase Agreement (the “EquityPurchase Agreement”), pursuant to which the Company has the right, but not the obligation, to direct the SellingStockholder, at any time and from time to time during the Commitment Period (as hereinafter defined) as provided in the EquityPurchase Agreement, to purchase up to $25,000,000 (the “Maximum Commitment Amount”) in aggregate gross purchase price ofnewly issued fully paid shares of the Company’s common stock, par value $0.0001 (the “Advance Shares”). The “CommitmentPeriod” means, subject to the terms and conditions of the Equity Purchase Agreement, the period commencing on June 30, 2025 andending on the earlier of (i) the date on which the Selling Stockholder shall have purchasedAdvance Shares equal to the Maximum Commitment Amount, (ii) June 30, 2027, (iii) written notice of termination by the Company to theSelling Stockholder, (iv) the ELOC Registration Statement (as hereinafter defined) is nolonger effective after the initial effective date of the ELOC Registration Statement, (v) the date that the Company commences a voluntarybankruptcy case, a bankruptcy proceeding is commenced against the Company, a custodian is appointed for the Company or for all or substantiallyall of its property, or the Company makes a general assignment for the benefit of its creditors, or (vi) the date on which the EquityPurchase Agreement is terminated by mutual written consent of the Company and the Selling Stockholder.

Underthe terms and subject to the conditions of the Equity Purchase Agreement, the Company has the right, but not the obligation, to directthe Selling Stockholder, by its delivery to the SellingStockholder of a notice (the “Advance Notice”) from time to time, to purchase Advance Shares (i) in a minimum amountnot less than $25,000, calculated based on 96% of the volume-weighted average price (“VWAP”) of the Company’s commonstock on the trading day immediately preceding the date during the Commitment Period that an Advance Notice is deemed delivered (the“Advance Date”), and (ii) in a maximum amount up to the lesser of (a) $500,000, or (b) 50% of the average daily trading valueof the common stock during the seven trading days immediately preceding the respective Advance Date (excluding the single highest volumetrading day and the single lowest volume trading day from such calculation) multiplied by the lowest VWAP of the common stock duringthe seven trading days immediately preceding the respective Advance Date (each, an “Advance”). Each Advance is subject toadjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transactionas provided in the Equity Purchase Agreement.

Thenumber of Advance Shares then to be purchased by the Selling Stockholder may not exceedthe number of such shares that, when aggregated with all other shares of common stock then owned by the SellingStockholder beneficially or deemed beneficially owned by the Selling Stockholder,would result in the Selling Stockholder owning more than 4.99% of the number of shares ofcommon stock outstanding immediately after giving effect to the issuance of shares of common stock issuable pursuant to an Advance Notice.

TheEquity Purchase Agreement further provides that the Company may not issue or sell to the SellingStockholder any Advance Shares under the Equity Purchase Agreement in excess of 19.99% of the Company’s issued and outstandingcommon stock on June 30, 2025, until stockholder approval satisfying the requirements of Nasdaq Stock Market (“Nasdaq”)Rule 5635(d) has been obtained and is in effect. The Company obtained this stockholder approval on June 30, 2025.

TheCompany has also agreed to pay the Selling Stockholder a commitment fee equal to $250,000worth of shares of common stock (“ELOC Commitment Shares”), with the number of ELOC Commitment Shares was issued based onthe Nasdaq official closing price of the common stock on June 27, 2025, the trading day immediately prior to the effective date of theEquity Purchase Agreement, in consideration for the Selling Stockholder ‘s entry intothe Equity Purchase Agreement.

Pursuantto the terms of the Equity Purchase Agreement, the Company agreed that it will not without the prior written consent of the SellingStockholder, enter into an “Equity Line of Credit” or a “Variable Rate Transaction,” as such terms aredefined in the Equity Purchase Agreement. The Selling Stockholder agreed not to engage inany short sale or hedging transactions with respect to the common stock during the term of the Equity Purchase Agreement. The Companymay terminate the Equity Purchase Agreement at any time by written notice to the Selling Stockholderat least five trading days in advance; provided that there are no outstanding Advance Notices. The Company and the SellingStockholder may also terminate the Equity Purchase Agreement at any time by mutual written consent. In addition, the Equity PurchaseAgreement will automatically terminate at the end of the Commitment Period.

Pursuantto the terms of the Equity Purchase Agreement, the Company agreed that it would also comply with the ELOC Registration Rights Agreement(as hereinafter defined) with respect to the filing and effectiveness deadlines of the ELOC Registration Statement in accordance withthe terms of the ELOC Registration Rights Agreement.

TheCompany will not issue or sell any shares of common stock to the Selling Stockholder pursuantto the Equity Purchase Agreement, except for the ELOC Commitment Shares, until and unless the ELOC Registration Statement has been declaredeffective by the Securities and Exchange Commission (the “SEC”).

TheEquity Purchase Agreement also contains customary representations, warranties, indemnification provisions and closing conditions. Therepresentations, warranties and covenants contained in the Equity Purchase Agreement were made only for purposes of the Equity PurchaseAgreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain importantlimitations.

ELOCRegistration Rights Agreement

Inconnection with the execution of the Equity Purchase Agreement, the Company and the Selling Stockholderentered into a Registration Rights Agreement dated June 30, 2025 (the “ELOC Registration Rights Agreement”), pursuantto which the Company agreed to use its commercially reasonable efforts to prepare and file within 30 calendar days from the date of theEquity Purchase Agreement, an initial registration statement covering the resale of all of the shares of common stock which the SellingStockholder may acquire (including the Advance Shares and the Commitment Shares) pursuant to the Equity Purchase Agreement (the“ELOC Registration Statement”). The Company has also agreed to have the ELOC Registration Statement declared effective bythe SEC within 90 days from June 30, 2025.

SecuritiesPurchase Agreement

Inaddition to the Equity Purchase Agreement, on June 30, 2025, the Company and the Selling Stockholder executeda Securities Purchase Agreement (the “Securities Purchase Agreement”). According to the terms of the Securities PurchaseAgreement, the Company agreed to issue to the Selling Stockholder, and the SellingStockholder agreed to purchase from the Company, 2,000 shares of the Company’s Series A Convertible Preferred Stock at apurchase price equal to $1,000 per share ($2,000,000 in the aggregate), with each such share of Series A Convertible Preferred Stockhaving a stated value of $1,100. The sale of the shares of Series A Convertible Preferred Stock closed on June 30, 2025 (the “Closing”).

Inconnection with executing the Securities Purchase Agreement, for no additional consideration, at Closing, the Company issued to the SellingStockholder 750,000 shares of common stock (the “SPA Commitment Shares”).

TheSelling Stockholder has the right at any time (subject to certain ownership limitations)to convert all or any portion of the then Series A Convertible Preferred Stock into shares of common stock (the “Conversion Shares”).For additional information regarding the conversion terms of the Series A Convertible Preferred Stock, please see “SeriesA Convertible Preferred Stock” beginning on page 8 of this prospectus.

Pursuantto the Securities Purchase Agreement, the Company will, at all times, reserve from its authorized and unissued shares of common stock,two times such number of shares of common stock as shall from time to time be sufficient to effectuate the conversion of all outstandingshares of Series A Convertible Preferred Stock.

TheSecurities Purchase Agreement also contains customary representations, warranties, indemnification provisions and closing conditions.The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of the SecuritiesPurchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certainimportant limitations.

SPARegistration Rights Agreement

Inconnection with the execution of the Securities Purchase Agreement, the Company and the SellingStockholder entered into a registration rights agreement (the “SPA Registration Rights Agreement”), pursuant to whichthe Company agreed to file, within 30 calendar days from the date of the Securities Purchase Agreement, an initial registration statementcovering the resale of all of the Conversion Shares and SPA Commitment Shares. The Company has also agreed to have such registrationstatement declared effective by the SEC within 90 days from June 30, 2025.

RecentDevelopments

Changein Controlled Company Status and Board Committee Formation

Inthe first quarter of 2025, the Company announced that its Board of Directors (the “Board”) had formed a Compensation Committeeand a Nominating and Corporate Governance Committee. The Compensation Committee is comprised of three independent directors: FerdinandGroenewald, Heather Neville (Chair) and Koji Sato. The Nominating and Corporate Governance Committee is comprised of three independentdirectors: Ferdinand Groenewald, Heather Neville and Koji Sato (Chair).

Inexchange for their service on the Compensation Committee, the Chair of the Compensation Committee will receive an additional $7,000 annually,and the other Compensation Committee members will receive an additional $4,000 annually.

Inexchange for their service on the Nominating and Corporate Governance Committee, the Chair of the Nominating and Corporate GovernanceCommittee will receive an additional $6,000 annually, and the other Nominating and Corporate Governance Committee members will receivean additional $3,000 annually.

Uponinitially listing with the Nasdaq Capital Market, the Company qualified as a “controlled company” because more than 50% ofthe voting power for the election of directors was held by Mr. Yamamoto. As a result of certain sales under the Company’s previouslyannounced at-the-market offering, Mr. Yamamoto no longer holds more than 50% of the voting power for the election of directors and therefore,the Company no longer qualifies as a controlled company. As a result, the Company is required, subject to phase-in rules, to comply withNasdaq requirements that:

● amajority of the Board consist of independent directors as defined by Nasdaq’s applicable rules and regulations;

● thecompensation of the Company’s executive officers be determined, or recommended to the Board for determination, by independent directorsconstituting a majority of the independent directors of the Board in a vote in which only independent directors participate or by a compensationcommittee comprised solely of independent directors; and

● directornominees be selected, or recommended to the Board for selection, by independent directors constituting a majority of the independentdirectors of the Board in a vote in which only independent directors participate or by a nomination committee comprised solely of independentdirectors.

