What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-04-09 · 407 added, 455 removed, 1242 unchanged (41% of the section changed)

This Business section, along

with other sections of this annual report on Form 10-K, includes statistical and other industry and market data that we obtained from

industry publications and research, surveys and studies conducted by third parties.

Industry publications and third-party research, surveys

and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee

the accuracy or completeness of such information.

While we believe that these industry publications and third-party research, surveys

and studies are reliable, we have not independently verified such data and we do not make any representation as to the accuracy of the

Unless the context otherwise requires, “HeartCore,” “we,” “us,” “our,” or

the “Company” refers to HeartCore Enterprises, Inc.

and its consolidated subsidiaries, including, but not limited to, HeartCore

(“HeartCore Co.”) and its subsidiary, HeartCore Capital Advisors, Inc.

(“HeartCore Capital Advisors”),

HeartCore Financial, Inc.

(“HeartCore Financial”), and Sigmaways, Inc.

This Business section, along with other sections of this annual report

on Form 10-K, includes statistical and other industry and market data that we obtained from industry publications and research, surveys

and studies conducted by third parties.

Industry publications and third-party research, surveys and studies generally indicate that their

information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such

While we believe that these industry publications and third-party research, surveys and studies are reliable, we have not

independently verified such data and we do not make any representation as to the accuracy of the information.

Unless the context otherwise

requires, “HeartCore,” “we,” “us,” “our,” or the “Company” refers to HeartCore

Enterprises, Inc.

and its consolidated subsidiaries, including, HeartCore Co., Ltd.

(“HeartCore Co.”), HeartCore Capital Advisors, Inc.

(“HeartCore Capital Advisors”), HeartCore Financial, Inc.

Financial”), HeartCore Financial, Inc.

– Japan Branch Office (“HeartCore Financial - Japan”), HeartCore Luvina

Vietnam Company Limited (“HeartCore Luvina”), and Sigmaways, Inc.

(“Sigmaways”) and its subsidiaries.

Financial was incorporated in January 2023.

HeartCore Capital Advisors was incorporated in February 2023.

The acquisition of Sigmaways

and its subsidiaries was closed in February 2023.

are a leading software development company based in Tokyo, Japan.

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As of December 31, 2024, our sales and marketing organization

was comprised of 16 employees including our field sales organization, which maintains a

physical sales presence in the Japanese software market.

Using our go-to-market strategy, we believe we have made significant contributions

in Japan and have established a diversified revenue and customer base.

As of December 31, 2023, our combined business units (customer

experience management business unit and digital transformation business unit) had 949 total customers in Japan, of which 691, or 72.8%,

were paying customers, and 24 total customers outside Japan, of which 1, or 0.1%, was a paying customer.

Our 280 non-paying customers

were originally paying customers that utilized our paid services but now use a free version of the CXM Platform.

the potential for non-paying customers to become paying customers again if and when they start utilizing our paid services again.

During 2022, we started the GO

IPO business, which supports Japanese companies listing on Nasdaq and NYSE in the United States.

As of December 31, 2023, we have entered

into consulting agreements with eleven companies to assist them in their IPO process, whereby we are entitled to receive from each company

a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition rights to purchase one to four percent of the

fully-diluted share capital of such companies that is exercisable on certain dates at an exercise price of $0.01 or JPY1 per share.

revenue in the GO IPO business helped to offset the decline in sales in the CX and DX divisions in Japan.

In the first quarter of 2023,

we formed HeartCore Financial and HeartCore Capital Advisors as a part of our Go IPO consulting business.

In the fourth quarter of 2023,

we formed HeartCore Luvina Vietnam Company Limited in Vietnam, which is engaged in the business of software development.

In February 2023, we acquired

51% of the outstanding shares of Sigmaways and its wholly-owned subsidiaries, which are primarily engaged in the business of developing

and sales of software in the United States.

was comprised of 12 employees including our field sales organization, which maintains a physical sales presence in the Japanese software

Using our go-to-market strategy, we believe we have made significant contributions in Japan and have established a diversified

revenue and customer base.

As of December 31, 2024, our combined business units (customer experience management business unit and digital

transformation business unit) had 982 total customers in Japan, of which 724, or 73.7%, were paying customers, and 26 total customers

outside Japan, of which 1, or 0.1%, was a paying customer.