TheCompany previously availed itself of certain of the controlled company exemptions. More specifically, the Company did not have a compensationcommittee or a nominating and corporate governance committee.

Weno longer qualify as a controlled company and accordingly, we have formed a Compensation Committee and a Nominating and Corporate GovernanceCommittee; however, we currently utilize and presently intend to continue to utilize, the exemption relating to a majority independentBoard. Pursuant to Nasdaq’s phase-in rules, we have a period of one year from the date on which we ceased to be a controlled companyto comply with the majority independent Board requirement.

Threeof six members of the Company’s Board are independent directors within the meaning of Nasdaq Capital Market rules: Ferdinand Groenewald,Heather Neville, and Koji Sato.

NasdaqNotices Regarding Minimum Bid Price Requirement and Stockholder’s Equity

MinimumBid Price Notice

OnMay 6, 2025, the Company received written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualification Department(the “Nasdaq Staff”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forthin Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market.The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on the NasdaqCapital Market under the symbol “HTCR,” and the Company is currently monitoring the closing bid price of its common stockand evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule.

TheNasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid pricefor the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Companywill be provided 180 calendar days, or until November 3, 2025, in which to regain compliance. If at any time during this period the closingbid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Nasdaq Staffwill provide the Company with written confirmation of compliance and the matter will be closed.

Alternatively,if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, but meets thecontinued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listingon the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention tocure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be grantedan additional 180 calendar days to regain compliance with Rule 5550(a)(2).

Therecan be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliancewith the other listing requirements. The Company is considering actions that it may take in response to the Bid Price Notice in orderto regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.

Stockholder’sEquity Notice

OnMay 24, 2025, the Company received written notice (the “Stockholders’ Equity Notice”) from the Nasdaq Staff indicatingthat the Company is not in compliance with the $2,500,000 minimum stockholders’ equity requirement set forth in Nasdaq ListingRule 5550(b) (the “Minimum Stockholders’ Equity Requirement”) for continued listing on the Nasdaq Capital Market. Additionally,the Nasdaq Staff noted that the Company does not meet the alternatives of market value of listed securities or net income from continuingoperations as of May 23, 2025.

UnderNasdaq rules, the Company had 45 calendar days (or until July 8, 2025) to submit a plan to regain compliance, which the Company did.On July 11, 2025, the Nasdaq Staff notified the Company that it had granted the Company an extension until September 30,2025, to regain compliance with the Minimum Stockholders’ Equity Requirement. Pursuant to the terms of the extension, onor before September 30, 2025, the Company must complete the transactions pursuant to the Equity Purchase Agreement and Securities PurchaseAgreement and evidence compliance with the Minimum Stockholders’ Equity Requirement as indicated in the Nasdaq Staff’snotification.

Thenotification of noncompliance had no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq CapitalMarket under the symbol “HTCR.” There can be no assurance that the Company will be able to regain compliance with the MinimumStockholders’ Equity Requirement, even if it maintains compliance with the other listing requirements.

Consultingand Services Agreement with tmsuk Co. Ltd.

OnMay 30, 2025 (the “tmsuk Effective Date”), the Company entered into a Consulting and Services Agreement (the “tmsukConsulting Agreement”) by and between the Company and tmsuk Co., Ltd., a Japanese corporation (“tmsuk”). Pursuantto the terms of the tmsuk Consulting Agreement, the Company agreed to provide tmsuk certain services, including the following (collectively,the “tmsuk Services”):

(i)Assistance with the introduction, for a law firm, underwriter and auditing firm for tmsuk,with tmsuk making their selections, at their sole discretion;

(ii) Assistingin the preparation of documentation for internal controls required for an initial public offering or de-SPAC or other Fundamental Transaction(as defined in the tmsuk Warrant) by tmsuk;

(iii) Providingsupport services to remove problematic accounting accounts upon listing;

(iv) Translationof requested documents into English;

(v) Attendand, if requested by tmsuk, lead, meetings with tmsuk’s management and employees;

(vi) Providetmsuk with support services related to tmsuk’s NASDAQ listing;

(vii) Conversionof accounting data from Japanese standards to U.S. GAAP;

(viii)Assist in the preparation of S-1 or F-1 filings;

(ix)Creation of English web page; and

(x) Preparingan investor presentation/deck and executive summary of tmsuk’s operations.

Inproviding the tmsuk Services, the Company will not render legal advice or perform accounting services, and will not act as an investmentadvisor or broker/dealer. Pursuant to the terms of the tmsuk Consulting Agreement, the parties agreed that the Company will not providethe following services, among others: negotiation for the sale of tmsuk’s securities; participation in discussions between tmsukand potential investors; assisting in structuring any transactions involving the sale of tmsuk’s securities; pre-screening of potentialinvestors; due diligence activities; nor providing advice relating to valuation of or financial advisability of any investments in tmsuk;or handling any funds or securities on behalf of tmsuk.

Pursuantto the terms of the tmsuk Consulting Agreement, tmsuk agreed to compensate the Company as follows in return for the provision of thetmsuk Services during the nine-month term:

(a) $500,000,to be paid as follows: (i) $200,000 on the tmsuk Effective Date; (ii) $150,000 on the three-month anniversary of the tmsuk EffectiveDate; and (iii) $150,000 on the six-month anniversary of the tmsuk Effective Date; and

(b) Issuanceby tmsuk to the Company of a warrant (the “tmsuk Warrant”), deemed fully earned and vested as of the tmsuk Effective Date,to acquire a number of shares of capital stock of tmsuk, to initially be equal to 3% of the fully diluted share capital of tmsuk as ofthe tmsuk Effective Date, subject to adjustment as set forth in the tmsuk Consulting Agreement and the tmsuk Warrant.

Issuanceby tmsuk of the tmsuk Warrant may be subject to the approval of tmsuk’s stockholders, and in such case, the tmsuk Warrant willnot be issued unless and until stockholder approval is obtained. In the event that tmsuk stockholder approval is not obtained, and thetmsuk Warrant is not issued, on or before the 90^th day following the tmsuk Effective Date, the parties agreed to reasonablycooperate to come to mutual agreement on an alternate method to provide to the Company the same value and rights as would have been providedpursuant to the tmsuk Warrant.

Inthe event that the term of the tmsuk Consulting Agreement is extended beyond the initial nine-month term, tmsuk agreed to compensatethe Company for tmsuk Services provided at the rate of $150 per hour, based on the hours spent by personnel of the Company providingthe tmsuk Services.

The tmsuk Consulting Agreement may be terminated atany time by either party upon notice to the other party.

OEMSales Agreement

OnJune 23, 2025, HeartCore Co., Ltd. (“HeartCore Japan”), a wholly owned subsidiary of the Company, entered into anOEM Sales Agreement (the “Silver Egg Agreement”) by and between HeartCore Japan and Silver Egg Technology CO. Ltd.(“Silver Egg”). Pursuant to the terms of the Silver Egg Agreement, Silver Egg agreed to provide to HeartCore Japanits AI recommendation service, “Aigent Recommender,” developed by Silver Egg (the “Services”). The specific termsand conditions for the provision of the Services will be determined in individual agreements. The Silver Egg Agreement will serve asthe basic agreement and will apply to all individual agreements between HeartCore Japan and Silver Egg during the term of theSilver Egg Agreement, and such individual agreements will constitute a part of the Silver Egg Agreement.

Theterm of the Silver Egg Agreement is two years. Unless either party notifies the other in writing at least six months prior to the expirationof the term, the Silver Egg Agreement will automatically renew for additional two year periods. Notwithstanding the foregoing, if eitherparty wishes to terminate the Silver Egg Agreement during the term, both parties must agree in writing. The term of each individual contractpursuant to the Silver Egg Agreement will commence on the date of the individual contract and will continue until the last day of themonth in which 12 months have elapsed from the start date of the use of the Services. However, unless HeartCore Japan or SilverEgg gives written notice to the other party at least 30 days prior to the expiration of the term, the individual contract will be automaticallyrenewed for an additional 12-month periods.

Pursuantto the terms of the individual agreement for the first year (through June 30, 2026) and for the second year (from July 1, 2026 to June30, 2027), when HeartCore Japan achieves the target number of contracts (20), the monthly service fees to be paid by HeartCoreJapan to Silver Egg will be as follows:

IfHeartCore Japan does not achieve the target number of contracts by June 30, 2026, the monthly service fees to be paid by HeartCoreJapan to Silver Egg for the second year (from July 1, 2026 to June 30, 2027) will be as follows:

ShareholderApproval of Securities Issuances and Stock Split

OnJune 30, 2025, the holders of an aggregate of 13,147,393 shares of the Company’s common stock, representing approximately 60% ofthe overall voting power of the Company, executed a written consent in lieu of a meeting pursuant to which it approved (i) the issuanceof a number of shares of the Company’s common stock in excess of 20% of the issued and outstanding shares of common stock as ofthe date of the execution of the Equity Purchase Agreement and the Securities Purchase Agreement, and the issuance of all shares of commonstock pursuant to the Equity Purchase Agreement and the Securities Purchase Agreement, or on conversion of the Series A Convertible PreferredStock (the “20% Issuance”), (ii) a reverse stock split of the Company’s common stock, at a ratio of no less than 1-for-2and no more than 1-for-30, with such ratio to be determined at the sole discretion of the Board of Directors, and with any fractionalshares of common stock resulting therefrom being rounded up to the nearest whole share of common stock (the “Reverse Stock Split”),and (iii) a form of amendment to the Company’s Certificate of Incorporation to effectuate the Reverse Stock Split (the “ReverseStock Split Amendment” and collectively with the 20% Issuance and the Reverse Stock Split, the “Actions”).

Pursuantto rules adopted by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an Information Statementon Schedule 14C (the “Information Statement”) describing the Actions will be filed with the SEC and mailed to the Company’sstockholders. None of the Actions may become effective earlier than 20 calendar days following the mailing of the Information Statement.

SeriesA Convertible Preferred Stock

OnJune 30, 2025, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible PreferredStock (“Certificate of Designations”) with the Secretary of State of the State of Delaware. The number of shares of SeriesA Convertible Preferred Stock designated is 2,000 and each share of Series A Convertible Preferred Stock has a stated value equal to$1,100 (the “Stated Value”).

TheSeries A Convertible Preferred Stock have no voting rights. However, as long as any shares of Series A Convertible Preferred Stock areoutstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the SeriesA Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Convertible PreferredStock or alter or amend the Certificate of Designations, (b) increase the number of authorized shares of Series A Convertible PreferredStock, or (c) enter into any agreement with respect to any of the foregoing.

Uponany liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (asdefined in the Certificate of Designations), a holder of Series A Convertible Preferred Stock (“Holder”) will receive anamount per share equal to the greater of (i) the Stated Value plus all accrued and unpaid Dividends thereon or (ii) the amount that suchHolder would receive if such Holder converted all of its shares of Series A Convertible Preferred Stock into common stock immediatelyprior to such liquidation, dissolution or winding up. If, upon any such liquidation, dissolution or winding up, the assets and fundsavailable for distribution among the Holders of the Series A Convertible Preferred Stock will be insufficient to permit the payment tosuch Holders of the full preferential amount aforesaid, then the entire assets and funds of the Company legally available for distributionwill be distributed ratably among the Holders of the Series A Convertible Preferred Stock in proportion to the amount that each suchHolder is entitled to receive.

Theconversion price in effect on any conversion date will be equal to 90% of the average of the two lowest volume-weighted average prices(the “VWAP”) of the common stock on the Nasdaq Stock Market (or such other national securities exchange on which the commonstock is then listed) for the five Trading Days immediately preceding the date of the conversion notice delivered by the Holder of SeriesA Preferred Stock (the “Conversion Notice Date”), with such VWAP and resulting Conversion Price being subject to equitableadjustments for any stock splits or combinations occurring with respect to the common stock during such measurement period.

Eachholder will be entitled to receive dividends of 10% per annum on the Stated Value of each share of Preferred Stock.

Consultingand Services Agreement with Cipher Core Co., Ltd.

OnJune 30, 2025, the Company entered into a Consulting and Services Agreement (the “Consulting Agreement”) with Cipher CoreCo., Ltd. (“Cipher Core”). As compensation for its services under the Consulting Agreement, Cipher Core will pay the Companyan aggregate of $500,000 in fees, and issue to the Company a warrant to acquire 3% of Cipher Core’s capital stock, on a fully dilutedbasis. The number of warrant shares, which is fully earned, vested, and non-returnable,may be subject to adjustments.

Aspart of the Consulting Agreement, the Company agreed to assist Cipher Core in its efforts to go public and list on the Nasdaq Stock Market(“Nasdaq”). Under the Consulting Agreement, the Company will assist Cipher Core with:

Inproviding the services under the Consulting Agreement, the Company will not render legal advice or perform accounting services, and willnot act as an investment advisor or broker/dealer. Pursuant to the terms of the Consulting Agreement, the parties agreed that the Companywill not provide the following services, among others: negotiation for the sale of Cipher Core’s securities; participation in discussionsbetween Cipher Core and potential investors; assisting in structuring any transactions involving the sale of Cipher Core’s securities;pre-screening of potential investors; due diligence activities; nor providing advice relating to valuation of or financial advisabilityof any investments in Cipher Core; or handling any funds or securities on behalf of Cipher Core.

RisksRelating to Our Business and this Offering

Ourbusiness and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decideto buy our common stock. In particular, you should consider the risks discussed in detail in the section entitled “Risk Factors”including but not limited to:

RisksRelated to Our Business

● Ourindustry and the markets in which we operate are highly competitive and increased competitive pressures could reduce our share of themarkets we serve and adversely affect our business, financial position, results of operations and cash flows;

● Weare a holding company and depend upon our subsidiary for our cash flows;

● Wemay require additional funding for our growth plans, and such funding may result in a dilution of your investment;

● TheCompany’s payment of cash dividends from additional paid-in capital may expose the Company to potential liabilities arising outof state and federal fraudulent conveyance laws and legal distribution requirements.

● Ifthe voting power of our capital stock continues to be highly concentrated, it may prevent you and other minority stockholders from influencingsignificant corporate decisions and may result in conflicts of interest;

● Weare dependent upon customer renewals, the addition of new customers, increased revenue from existing customers and the continued growthof the market for content management, customer experience management, task and process mining, and robotic process automation;

● Oursubscription renewal rates may decrease, and any decrease could harm our future revenue and operating results;

● Wemay experience quarterly fluctuations in our operating results due to a number of factors, which makes our future results difficult topredict and could cause our operating results to fall below expectations or our guidance;

● Oursubstantial indebtedness could have important adverse consequences and adversely affect our financial condition;

●We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which could have a material adverseeffect on our business, financial condition and results of operations; and

●Despite our level of indebtedness, we and our subsidiary may still be able to incur substantially more debt, including off-balance sheetfinancing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial conditiondescribed above.

RisksRelated to this Offering

● Itis not possible to predict the actual number of shares of common stock, if any, we will sell under the Equity Purchase Agreement to theSelling Stockholder, or the actual gross proceeds resulting from the Equity Purchase Agreement;

● Thesale and issuance of our common stock to the Selling Stockholder will cause dilution to our existing stockholders, and the sale of theshares of our common stock acquired by the Selling Stockholder or the perception that such sales may occur, could cause the price ofour common stock to fall;

● Investorswho buy our common stock from the Selling Stockholder at different times will likely pay different prices;

● TheSelling Stockholder has acquired and may purchase our common stock at a price below the current trading price of the common stock, andmay experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similarrate of return, and additionally this could cause the price of our common stock to decline; and

● Our management team will have broad discretion over the use of the net proceeds from our sale of shares of our common stock to the SellingStockholder, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Implicationsof Being an Emerging Growth Company and a Smaller Reporting Company

Asa company with less than $1.07 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined inthe Jumpstart Our Business Startups Act enacted in 2012 (the “JOBS Act”). As an emerging growth company, we expect to takeadvantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are notlimited to:

● beingpermitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements,with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”disclosure;

● notbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;

● reduceddisclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

● exemptionsfrom the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachutepayments not previously approved.

Inaddition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition periodprovided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new orrevised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards untilthose standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transitionperiod. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revisedaccounting standards.

Wemay use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of our initial publicoffering. However, if certain events occur prior to the end of such five-year period, including if we become a “large acceleratedfiler,” our annual gross revenues exceed $1.07 billion or we issue more than $1.07 billion of non-convertible debt in any three-yearperiod, we will cease to be an emerging growth company prior to the end of such five-year period.

Tothe extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under theSecurities Exchange Act of 1934, as amended, (the “Exchange Act”), after we cease to qualify as an emerging growth company,certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company,including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii)scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, insteadof three years.

CorporateInformation

Wewere incorporated in the State of Delaware on May 18, 2021. We conduct business activities principally through our wholly owned subsidiary,HeartCore Co., a Japanese corporation, which was established in Japan by Sumitaka Yamamoto in 2009. Our principal executive offices arelocated at 1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan. Our website is located at www.heartcore.co.jp and our telephonenumber is (206) 385-0488, ext. 100. Information found on, or accessible through, our website is not a part of, and is not incorporatedinto, this prospectus, and you should not consider it part of the prospectus.

THEOFFERING

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus and the documents incorporated by reference herein contain “forward-looking statements” within the meaning ofthe federal securities laws, which statements are subject to considerable risks and uncertainties. These forward-looking statements areintended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statementsincluded or incorporated by reference in this prospectus, other than statements of historical fact, are forward-looking statements. Youcan identify forward-looking statements by the use of words such as “anticipate,” “believe,” “can,”“continue” “could,” “estimates,” “expect,” “intend,” “may,” “plans,”“potential,” “predicts,” “should,” “will,” or the negative of such terms, or other comparableterminology. Forward-looking statements also include the assumptions underlying or relating to such statements. In particular, forward-lookingstatements included or incorporated by reference in this prospectus relate to, among other things, our future or assumed financial condition,results of operations, liquidity, business forecasts and plans, strategic plans and objectives, competitive environment and our expecteduse of the net proceeds from the Equity Purchase Agreement. We caution you that the foregoing list may not include all of the forward-lookingstatements made in this prospectus.

Ourforward-looking statements are based on our management’s current assumptions and expectations about future events and trends, whichaffect or may affect our business, strategy, operations or financial performance. Although we believe that these forward-looking statementsare based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light ofinformation currently available to us. Our actual financial condition and results could differ materially from those anticipated in theseforward-looking statements as a result of various factors, including those set forth in the section entitled “Risk Factors”beginning on page 14 of this prospectus, as well as in the other reports we file with the SEC. You should read this prospectus with theunderstanding that our actual future results may be materially different from and worse than what we expect.

Moreover,we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our managementto predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which anyfactor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Forward-lookingstatements speak only as of the date they were made, and, except to the extent required by applicable laws or the Nasdaq listing rules,we undertake no obligation to update or review any forward-looking statement because of new information, future events or other factors.