Our 280 non-paying customers were originally paying customers that utilized

our paid services but now use a free version of the CXM Platform.

There is the potential for non-paying customers to become paying customers

again if and when they start utilizing our paid services again.

During 2022, we started the GO IPO business, which supports Japanese

companies listing on Nasdaq and NYSE in the United States.

As of December 31, 2024, we have entered into consulting agreements with 14

companies to assist them in their IPO process, whereby we are entitled to receive from each company a consulting fee that ranges from

$380,000 to $900,000 and warrants or stock acquisition rights to purchase 1% 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 JPY1 per share.

The revenue in the GO IPO business helped to offset

the decline in sales in the CX and DX divisions in Japan.

In the first quarter of 2023, we formed HeartCore Financial as a part of our

Go IPO consulting business.

In the fourth quarter of 2023, we formed a 51% owned subsidiary in Vietnam, HeartCore Luvina, which is engaged

in the business of software development.

HeartCore Luvina started its operations from February 2024.

February 2023, we acquired 51% of the outstanding shares of Sigmaways and its wholly-owned subsidiaries, which are primarily engaged

in the business of developing and sales of software in the United States.

On April 1, 2024, HeartCore Financial established a Japan branch

office, HeartCore Financial, Inc.

– Japan Branch Office (“HeartCore Financial - Japan”), with focus on GO IPO consulting

services in Japan.

Experience Management Business

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environments that support them.

Benefits of Digital Transformation Have Yet to Make Their Way to the Workforce.

Modern enterprise applications enable deep and nuanced

functionalities, such as conducting personalized marketing campaigns, predictive service delivery, and real time visibility of goods

movement across the supply chain.

The Benefits of Digital

Transformation Have Yet to Make Their Way to the Workforce .

Modern enterprise applications enable deep and nuanced functionalities,

such as conducting personalized marketing campaigns, predictive service delivery, and real time visibility of goods movement across the

supply chain.

However, despite massive functional advancement, the true promise and potential of digital transformation—reallocating

human capital towards cognitive, higher-value activities—remains elusive, which is limiting improvements in productivity.

in the United States, non-farm real output per hour grew 31% during the decade ended December 31, 2009, but only 13% in the subsequent

decade ended December 31, 2019.

Business Processes Rely on Multiple Business Applications, and Workers to Orchestrate Them.

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We believe it is increasingly imperative for enterprises to leverage automation to liberate

workers from menial, repetitive, and less productive tasks and to better utilize the positive qualities that only humans have, such as

abstract thinking, making connections, dealing with ambiguity, creativity, innovation, passion, and community engagement.

this will drive business value and greater employee engagement.

According to a 2020 Gallup study, business units with highly engaged

employees are more present and productive;

more attuned to the needs of customers;

and more observant of processes, standards, and systems.

When taken together, the behaviors of highly engaged business units result in 21% greater profitability.

workers from menial, repetitive, and less productive tasks and to better utilize the positive qualities that only humans have, such

as abstract thinking, making connections, dealing with ambiguity, creativity, innovation, passion, and community engagement.

believe this will drive business value and greater employee engagement.

According to a 2024 Gallup study, business units with highly

engaged employees experience 18% higher sales and 14% greater productivity.

These units are also more responsive to customer needs

and more committed to adhering to processes, standards, and systems, collectively leading to enhanced organizational

profitability.

of Existing Offerings

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the time and resources required to cultivate a vibrant ecosystem of automation developers that freely exchange innovations and best practices.

software addresses the market for intelligent process automation, which, in February 2021, International Data Corporation estimates to

grow at a five-year compound annual growth rate of approximately 18.4% to $37.9 billion by the end of 2024.

software targets the intelligent process automation (“IPA”) market.

According to a market research report published by Precedence

Research, the global IPA market was valued at approximately $17.34 billion in 2024 and is projected to reach approximately $67.73 billion

by 2034, reflecting a compound annual growth rate (“CAGR”) of approximately 14.6% during this period.

However, we believe that

this does not fully encompass the opportunity associated with our vision of the fully automated enterprise.

these market projections may not fully represent the broader opportunities aligned with our vision and strategy of enabling fully automated

to an estimate by Bain & Company in the report Beyond Cost Savings:

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software to approximately $65 billion.

size of our addressable market opportunity is underpinned by the substantial amount of business processes that could be improved through

automation but are not currently automated.