Wequalify all of our forward-looking statements by these cautionary statements.

RISKFACTORS

Investingin our securities involves a high degree of risk. You should consider carefully the additional risks described below, together with allof the other information included or incorporated by reference in this prospectus, including the risks and uncertainties discussed under“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our Quarterly Reporton Form 10-Q for the fiscal quarter ended March 31, 2025, before deciding whether to purchase our securities in this offering. All ofthese risk factors are incorporated herein in their entirety. The risks described below and incorporated by reference are material riskscurrently known, expected or reasonably foreseeable by us. However, the risks described below or that we incorporate by reference arenot the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business,operating results, prospects or financial condition. If any of these risks actually materialize, our business, prospects, financial condition,and results of operations could be seriously harmed. This could cause the trading price of our common stock and the value of the warrantsto decline, resulting in a loss of all or part of your investment.

RisksRelated to this Offering by the Selling Stockholder and Transactions under the Equity Purchase Agreement

Itis not possible to predict the actual number of shares of common stock, if any, we will sell under the Equity Purchase Agreement to theSelling Stockholder, or the actual gross proceeds resulting from the Equity Purchase Agreement.

Pursuantto the Equity Purchase Agreement, the Selling Stockholder has committed to purchase up to the $25 million of our common stock, subjectto certain limitations and conditions set forth in the Equity Purchase Agreement. The shares of our common stock that may be issued underthe Equity Purchase Agreement may be sold by us to the Selling Stockholder at our discretion from time to time during the term of theEquity Purchase Agreement.

Wegenerally have the right to control the timing and amount of any sales of shares of our common stock to the Selling Stockholder underthe Equity Purchase Agreement. Sales of our common stock, if any, to the Selling Stockholder under the Equity Purchase Agreement willdepend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all,some or none of the shares of our common stock that may be available for us to sell to our common stock pursuant to the Equity PurchaseAgreement. Depending on market liquidity at the time, resales of those shares by our common stock may cause the public trading priceof our common stock to decrease.

Becausethe purchase price per share to be paid by the Selling Stockholder for the shares of our common stock that we may elect to sell underthe Equity Purchase Agreement, if any, will fluctuate based on the market prices of our common stock during the term of the Equity PurchaseAgreement, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number ofshares of our common stock that we will sell to the Selling Stockholder under the Equity Purchase Agreement, the purchase price per sharethat the Selling Stockholder will pay for shares purchased from us under the Equity Purchase Agreement, or the aggregate gross proceedsthat we will receive from those purchases by the Selling Stockholder under the Equity Purchase Agreement, if any.

Anyissuance and sale by us under the Equity Purchase Agreement of a substantial amount of shares of our common stock for resale under thisprospectus could cause additional substantial dilution to our stockholders.

Ourinability to access a portion or the full amount available under the Equity Purchase Agreement, in the absence of any other financingsources, could have a material adverse effect on our business.

Thesale and issuance of our common stock to the Selling Stockholder will cause dilution to our existing stockholders, and the sale of theshares of our common stock acquired by the Selling Stockholder or the perception that such sales may occur, could cause the price ofour common stock to fall.

Thepurchase price for the shares that we may sell to our common stock under the Equity Purchase Agreement, as well as the common stock sharesissuable upon conversion of the Series A Convertible Preferred held by the Selling Stockholder, will fluctuate based on the price ofthe shares of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our commonstock to fall. If and when we do sell shares to the Selling Stockholder, after the Selling Stockholder has acquired the shares, the SellingStockholder may resell all, some, or none of those shares at any time or from time to time in its discretion. Similarly, if and whenthe Selling Stockholder converts the Series A Convertible Preferred into shares of our common stock, the Selling Stockholder may resellall, some, or none of those shares at any time or from time to time in its discretion. Therefore, sales to the Selling Stockholder byus could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantialnumber of shares of our common stock to the Selling Stockholder, or the anticipation of such sales, could make it more difficult forus to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Investorswho buy our common stock from the Selling Stockholder at different times will likely pay different prices.

Pursuantto the Equity Purchase Agreement and subject to market demand, we will have discretion to vary the timing, prices, and numbers of sharessold to the Selling Stockholder. If and when we do elect to sell shares of our common stock to the Selling Stockholder pursuant to theEquity Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or noneof such shares at any time or from time to time in its discretion and at different prices. Similarly, if and when the Selling Stockholderconverts the Series A Convertible Preferred into shares of our common stock, the Selling Stockholder may resell all, some, or none ofthose shares at any time or from time to time in its discretion. As a result, investors who purchase shares from the Selling Stockholderin this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilutionand in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in thevalue of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the SellingStockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantialnumber of shares to the Selling Stockholder under the Equity Purchase Agreement, or if investors expect that we will do so, the actualsales of shares or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equityor equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

TheSelling Stockholder has acquired and may purchase our common stock at a price below the current trading price of the common stock, andmay experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similarrate of return, and additionally this could cause the price of our common stock to decline.

Thepurchase price of our common stock sold to the Selling Stockholder under the Equity Purchase Agreement is derived from the market priceof our common stock on Nasdaq. Shares to be sold to the Selling Stockholder pursuant to the Equity Purchase Agreement will be purchasedat a discounted price. The sales price will equal 96% of the lowest VWAP on the trading day immediately preceding the date an advancesnotice is deemed delivered. As a result of this pricing structure, the Selling Stockholder may sell the shares it receives immediatelyafter receipt of the shares, which could cause the price of our common stock to decrease.

Ourmanagement team will have broad discretion over the use of the net proceeds from our sale of shares of our common stock to the SellingStockholder, if any, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Ourmanagement team will have broad discretion as to the use of the net proceeds from our sale of shares of our common stock to the SellingStockholder, if any, and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering.Accordingly, you will be relying on the judgment of our management team with regard to the use of those net proceeds, and you will nothave the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possiblethat, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failureof our management team to use such funds effectively could have a material adverse effect on our business, financial condition, operatingresults and cash flows.

RisksRelated to our Common Stock

Ourfailure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting of our common stock.

Ourshares of common stock are currently listed on Nasdaq. If we fail to satisfy the continued listing requirements of the NasdaqCapital Market, such as the corporate governance requirements, minimum bid price requirement or the minimum stockholders’ equityrequirement, Nasdaq may take steps to delist our common stock. Any delisting would likely have a negative effect on the price of ourcommon stock and would impair stockholders’ ability to sell or purchase their common stock when they wish to do so.

Aspreviously disclosed in the Current Report on Form 8-K we filed on May 13, 2025, on May 6, 2025, the Company received written notice(the “Bid Price Notice”) from the Nasdaq Listing Qualification Department (the “Nasdaq Staff”) indicating thatthe Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “MinimumBid Price Requirement”) for continued listing on the Nasdaq Capital Market. The notification of noncompliance has no immediateeffect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market under the symbol “HTCR,”and the Company is currently monitoring the closing bid price of its common stock and evaluating its alternatives, if appropriate, toresolve the deficiency and regain compliance with this rule.

TheNasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid pricefor the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Companywill be provided 180 calendar days, or until November 3, 2025, in which to regain compliance. If at any time during this period the closingbid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Nasdaq Staffwill provide the Company with written confirmation of compliance and the matter will be closed.

Alternatively,if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, but meets thecontinued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listingon the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention tocure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be grantedan additional 180 calendar days to regain compliance with Rule 5550(a)(2).

Therecan be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliancewith the other listing requirements. The Company is considering actions that it may take in response to the Bid Price Notice in orderto regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.

Aspreviously disclosed in the Current Report on Form 8-K filed on May 27, 2025, on May 24, 2025, the Company received written notice (the“Stockholders’ Equity Notice”) from the Nasdaq Staff indicating that the Company is not in compliance with the $2,500,000minimum stockholders’ equity requirement set forth in Nasdaq Listing Rule 5550(b) (the “Minimum Stockholders’ EquityRequirement”) for continued listing on the Nasdaq Capital Market. Additionally, the Nasdaq Staff noted that the Company does notmeet the alternatives of market value of listed securities or net income from continuing operations as of May 23, 2025.

UnderNasdaq rules, the Company had 45 calendar days (or until July 8, 2025) to submit a plan to regain compliance, which the Company did.On July 11, 2025, the Nasdaq Staff notified the Company that it had granted the Company an extension until September 30,2025, to regain compliance with the Minimum Stockholders’ Equity Requirement. Pursuant to the terms of the extension, on orbefore September 30, 2025, the Company must complete the transactions pursuant to the Equity Purchase Agreement and Securities PurchaseAgreement and evidence compliance with the Minimum Stockholders’ Equity Requirement as indicated in the Nasdaq Staff’s notification.

Thenotification of noncompliance had no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq CapitalMarket under the symbol “HTCR.” There can be no assurance that the Company will be able to regain compliance with the MinimumStockholders’ Equity Requirement, even if it maintains compliance with the other listing requirements.

Inaddition, we cannot assure you our securities will meet the continued listing requirements to be listed on Nasdaq in the future. If Nasdaqdelists our common stock from trading on its exchange, we could face significant material adverse consequences including:

Ifwe fail to maintain compliance with all applicable continued listing requirements for the Nasdaq Capital Market and Nasdaq determinesto delist our common stock, the delisting could adversely affect the market liquidity of our common stock, our ability to obtain financingto repay debt and fund our operations

USEOF PROCEEDS

Weare not selling any shares of common stock in this offering, and we will not receive any proceeds from the sale of shares by the SellingStockholder. However, we may receive up to $25,000,000.00 in aggregate gross proceeds from the Selling Stockholder under the Equity PurchaseAgreement which we plan to use to support software business growth initiatives of the Company.Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regardingthe application of the net proceeds from this Equity Purchase Agreement.