According to Forbes, there are more than 1 billion knowledge workers globally as of December

We expect our estimated global market opportunity will continue to expand as customers increase the size of their business

units and hire additional employees, resulting in a greater number of users and processes that can benefit from automation throughout

these enterprises.

Additionally, we believe that we are unlocking a myriad of still unexplored automation possibilities as we continue

to contribute to this market.

We believe those possibilities represent a significant greenfield opportunity for us.

The size of our addressable market opportunity is underpinned by the

substantial amount of business processes that could be improved through automation but are not currently automated.

We expect our estimated

global market opportunity will continue to expand as customers increase the size of their business units and hire additional employees,

resulting in a greater number of users and processes that can benefit from automation throughout these enterprises.

Additionally, we believe

that we are unlocking a myriad of still unexplored automation possibilities as we continue to contribute to this market.

We believe those

possibilities represent a significant greenfield opportunity for us.

Organizations

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paying customers that utilized our paid services but now use a free version of the CXM Platform.

There is the potential for

non-paying customers to become paying customers again if and when they start utilizing our paid services again.

There is the potential for non-paying

customers to become paying customers again if and when they start utilizing our paid services again.

of our CXM Platform

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We believe that this, in turn, causes employees to feel empowered and be more valuable in contributing to broader organizational

“Robotics Engineer” is one of the fastest emerging job roles globally, with LinkedIn reporting a 40% compound annual

growth rate in job postings from 2015 to 2019.

According to a survey conducted by International Data Corporation, 53% of respondents

indicated that AI and robotics would have a positive impact on jobs in their companies.

Additionally, according to a survey published

in UiPath, Inc.’s 2020 “State of the RPA Developer Report,” 84% of respondents believe that having RPA skills would

positively impact their future career moves.

“Robotics Engineer” remains one of the fastest emerging job roles globally, with Zippia projecting employment growth

of 2% from 2018 to 2028, while a 2024 AIPRM survey indicated that 75% of respondents saw positive workplace impacts from AI and robotics,

and an Amazon-commissioned study found automation could save workers up to 245 hours annually, underscoring strong demand and career

opportunities in this field.

believe the democratization of automation leads to the following benefits tied to an improved employee experience:

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IPO Consulting Services

we concluded our initial public offering and listed on the Nasdaq Capital Market in February 2022, we have been offering “Go IPO”

consulting services to a number of private Japanese companies where we assist such private Japanese companies and/or their affiliates

(“issuers”) with their initial public offerings in the United States as well as their simultaneous listings onto the Nasdaq

Stock Market, the New York Stock Exchange or the NYSE American.

More specifically, these consulting services (collectively, “Services”)

include the following:

Assisting with introductions to law firms, underwriters and auditing firms, in order that clients can make their

selections, at their sole discretion;

of process mining and task mining licenses for internal audit and internal control;

in the preparation of documentation for internal controls required for an initial public offering and simultaneous listing on the

Nasdaq Stock Market, the New York Stock Exchange or the NYSE American;

support services to remove problematic accounting accounts upon listing support;

of requested documents into English;

and, if requested by the other party, lead, meetings of management and employees;

support services related to the Nasdaq, the New York Stock Exchange or the NYSE American listing;

of accounting data from Japanese standards to U.S.

in the preparation of S-1 or F-1 filings;

of English web page;

an investor presentation/deck and executive summary of the operations.

February 2022, we have been offering “Go IPO” consulting services to a number of private Japanese companies where we assist

such private Japanese companies and/or their affiliates (“issuers”) with their initial public offerings in the United States

as well as their simultaneous listings onto the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.

More specifically,

these consulting services (collectively, “Services”) include the following:

Assisting with introductions

to law firms, underwriters and auditing firms, in order that clients can make their selections, at their sole discretion;

Provision of process mining

and task mining licenses for internal audit and internal control;

Assisting in the preparation

of documentation for internal controls required for an initial public offering and simultaneous listing on the Nasdaq Stock Market,

the New York Stock Exchange or the NYSE American;

Providing support services

to remove problematic accounting accounts upon listing support;

Translation of requested

documents into English;

Attend and, if requested

by the other party, lead, meetings of management and employees;

Provide support services

related to the Nasdaq, the New York Stock Exchange or the NYSE American listing;

Conversion of accounting

data from Japanese standards to U.S.

Assist in the preparation

of S-1 or F-1 filings;

Creation of English web

Preparing an investor presentation/deck

and executive summary of the operations.

providing the Services, we do not perform accounting services, and do not act as an investment advisor or broker/dealer.

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and providing advice relating to valuation of or financial advisability of any investments in the issuers.

Additionally, we do not take part in the selection of, or negotiation of terms with, law firms, underwriters or audit

Such selection and negotiation is the sole responsibility of the client.

Additionally,

we do not take part in the selection of, or negotiation of terms with, law firms, underwriters or audit firms.

Such selection and negotiation

is the sole responsibility of the client.

to the terms of the consulting agreements with the issuers, the issuers agree to compensate us as follows in return for the provision

of Services during the initial term of the consulting agreements:

cash fee payable in installment payments;

by issuers to us of a warrants or stock acquisition rights to acquire a number of shares of capital stock of the issuer, to initially

be equal to a designated percentage of the fully diluted share capital of the issuer, subject to adjustment as set forth in the warrants

or stock acquisition rights.

of December 31, 2023, we have entered into consulting agreements with eleven companies to assist them in their IPO process, whereby we

are entitled to receive from each company a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition

rights to purchase one to four percent of the fully-diluted share capital of such companies that is exercisable on certain dates at an

exercise price of $0.01 or JPY1 per share.

A cash fee payable in installment

Issuance by issuers to

us of warrants or stock acquisition rights to acquire a number of shares of capital stock of the issuer, to initially be equal to

a designated percentage of the fully diluted share capital of the issuer, subject to adjustment as set forth in the warrants or stock

acquisition rights.

of December 31, 2024, we have entered into consulting agreements with 14 companies to assist them in their IPO process, whereby we are

entitled to receive from each company a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition rights

to purchase 1% 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 JPY1 per share.

and Marketing

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was comprised of 12 employees including our field sales organization, which maintains a physical sales presence in the Japanese software

Using our go-to-market strategy, we believe we have made significant contributions in Japan and have established

a diversified revenue and customer base.

Our sales and marketing strategy is focused on driving growth through selling products to new

customers and driving expansion within our existing customers.

Our products officer, together with our sales, marketing, and executive

teams, promote our brand by working to cultivate long-term relationships with current and prospective customers, expand our partnership

network and foster our developer community.

Using our go-to-market strategy, we believe we have made significant contributions in Japan and have established a diversified

revenue and customer base.

Our sales and marketing strategy is focused on driving growth through selling products to new customers and

driving expansion within our existing customers.

Our products officer, together with our sales, marketing, and executive teams, promote

our brand by working to cultivate long-term relationships with current and prospective customers, expand our partnership network and

foster our developer community.

sell our solutions through a direct sales team and through channel partnerships.

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departments within an enterprise, which reduces friction for expansion of our products across the enterprise.

marketing team drives brand awareness, cultivates a large and growing community, and drives demand through a combination of global and

local campaigns.

We employ a variety of marketing tactics to reach prospective customers, including community evangelism, in-person and

digital events, content marketing, digital advertising, search optimization, partner marketing, social media, and public relations.

host and present at regional and global events, which both launched during the COVID-19 pandemic, to share customer success stories,

Our marketing team drives brand awareness, cultivates a large and growing

community, and drives demand through a combination of global and local campaigns.

We employ a variety of marketing tactics to reach prospective

customers, including community evangelism, in-person and digital events, content marketing, digital advertising, search optimization,

partner marketing, social media, and public relations.

We host and present at regional and global events to share customer success stories,

developer breakthroughs, and analyst insights and to deepen customer relationships.

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have a large and diversified customer base.

Three customers accounted for more than 10% of our revenue for the year ended December

As of December 31, 2023, our combined business units (customer experience management business unit and digital transformation

business unit) had 949 total customers of varying sizes.

We pride ourselves in providing what we believe to be a great experience

to every single customer and user of our software.

Our customers span a variety of industries and across various departments within an

organization and include:

One customer accounted for more than 10% of our revenue for the year ended December 31, 2024.

As of December 31, 2024, our combined business units (customer experience management business unit and digital transformation business

unit) had 982 total customers of varying sizes.

We pride ourselves in providing what we believe to be a great experience to every

single customer and user of our software.