TheSelling Stockholder will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses incurredby such Selling Stockholder in disposing of their securities, and we will bear all other costs, fees and expenses incurred in effectingthe registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaqlisting fees and fees and expenses of our counsel and our independent registered public accountants.

DETERMINATIONOF OFFERING PRICE

Wecannot currently determine the price or prices at which our common stock may be sold by the Selling Stockholder under this prospectus.These sales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price,at varying prices determined at the time of sale, or at negotiated prices.

MARKETPRICE AND DIVIDEND POLICY

Ourcommon stock is listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “HTCR.” On July 21, 2025,the last reported sale price of our common stock was $0.4802 per share. As of the date of this prospectus, 23,310,770 shares of commonstock were issued and outstanding.

Holdersof Record

Asof July 21, 2025, we had approximately 30 holders of record of our common stock. Because many of our shares of common stock are heldby brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders representedby these stockholders of record.

Dividends

OnMarch 29, 2024, the Board of Directors declared a cash dividend of $0.02 per share of the Company’s common stock. The dividendwas paid on May 3, 2024 to stockholders of record as of April 26, 2024, resulting in an aggregate of $417,283 in total dividends paidby the Company.

OnJuly 22, 2024, the Board of Directors declared a cash dividend of $0.02 per share of the Company’s common stock. The dividend waspaid on August 26, 2024 to stockholders of record as of August 19, 2024, resulting in an aggregate of $417,283 in total dividends paidby the Company.

TheCompany may continue to issue quarterly dividends going forward, contingent upon the Board of Directors’ approval, following reviewof the Company’s then-current financial results. Future dividends, if any, may be less than, equal to or greater than recent dividends.

RecentSales of Unregistered Securities

See“Recent Sales of Unregistered Securities” on page II-2 for a description of recent sales of unregistered Securities.

DESCRIPTIONOF SECURITIES

Thefollowing description of the capital stock of the Company is based upon the Company’s certificate of incorporation, the Company’sbylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and isqualified in its entirety by reference to the Company’s certificate of incorporation and the Company’s bylaws, copies ofwhich have been filed with the Securities and Exchange Commission.

AuthorizedCapital Stock

TheCompany is authorized to issue 200,000,000 shares of common stock, par value $0.0001 per share, and 20,000,000 shares of preferred stock,par value $0.0001 per share.

Asof July 21, 2025, there were 23,310,770 shares of common stock issued and outstanding and 2,000 shares of Series A ConvertiblePreferred Stock issued and outstanding. As of such date, there were approximately 30 holders of record of the Company’s commonstock and one holder of record of the Company’s Series A Convertible Preferred Stock.

CommonStock

Theholders of the Company’s common stock are entitled to one vote for each share held on all matters to be voted on by the Company’sstockholders. There shall be no cumulative voting.

Subjectto the rights of holders of preferred stock, the holders of shares of the Company’s common stock are entitled to dividends whenand as declared by the Company’s Board of Directors (the “Board”) from funds legally available therefor if, as andwhen determined by the Board in its sole discretion, subject to provisions of law, and any provision of the Company’s certificateof incorporation, as amended from time to time. In the event of any voluntary or involuntary liquidation, dissolution or winding up ofthe Company’s affairs, the holders of the Company’s common stock will be entitled to share ratably in the net assets legallyavailable for distribution to stockholders after the payment of or provision for all of the Company’s debts and other liabilities.There are no preemptive, conversion or redemption privileges, nor sinking fund provisions with respect to the common stock.

Alloutstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

PreferredStock

General

TheCompany’s certificate of incorporation authorizes the Board to issue up to 20,000,000 shares of preferred stock in one or moreseries, to determine the designations and the powers, preferences and rights and the qualifications, limitations and restrictions thereof,including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rightsand terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series. The Board could, withoutstockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rightsof the holders of common stock and which could have the effect of making it more difficult for a third party to acquire, or of discouraginga third party from attempting to acquire, a majority of the Company’s outstanding voting stock.

SeriesA Convertible Preferred Stock

OnJune 30, 2025, the Company filed a Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible PreferredStock (“Certificate of Designations”) with the Secretary of State of the State of Delaware. The number of shares of SeriesA Convertible Preferred Stock designated is 2,000 and each share of Series A Convertible Preferred Stock has a stated value equal to$1,100 (the “Stated Value”).

TheSeries A Convertible Preferred Stock have no voting rights. However, as long as any shares of Series A Convertible Preferred Stock areoutstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the SeriesA Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Convertible PreferredStock or alter or amend the Certificate of Designations, (b) increase the number of authorized shares of Series A Convertible PreferredStock, or (c) enter into any agreement with respect to any of the foregoing.

Uponany liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (asdefined in the Certificate of Designations), a holder of Series A Convertible Preferred Stock (“Holder”) will receive anamount per share equal to the greater of (i) the Stated Value plus all accrued and unpaid Dividends thereon or (ii) the amount that suchHolder would receive if such Holder converted all of its shares of Series A Convertible Preferred Stock into common stock immediatelyprior to such liquidation, dissolution or winding up. If, upon any such liquidation, dissolution or winding up, the assets and fundsavailable for distribution among the Holders of the Series A Convertible Preferred Stock will be insufficient to permit the payment tosuch Holders of the full preferential amount aforesaid, then the entire assets and funds of the Company legally available for distributionwill be distributed ratably among the Holders of the Series A Convertible Preferred Stock in proportion to the amount that each suchHolder is entitled to receive.

Theconversion price in effect on any conversion date will be equal to 90% of the average of the two lowest volume-weighted average prices(the “VWAP”) of the common stock on the Nasdaq Stock Market (or such other national securities exchange on which the commonstock is then listed) for the five Trading Days immediately preceding the date of the conversion notice delivered by the Holder of SeriesA Preferred Stock (the “Conversion Notice Date”), with such VWAP and resulting Conversion Price being subject to equitableadjustments for any stock splits or combinations occurring with respect to the common stock during such measurement period.

Eachholder will be entitled to receive dividends of 10% per annum on the Stated Value of each share of Preferred Stock.

2021Equity Incentive Plan

TheBoard and the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) on August 6, 2021. Underthe 2021 Plan, 2,400,000 shares of common stock were authorized for issuance to employees, directors and independent contractors (exceptthose performing services in connection with the offer or sale of the Company’s securities in a capital raising transaction, orpromoting or maintaining a market for the Company’s securities) of the Company or its subsidiary. The 2021 Plan authorizes equity-basedand cash-based incentives for participants. To date, the Company has granted (i) options to purchase a total of 1,638,500 sharesof common stock under the 2021 Plan, and (ii) an aggregate of 757,170 restricted stock units under the 2021 Plan.

OnAugust 1, 2023, the Board approved, and proposed for stockholder approval, the 2023 Equity Incentive Plan (the “2023 Plan”).The shareholders approved the 2023 Plan at the Annual Shareholder’s meeting on September 29, 2023. The 2023 Plan provides for variousstock-based incentive awards, including incentive stock options (“ISOs”) and non-qualified stock options (“NQSOs”),stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-basedor cash-based awards. The total number of shares of common stock authorized for issuance under the 2023 Plan is 2,000,000 shares. Todate, the Company has granted an aggregate 69,653 shares of common stock pursuant to the 2023 Plan.

ExclusiveForum Provision

Section21 of the Company’s certificate of incorporation and Section 7.4 of the Company’s bylaws provide that “[u]nless thecorporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative actionor proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting aclaim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shallbe a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established,in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Notwithstandingthe foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchangeof 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.”

Thischoice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputeswith the Company or its directors, officers or other employees, which may discourage such lawsuits against the Company and its directors,officers and employees. Alternatively, a court could find these provisions of the Company’s certificate of incorporation and bylawsto be inapplicable or unenforceable in respect of one or more of the specified types of actions or proceedings, which may require theCompany to incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Company’sbusiness and financial condition.

FeeShifting Provision

Section7.4 of the Company’s bylaws provides that “[i]f any action is brought by any party against another party, relating to orarising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonableattorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action.”

Thebylaws provide that for this section, the term “attorneys’ fees” or “attorneys’ fees and costs” meansthe fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 7.4 of the bylaws, which mayinclude printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and otherpersons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connectionwith the enforcement or collection of any judgment obtained in any such proceeding.

TheCompany adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. The Company intends to apply thefee-shifting provision broadly to all actions except for claims brought under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), and the Securities Act of 1933, as amended (the “Securities Act”).

Thereis no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailingparty is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution ordefense of such action. Any party who brings an action, and the party against whom such action is brought under Section 7.4 of the Company’sbylaws, which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates, legal counsel,expert witnesses, and other parties, are subject to this provision. Additionally, any party who brings an action, and the party againstwhom such action is brought under Section 7.4 of the bylaws, which could include, but is not limited to former and current shareholders,Company directors, officers, affiliates, legal counsel, expert witnesses, and other parties, would be able to recover fees under thisprovision.

Inthe event a claim is initiated or asserted against the Company, in accordance with the dispute resolution provisions contained in theCompany’s bylaws, and the plaintiff does not in a judgment prevail, the plaintiff will be obligated to reimburse the Company forall reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’sfees and expenses and costs of appeal, if any. Additionally, this provision in Section 7.4 of the bylaws could discourage shareholderlawsuits that might otherwise benefit the Company and its shareholders.

THEFEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY STOCKHOLDER OF THE COMPANY’S COMPLIANCEWITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THEBYLAWS DOES NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

Anti-TakeoverEffects of Certain Provisions of the Certificate of Incorporation and the Bylaws

Provisionsof the Company’s certificate of incorporation and bylaws could make it more difficult to acquire the Company by means of a merger,tender offer, proxy contest, open market purchases, removal of incumbent directors and otherwise. These provisions, which are summarizedbelow, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seekingto acquire control of the Company to first negotiate with the Company. The Company believes that the benefits of increased protectionof the Company’s potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructurethe Company outweigh the disadvantages of discouraging takeover or acquisition proposals because negotiation of these proposals couldresult in an improvement of their terms.

Removalof Directors. The certificate of incorporation and bylaws provide that directors may be removed prior to the expiration of theirterms by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stockentitled to vote.

Vacancies.The certificate of incorporation and bylaws provide the exclusive right of the Board to elect a director to fill a vacancy created bythe expansion of the Board or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancieson the Board.

PreferredStock. The certificate of incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock with such rights andpreferences as may be determined from time to time by the Board in its sole discretion. The Board may, without stockholder approval,issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the votingpower or other rights of the holders of the common stock.

Amendmentof Bylaws. The certificate of incorporation and bylaws provide that the bylaws may be altered, amended or repealed by the Board byan affirmative vote of a majority of the Board of Directors at any regular meeting of the Board.

Limitationof Liability. The certificate of incorporation provides for the limitation of liability of, and providing indemnification to, theCompany’s directors and officers.

SpecialStockholders Meeting. The certificate of incorporation provides that a special meeting of the stockholders may only be called bya majority of the Board.

Nominationsof Directors. The bylaws provide for advance notice procedures that stockholders must comply with in order to nominate candidatesto the Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirerfrom conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain controlof the Company.

TransferAgent

Thetransfer agent and registrar for the Company’s common stock is Transhare Corporation. The transfer agent and registrar’saddress is Bayside Center 1, 17755 US Highway 19 N, Suite 140, Clearwater, Florida 33764 and its telephone number is (303) 662-1112.

SELLINGSTOCKHOLDER

TheSelling Stockholder may from time to time offer and sell any or all of the securities set forth below pursuant to this prospectus andany accompanying prospectus supplement. As used in this prospectus, the term “Selling Stockholder” includes the persons listedin the table below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and theirpledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the selling stockholders’interests in the securities, other than through a public sale. Except for the ownership of the securities of the Company or as set forthbelow, the Selling Stockholder have not had any material relationship with us within the past three years.

Exceptas set forth in the footnotes below, the following table sets forth certain information as of July 21, 2025 regarding the beneficialownership of the securities by the Selling Stockholder and the securities being offered by the Selling Stockholder. The applicable percentageownership of the common stock is based on 23,310,770 shares outstanding as of July 21, 2025. The Selling Stockholder may offer and sellsome, all or none of securities.

Beneficialownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a securityif that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or“investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the rightto acquire such powers within 60 days.

Unlessotherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entitiesnamed in the table have sole voting and investment power with respect to their beneficially owned securities.

(1)Represents the total number of shares of our common stock issued or issuable to the Selling Stockholder as of the date of this prospectus,without regard to ownership limitations described in footnote (2) below, including (i) all of the shares offered hereby, and (ii) toour knowledge, all other securities held by the Selling Stockholder as of the date hereof.

(2)Assumes that none of the Series A Convertible Preferred Stock convertible into the shares of our common stock offered hereby have beensold or otherwise transferred prior to the date of this prospectus in transactions exempt from the registration requirements of the SecuritiesAct. The Series A Convertible Preferred Stock held by the Selling Stockholder contains a beneficial ownership limitation, which providesthat a holder of the Series A Convertible Preferred Stock, will not have the right to exercise any portion of its Series A ConvertiblePreferred Stock if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of ourcommon stock outstanding immediately after giving effect to such conversion or exercise. Except as specifically noted in the footnotesbelow, the shares set forth in the table do not reflect the foregoing ownership limitations.

(3)Based on 23,310,770 shares of common stock outstanding as of the date of July 21, 2025.

(4)The shares of common stock set forth in the column “Beneficial Ownership Before the Offering” consists of the number of sharesof common stock currently beneficially owned by Crom Structured Opportunities Fund I, LP, and, in light of the 4.99% beneficial ownershiplimitation in the Series A Convertible Preferred Stock and the 4.99% beneficial ownership limitation under the Equity Purchase Agreement,the shares of common stock issuable to the Selling Stockholder upon conversion of the Series A Convertible Preferred Stock and the sharesof common stock issuable under the Equity Purchase Agreement are not included here. Although the percentage set forth in the “Percentageof Ownership Before the Offering” column exceeds 5%, it is intended that after the offering, the Selling Stockholder will have4.99% or less beneficial ownership due to the 4.99% beneficial ownership limitation in the Series A Convertible Preferred Stock and the4.99% beneficial ownership limitation under the Equity Purchase Agreement. The shares of common stock set forth in the column “Numberof Shares Being Offered” includes: (i) up to 5,090,472 shares of common stock issuable upon conversion of the Series A ConvertiblePreferred Stock issued to the Selling Stockholder assuming a conversion price of $0.43218 per share based on 90% of the closing priceof the Company’s common stock on the Nasdaq Stock Market on July 21, 2025; (ii) 750,000 shares of common stock issued as the SPACommitment Shares, (iii) 485,437 shares of common stock issued as the ELOC Commitment Shares, and (iv) up to 54,230,876 shares of commonstock issuable under the Equity Purchase Agreement, assuming a purchase price of $0.460992 per share based on 96% of the closing priceof the Company’s common stock on the Nasdaq Stock Market on July 21, 2025.

(5)The business address of Crom Structured Opportunities Fund I, LP is 228 Park Ave S PMB 57033, New York, NY, 10003-1502. The general partnerof Crom Structured Opportunities Fund I, LP is CROM STRUCTURED OPPORTUNITIES FUND I GP, LLC. CROM CORTANA FUND LLC is the member of thegeneral partner. John Chen and Liam Sherif have voting and disposition control over the shares of common stock but disclaim beneficialownership over the securities listed except to the extent of their pecuniary interest therein.

(6) Assumes the sale of all shares offered herein.

PLANOF DISTRIBUTION

TheSelling Stockholder will pay all incremental selling expenses relating to the sale of their shares of common stock, including underwriters’commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representingthe Selling Stockholder. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of commonstock covered by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees, NasdaqStock Market listing fees and fees and expenses of our counsel and our accountants.

Theshares of common stock beneficially owned by the Selling Stockholder covered by this prospectus may be offered and sold from time totime by the Selling Stockholder. The term “Selling Stockholder” includes donees, pledgees, transferees or other successorsin interest selling securities received after the date of this prospectus from the Selling Stockholder as a gift, pledge, partnershipdistribution or other transfer. The Selling Stockholder will act independently of us in making decisions with respect to the timing,manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at pricesand under terms then prevailing or at prices related to the then-current market price or in negotiated transactions. The Selling Stockholdermay sell their shares of common stock by one or more of, or a combination of, the following methods:

●purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

●ordinary brokerage transactions and transactions in which the broker solicits purchasers;

●block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion ofthe block as principal to facilitate the transaction;

●an over-the-counter distribution in accordance with the rules of the Nasdaq Stock Market;

●through trading plans entered into by the Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at thetime of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of theirsecurities on the basis of parameters described in such trading plans;

●to or through underwriters or broker-dealers;

●in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailingat the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchangeor sales made through a market maker other than on an exchange or other similar offerings through sales agents;

●in privately negotiated transactions;

●in options transactions;

●through a combination of any of the above methods of sale; or

●any other method permitted pursuant to applicable law.

TheSelling Stockholder may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealersengaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not inexcess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup ormarkdown in compliance with FINRA IM-2440.

Inconnection with the sale of the securities covered hereby, the Selling Stockholder may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions theyassume. The Selling Stockholder may also sell securities short and deliver these securities to close out their short positions, or loanor pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into optionor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require thedelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

TheSelling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received bysuch broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissionsor discounts under the Securities Act. We are requesting the Selling Stockholder inform us that it does not have any written or oralagreement or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expensesincurred by us incident to the registration of the securities.

Becausethe Selling Stockholder may be deemed to be “underwriters” within the meaning of the Securities Act, they will besubject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities coveredby this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than underthis prospectus. We are requesting that the Selling Stockholder confirm that there is no underwriter or coordinating broker acting inconnection with the proposed sale of the resale securities by the Selling Stockholder.

Weintend to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholderwithout registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement forus to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similareffect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other ruleof similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicablestate securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registeredor qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and iscomplied with.

Thefollowing plan of distribution relates solely to our Equity Purchase Agreement with the Selling Stockholder.

Theshares of our common stock related to the Equity Purchase Agreement offered by this prospectus are being offered by the Selling Stockholder.The Selling Stockholder may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.We have agreed in the Equity Purchase Agreement to provide customary indemnification to the Selling Stockholder.