Our customers span a variety of industries and across various departments within an organization

Electric Power Co

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competitive factors in our market are:

for the market, product strategy and pace of innovation;

marketing focus and domain expertise;

all-in-one CXM Platform;

and depth of product functionality;

open architecture;

to value and total cost of ownership;

with third-party applications and data sources;

recognition and brand reputation;

products to paid services” go-to-market motion.

vision for the market,

product strategy and pace of innovation;

inbound marketing focus

and domain expertise;

integrated all-in-one CXM

breadth and depth of product

functionality;

scalable, open architecture;

time to value and total

cost of ownership;

integration with third-party

applications and data sources;

name recognition and brand

“free products to

paid services” go-to-market motion.

believe we compete favorably with respect to all of these factors.

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offer various point applications that provide certain functions and features that we provide, including:

marketing automation providers;

management systems;

marketing software vendors;

force automation and customer experience management software vendors;

service platform vendors;

enterprise suites.

cloud-based marketing automation

content management systems;

email marketing software

sales force automation

and customer experience management software vendors;

customer service platform

large-scale enterprise

addition, instead of using our CXM Platform, some prospective customers may elect to combine disparate point applications, such as content

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primarily exist across the across the following three categories:

software providers ¸ which provide RPA software, but lack end-to-end automation capabilities.

lifecycle enhancing technology providers, such as low-code, iBPMS, iPaaS, process mining, and test automation vendors ,

which provide additional features that can be useful for automations.

We have alliances and integrate with the key vendors in

each category, but they often develop and market automation capabilities as extensions of their core software.

software vendors , which provide horizontal applications and productivity tools and are acquiring, building, or investing

in RPA functionality or partnering with RPA providers.

RPA software providers ¸

which provide RPA software, but lack end-to-end automation capabilities.

Automation lifecycle

enhancing technology providers, such as low-code, iBPMS, iPaaS, process mining, and test automation vendors , which

provide additional features that can be useful for automations.

We have alliances and integrate with the key vendors in each category,

but they often develop and market automation capabilities as extensions of their core software.

Enterprise software

vendors , which provide horizontal applications and productivity tools and are acquiring, building, or investing in RPA functionality

or partnering with RPA providers.

Competitive Strengths

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Our solutions partners promote our brand and offer our CXM Platform to their clients.

Solutions partners and customers referred to us by our solutions partners represented approximately 62% of our customers in Japan,

and approximately 52% of our revenue in Japan for the year ended December 31, 2023.

These solutions partners help us to promote the

vision of the inbound experience, efficiently reach new mid-market businesses at scale, and provide our mutual customers with more

diverse and higher-touch services.

Solutions partners and customers referred to us by our solutions partners represented approximately 62% of our customers in Japan, and

approximately 50% of our revenue in Japan for the year ended December 31, 2024.

These solutions partners help us to promote the vision

of the inbound experience, efficiently reach new mid-market businesses at scale, and provide our mutual customers with more diverse and

higher-touch services.

Pricing Strategy .

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we believe we have a significant opportunity to increase revenue from our existing customers.

We plan to increase revenue

from our existing customers by expanding their use of our CXM Platform by upselling additional offerings and features, adding additional

users, and cross-selling our marketing, sales, service, and content management products to existing customers through touchless or low

touch in-product purchases.

Our scalable pricing model allows us to capture more spend as our customers grow, increase the number of

their customers and prospects managed on our CXM Platform, and offer additional functionality available from our higher price tiers and

add-ons, providing us with a substantial opportunity to increase the lifetime value of our customer relationships.

We plan to increase revenue from our existing

customers by expanding their use of our CXM Platform by upselling additional offerings and features, adding additional users, and cross-selling

our marketing, sales, service, and content management products to existing customers through touchless or low touch in-product purchases.

Our scalable pricing model allows us to capture more spend as our customers grow, increase the number of their customers and prospects

managed on our CXM Platform, and offer additional functionality available from our higher price tiers and add-ons, providing us with

a substantial opportunity to increase the lifetime value of our customer relationships.

Expanding Internationally .

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to our customers in their automation journeys and drive further sales expansion through the following vectors:

more software robots across different departments;

more employees with their own robot assistants;

adoption of software products;

use cases for automation in the organization.

deploy more software robots

across different departments;

provide more employees

with their own robot assistants;

increase adoption of software

expand use cases for automation

in the organization.

time, we seek to deploy our solution where every employee interacts with multiple robots.