We have engaged Moody Capital Solutions, Inc., (a FINRA registered broker dealer) (“Moody Capital” or“Moody”) to act as a placement agent under the terms of the Equity Purchase Agreement and have agreed to pay them a cash feeof eight percent (8%) of the amount of each Advance Notice. Additionally, we engaged Moody Capital to act as a placement agent under theterms of the Securities Purchase Agreement and have paid Moody Capital a cash fee of $160,000.00 thereunder. Additionally, for each theEquity Purchase Agreement and the Securities Purchase Agreement, Moody Capital shall also receive warrants to purchase a number of sharesof the Company’s common stock equal to eight percent (8%) of the fully diluted number of shares of common stock or common stockequivalents purchased or purchasable by any investors in connection with the Equity Purchase Agreement and the Securities Purchase Agreement(such warrants collectively referred to as the “Moody Warrants”). The Moody Warrants shall have reasonable and customary terms,including the following terms: the exercise price of the Moody Warrants shall be the issuance price of each Advance Notice for Moody Warrantsissued pursuant to the Equity Purchase Agreement and the conversion price of the Series A Convertible Preferred Stock for Moody Warrantsissued pursuant to the Securities Purchase Agreement. In addition, the Moody Warrants shall expire five years from the date of issue.The Moody Warrants shall be exercisable by payment in full in cash or by so-called “cashless exercise” provisions. Each warrantshall be deemed to have a fair market value at issuance of $.0001. The Moody Warrants shall be covered in a separate warrant agreementwith customary terms acceptable to both the Company and Moody Capital.

Itis possible that our shares may be sold from time to time by the Selling Stockholder in one or more of the following manners:

●ordinary brokerage transactions and transactions in which the broker solicits purchasers;

●block trade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portionof the block as principal to facilitate the transaction;

●to a broker-dealer as principal and resale by the broker-dealer for its account; or

●a combination of any such methods of sale.

TheSelling Stockholder has agreed that, during the term of the Equity Purchase Agreement, it will not engage in any short sales or hedgingtransactions with respect to our common stock.

TheSelling Stockholder and any unaffiliated broker-dealer will be subject to liability under the federal securities laws and must complywith the requirements of the Exchange Act, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rulesand regulations may limit the timing of sales of our common stock by the Selling Stockholder or any unaffiliated broker-dealer. Underthese rules and regulations, the Selling Stockholder and any unaffiliated broker-dealer:

●may not engage in any stabilization activity in connection with our securities;

●must furnish each broker which offers shares of our common stock covered by the prospectus and accompanying prospectus that are a partof our registration statement with the number of copies of such prospectus and accompanying prospectus which are required by each broker;and

●may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permittedunder the Exchange Act.

Theserestrictions may affect the marketability of our common stock by the Selling Stockholder and any unaffiliated broker-dealer.

Wewill pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock coveredby this prospectus by the Selling Stockholder.

Wehave advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certainexceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participatesin the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is thesubject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in orderto stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketabilityof the securities offered by this prospectus.

Thisoffering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the Selling Stockholder.

MATERIALFEDERAL TAX CONSIDERATIONS

Thefollowing is a summary of certain United States federal income tax consequences generally applicable to the ownership and dispositionof our common stock by a non-U.S. holder (as defined below) that holds such common stock as a “capital asset” within themeaning of the Code. This discussion is based on currently existing provisions of the Code, applicable United States Treasury regulationspromulgated thereunder, judicial decisions, and rulings and pronouncements of the United States Internal Revenue Service (the “IRS”)all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or subject to differentinterpretation. This discussion does not address all the tax consequences that may be relevant to specific holders in light of theirparticular circumstances or to holders subject to special treatment under United States federal income tax laws (such as financial institutions,insurance companies, tax-exempt organizations, controlled foreign corporations, passive foreign investment companies, retirement plans,partnerships and their partners, dealers in securities, brokers, United States expatriates, persons who have acquired our common stockas compensation or otherwise in connection with the performance of services, or persons who have acquired our common stock as part ofa straddle, hedge, conversion transaction or other integrated investment). This discussion does not address the state, local, or foreigntax or United States federal estate or alternative minimum tax consequences relating to the ownership and disposition of our common stock.Prospective investors should consult their tax advisors regarding the United States federal tax consequences of owning and disposingof our common stock, as well as the applicability and effect of any state, local or foreign tax laws.

Asused in this discussion, the term “non-U.S. holder” refers to a beneficial owner of our common stock that is not, for UnitedStates federal income tax purposes, any of the following:

Ifa partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes holds our commonstock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A partnershipthat holds our common stock and any partner who owns an interest in such a partnership should consult their tax advisors regarding theUnited States federal income tax consequences of an investment in our common stock.

Youshould consult your tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership,and disposition of our common stock as well as the consequences to you arising under the laws of any other applicable taxing jurisdictionin light of your particular circumstances.

Distributionson Common Stock

Ifwe make a distribution of cash or other property (other than certain distributions of our stock or rights to acquire our stock) in respectof our common stock, the distribution generally will be treated as a dividend to the extent of our current or accumulated earnings andprofits as determined under United States federal income tax principles. Any portion of a distribution that exceeds our current and accumulatedearnings and profits will generally be treated first as a tax-free return of capital, on a share-by-share basis, to the extent of thenon-U.S. holder’s tax basis in our common stock, and, to the extent such portion exceeds the non-U.S. holder’s tax basisin our common stock, the excess will be treated as gain from the disposition of the common stock, the tax treatment of which is discussedbelow under “—Sale, Exchange or Other Taxable Disposition.”

Thegross amount of dividends paid to a non-U.S. holder with respect to our common stock generally will be subject to United States federalwithholding tax at a rate of 30%, unless (i) an applicable income tax treaty reduces or eliminates such tax, and the non-U.S. holdercertifies that it is eligible for the benefits of such treaty in the manner described below, or (ii) the dividends are effectively connectedwith the non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty,are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) and the non-U.S. holder satisfiescertain certification and disclosure requirements. In the latter case, generally, a non-U.S. holder will be subject to United Statesfederal income tax with respect to such dividends on a net income basis at regular graduated United States federal income tax rates inthe same manner as a United States person (as defined under the Code). Additionally, a non-U.S. holder that is a corporation may be subjectto a branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connectedearnings and profits for the taxable year, as adjusted for certain items.

Anon-U.S. holder that wishes to claim the benefit of an applicable income tax treaty with respect to dividends on our common stock willbe required to provide the applicable withholding agent with a valid IRS Form W-8BEN or W-8BEN-E (or other applicable form) and certifyunder penalties of perjury that such holder (i) is not a United States person (as defined under the Code) and (ii) is eligible for thebenefits of such treaty, and the withholding agent must not have actual knowledge or reason to know that the certification is incorrect.This certification must be provided to the applicable withholding agent prior to the payment of dividends and may be required to be updatedperiodically. If our common stock is held through a non-United States partnership or non-United States intermediary, such partnershipor intermediary will also be required to comply with additional certification requirements under applicable Treasury regulations. A non-U.S.holder eligible for a reduced rate of United States federal withholding tax pursuant to an income tax treaty may obtain a refund of anyexcess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Prospectiveinvestors, and in particular prospective investors engaged in a United States trade or business, are urged to consult their tax advisorsregarding the United States federal income tax consequences of owning our common stock.

Sale,Exchange, or Other Taxable Disposition

Generally,a non-U.S. holder will not be subject to United States federal income tax on gain realized upon the sale, exchange, or other taxabledisposition of our common stock unless (i) the gain is effectively connected with such non-U.S. holder’s conduct of a trade orbusiness in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintainedby the non-U.S. holder in the United States), (ii) such non-U.S. holder is an individual present in the United States for 183 days ormore in the taxable year of the sale, exchange, or other taxable disposition and certain other conditions are satisfied, or (iii) weare or become a “United States real property holding corporation” (as defined in Section 897(c) of the Code) at any timeduring the shorter of the five-year period ending on the date of disposition or the non-U.S. holder’s holding period for our commonstock and either (a) our common stock has ceased to be traded on an established securities market prior to the beginning of the calendaryear in which the sale, exchange or other taxable disposition occurs, or (b) the non-U.S. holder owns (actually or constructively) morethan five percent of our common stock at some time during the shorter of the five-year period ending on the date of disposition or suchholder’s holding period for our common stock. Although there can be no assurances in this regard, we believe that we are not aUnited States real property holding corporation, and we do not expect to become a United States real property holding corporation.

Generally,gain described in clause (i) of the immediately preceding paragraph will be subject to tax on a net income basis at regular graduatedUnited States federal income tax rates in the same manner as if the non-U.S. holder were a United States person (as defined under theCode). A non-U.S. holder that is a corporation may also be subject to a branch profits tax equal to 30% (or such lower rate as may bespecified by an applicable income tax treaty) of its effectively connected earnings and profits for the taxable year, as adjusted forcertain items. An individual non-U.S. holder described in clause (ii) of the immediately preceding paragraph will be required to pay(subject to applicable income tax treaties) a flat 30% tax on the gain derived from the sale, exchange, or other taxable disposition,which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the UnitedStates.

ForeignAccount Tax Compliance Act

Withholdingat a rate of 30% is required on dividends in respect of our common stock, and, after December 31, 2016 will be required on gross proceedsfrom the sale or other disposition of our common stock, in each case, held by or through certain foreign financial institutions (includinginvestment funds), unless such institution enters into an agreement with the United States Treasury Department to report, on an annualbasis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain United Statespersons and by certain non-United States entities that are wholly or partially owned by United States persons and to withhold on certainpayments. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations,may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whethersuch withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale or other disposition of, our commonstock held by an investor that is a non-financial non-United States entity that does not qualify under certain exemptions will be subjectto withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any substantial United Statesowners or (ii) provides certain information regarding the entity’s substantial United States owners. Prospective investors shouldconsult their tax advisors regarding the possible implications of these rules on their investment in our common stock.

LEGALMATTERS

Thevalidity of the securities offered by this prospectus will be passed upon for us by Anthony, Linder & Cacomanolis, PLLC, West PalmBeach, Florida.

EXPERTS

Theconsolidated financial statements of HeartCoreEnterprises, Inc. incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31,2024 have been so incorporated in reliance on the report of MaloneBailey, LLP, an independent registered public accountingfirm, given on the authority of said firm as experts in auditing and accounting.

WHEREYOU CAN FIND MORE INFORMATION

Wehave filed with the SEC the registration statement on Form S-1 under the Securities Act for the securities offered by this prospectus.This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statementand the exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations. For further informationconcerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it.Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete.In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.

Weare subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and otherinformation with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s websiteat http://www.sec.gov. We also maintain a website at www.heartcore.co.jpand, at which you may access these materials freeof charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information containedin, or that can be accessed through, our website is not part of this prospectus.

INFORMATIONINCORPORATED BY REFERENCE

TheSEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to discloseimportant information to you by referring you to those other documents. The information incorporated by reference is an important partof this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We fileda registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities being offered pursuant to thisprospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should referto the registration statement, including the exhibits, for further information about us and the securities being offered pursuant tothis prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by referencein, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copiesof all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtainedupon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information”. Weare incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filedby us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document thatis not deemed filed under such provisions:

Notwithstandingthe foregoing, information and documents that we elect to furnish, but not file, or have furnished, but not filed, with the SEC in accordancewith SEC rules and regulations is not incorporated into this prospectus and does not constitute a part hereof.

Wealso incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibitsfiled on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuantto Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus(including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectivenessof the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form10-Q and Current Reports on Form 8-K, as well as proxy statements.

Anystatement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus willbe deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed documentthat is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.

Youmay request, and we will provide you with, a copy of these filings, at no cost, by calling us at (732) 380-4600 or by writing to us atthe following address:

HeartCoreEnterprises, Inc.

1-2-33,Higashigotanda, Shinagawa-ku

Tokyo,Japan

+81-3-6409-6966

HeartCoreEnterprises, Inc.

Resaleof up to 60,556,785 Shares of Common Stock

Bythe Selling Stockholder

PROSPECTUS

Prospectusdated [___], 2025

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

Item13. Other Expenses of Issuance and Distribution.

Setforth below is an estimate (except in the case of the SEC registration fee) of the amount of fees and expenses to be incurred in connectionwith the securities registered hereby. All such amounts will be borne by HeartCore Enterprises, Inc., a Delaware corporation.

Item14. Indemnification of Directors and Officers.

Section145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify directors and officers as wellas other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlementin connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivativeaction by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposedto the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe theirconduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only toexpenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requirescourt approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation,bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Ourcertificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delawarelaw, as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that our directors willnot be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemptionfrom liability or limitation thereof is not permitted by the General Corporation Law of the State of Delaware.

Weintend to enter into separate indemnification agreements with our directors and officers. Each indemnification agreement will provide,among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporationand bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnificationagreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found thatsuch indemnitee is not entitled to such indemnification under applicable law and our certificate of incorporation and bylaws.

Ourcertificate of incorporation also permits us to maintain insurance on behalf of any officer, director or employee for any liability arisingout of his or her actions, regardless of whether Delaware law would permit such indemnification. We intend to purchase a policy of directors’and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment ofa judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Theseprovisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisionsalso may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affectedto the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

Webelieve that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.

Anyrepeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our board of directors,stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwiserequired by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnificationrights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder withrespect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling personspursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is againstpublic policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification againstsuch liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defenseof any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities beingregistered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court ofappropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Actand will be governed by the final adjudication of such issue.

Item15. Recent Sales of Unregistered Securities

Inthe three years preceding the filing of this registration statement, we have issued the following securities that were not registeredunder the Securities Act. No underwriters were involved in the sales and the certificates representing the securities sold and issuedcontain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption fromregistration.

OnFebruary 1, 2023, and March 22, 2023, the Company issued 2,000,000 and 500,000 shares of the Company’s common stock, respectively,in connection with the Sigmaways acquisition. On March 22, 2023, the Company granted 671,350 shares of common stock to employees andservice providers of Sigmaways.

OnJune 30, 2025, the Company issued 485,437 ELOC Commitment Shares and 750,000 SPA Commitment Shares to the Selling Stockholder pursuantto the Equity Purchase Agreement and the Securities Purchase Agreement, respectively.

Theforegoing, shares were issued to an accredited investor without registration under the Securities Act of 1933, as amended (the “SecuritiesAct”), based upon exemptions from registration provided under Section 4(a)(2) of the Securities Act and Regulation D promulgatedthereunder. The issuances did not involve any public offering.

Item16. Exhibits.

Thefollowing documents are filed as exhibits to this registration statement:

EXHIBITINDEX

Item17. Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 193, as amended (the “Securities Act”);

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume andprice represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of RegistrationFee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii),and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is containedin reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Actof 1934 (“Exchange Act”) that are incorporated by reference in the registration statement, or is contained in a form of prospectusfiled pursuant to Rule 424(b) that is a part of the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to bea new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(5)That, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution of the securities,that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwritingmethod used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the followingcommunications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securitiesto such purchaser:

(A)Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of thedate the filed prospectus was deemed part of and included in the registration statement; and

(B)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance onRule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information requiredby Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier ofthe date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offeringdescribed in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statementto which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offeringthereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registrationstatement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that ispart of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede ormodify any statement that was made in the registration statement or prospectus that was part of the registration statement or made inany such document immediately prior to such effective date.

(6)That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distributionof the securities:

Theundersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registrationstatement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or soldto such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and willbe considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule424;

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to bythe undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrantor its securities provided by or on behalf of the undersigned registrant; and

(iv)Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing ofthe registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filingof an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference inthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offeringof such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling personsof the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SECsuch indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event thata claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counselthe matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnificationby it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tokyo, Japan, on July 24, 2025.

POWEROF ATTORNEY

KNOWALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Sumitaka Yamamoto, his trueand lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead,in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and tosign any and all additional registration statements relating to the Registration Statement and filed pursuant to Rule 462(b) of the SecuritiesAct of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securitiesand Exchange Commission, granting unto said attorney-in-fact and agent or his substitute or substitutes, full power and authority todo and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposesas he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes,may lawfully do or cause to be done by virtue hereof.

Pursuantto the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities heldon July 24, 2025.

Exhibit5.1

*licensedin CA, FL and NY

**licensedin FL and NY

***licensedin CA

****licensedin CA, DC, MO and NY

*****licensedin Missouri

******licensed in CA and DC

*******licensedin NY and NJ

********licensedin NY and NJ

July24, 2025

HEARTCOREENTERPRISES, INC.

1-2-33,Higashigotanda, Shinagawa-ku

Tokyo,Japan

Re:HEARTCORE ENTERPRISES, INC. Registration Statement on Form S-1

Ladiesand Gentlemen:

Wehave acted as securities counsel to HEARTCORE ENTERPRISES, INC., a Delaware corporation (the “Company”) in connection withthe registration statement on Form S-1 (as amended through the date hereof, the “Registration Statement”), under the SecuritiesAct of 1933 (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”).

TheRegistration Statement relates to an offering for resale by selling stockholder named in the Registration Statement (the “SellingStockholder”), of: (i) of up to 54,230,876 shares (the “ELOC Shares”) of the Company’s common stock 0.0001 parvalue per share (the “Common Stock”) issuable to the Selling Stockholder pursuant to an Equity Purchase Agreement we enteredinto with the Selling Stockholder on June 30, 2025 (the “Equity Purchase Agreement”); (ii) 485,437 shares of our Common Stockissued to the Selling Stockholder as commitment shares (the “ELOC Commitment Shares”); (iii) up to 5,090,472 sharesof our Common Stock (the “Preferred Stock Conversion Shares”) issuable to the Selling Stockholder upon the conversion of2,000 shares of the Company’s Series A Convertible Preferred Stock issued to the Selling (the “Preferred Stock”) aSecurities Purchase Agreement we entered into with the Selling Stockholder on June 30, 2025 (the “Securities Purchase Agreement”);and (iv) 750,000 shares of the Company’s common stock issued to the Selling Stockholder as commitment shares pursuant to the SecuritiesPurchase Agreement (the “SPA Commitment Shares”).

Inconnection with our opinion, we have examined originals or certified copies of such corporate records of the Company and other certificatesand documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. Wehave assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authenticoriginal documents of all copies submitted to us as conformed and certified or reproduced copies.

Subjectto and in reliance upon the foregoing, we are of the opinion that:

1.The ELOC Shares when issued by the Company in the circumstances contemplated by the Equity Purchase Agreement, will have been duly authorizedby all necessary corporate action of the Company, and will be validly issued, fully paid and non-assessable.

2.The Preferred Stock Conversion Shares issuable upon conversion of the Preferred Stock when issued by the Company in the circumstancescontemplated by the Preferred Stock, will have been duly authorized by all necessary corporate action of the Company, and will be validlyissued, fully paid and non-assessable.

3.The ELOC Commitment Shares and SPA Commitment Shares were duly authorized by all necessary corporate action of the Company, and are validlyissued, fully paid and non-assessable.

Weexpress no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date ofthis letter, (a) the internal laws of the State of Delaware; and (b) the federal laws of the United States. The opinions expressed inthis opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date,and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attentionafter that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the mattersexpressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expresslyset forth in this opinion letter.

Wehereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption“Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whoseconsent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Sincerelyyours,

1700PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

Exhibit23.1

CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Weconsent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 31, 2025 withrespect to the audited consolidated financial statements of HeartCore Enterprises, Inc., which appears in its AnnualReport on Form 10-K for the year ended December 31, 2024.

We also consent to the references to usunder the heading “Experts” in such Registration Statement.

/s/MaloneBailey, LLP

www.malonebailey.com

Houston,Texas

July24, 2025