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Our Technology Leadership Through Continued Innovation and Investment in Our Software .

We believe that we have built a differentiated

automation software and intend to continually increase the value we provide to our customers by investing in extending the capabilities

of our software.

For example, we have introduced over four new products and multiple new features over the last 24 months.

made and will continue to make significant investments in research and development to bolster our existing technology and enhance usability

to improve our customers’ productivity.

We believe that we have built a differentiated automation software

and intend to continually increase the value we provide to our customers by investing in extending the capabilities of our software.

have made and will continue to make significant investments in research and development to bolster our existing technology and enhance

usability to improve our customers’ productivity.

the Next Generation of Workers and Grow Our Community .

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to Invest in Major Markets .

Since inception, we have invested in developing an infrastructure that would allow us to scale globally.

We continue seeing adoption of our products across all geographies in which we operate and believe we have a significant runway ahead

We believe there is a significant opportunity to expand use of our software in the top 25 countries as measured by gross domestic

As of December 31, 2023, sales to customers located in such countries represented 100% of our total revenues.

Since inception, we have invested in developing an infrastructure that

would allow us to scale globally.

We continue seeing adoption of our products across all geographies in which we operate and believe we

have a significant runway ahead of us.

We believe there is a significant opportunity to expand use of our software in the top 25 countries

as measured by gross domestic product.

As of December 31, 2024, sales to customers located in such countries represented 100% of our total

We intend to continue to make significant investments to expand our sales and drive adoption of our software throughout those

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31, 2024, we held two domain names, one registered in the United States and one registered in foreign jurisdictions.

We continually

review our development efforts to assess and identify the existence and patentability of new intellectual property.

We continually review

our development efforts to assess and identify the existence and patentability of new intellectual property.

terms of individual patents extend for varying periods of time, depending upon the date of filing of the patent application, the date

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rights could harm our business or our ability to compete.

of the COVID-19 Pandemic

December 2019, a novel coronavirus disease (“COVID-19”) was reported to have surfaced in Wuhan, China, and on March 11, 2020,

the World Health Organization characterized COVID-19 as a pandemic.

The pandemic, which has continued to spread, and the related adverse

public health developments, including orders to shelter-in-place, travel restrictions, and mandated business closures, have adversely

affected workforces, organizations, customers, economies, and financial markets globally, leading to an economic downturn and increased

market volatility.

It has also disrupted the normal operations of many businesses, including ours.

example, many cities, counties, states, and even countries have imposed or may impose a wide range of restrictions on the physical movement

of our employees, partners and customers to limit the spread of the pandemic, including physical distancing, travel bans and restrictions,

closure of non-essential business, quarantines, work-from-home directives, shelter-in-place orders, and limitations on public gatherings.

These measures have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas, both regionally and worldwide.

In March 2020, we temporarily closed our offices, including our corporate headquarters, suspended all company-related travel, and all

HeartCore Co.

employees were required to work from home for several months during the height of the pandemic.

We cancelled or shifted

our customer and industry events to virtual-only experiences.

Although we have begun to slowly re-open our offices on a staggered, region-by-region

basis in accordance with local authority guidelines, we may deem it advisable to similarly alter, postpone or cancel entirely additional

customer, employee or industry events in the future.

All of these changes may disrupt the way we operate our business.

In addition, our

management team has, and will likely continue, to spend significant time, attention and resources monitoring the pandemic and seeking

to minimize the risk of the virus and manage its effects on our business and workforce.

our company has been in existence for less than three years, our wholly owned operating subsidiary, HeartCore Co.

throughout the pandemic and continues to operate after the pandemic.

HeartCore Co.’s business is affected by a variety of

external factors related to the pandemic and post-pandemic that are beyond our control.

For existing customers, the pandemic had no

impact on the use of our software;

for new customers in the travel, hotel, airline, rail, and food service industries in the CX

division, the pandemic resulted in a decrease in new orders.

Although the effects of the pandemic are decreasing, we feel it will

take additional time before the economy is fully normalized.

In addition, the Japanese yen was weakening, so that sales in dollar

terms in 2023 were slightly lower than in 2022.

Regarding the impact of the pandemic on the DX sector, demand for our DX

software increased as large companies were forced to change their work patterns, forcing employees to work remotely.

During 2022, we

started the GO IPO business, which supports Japanese companies to list on Nasdaq and NYSE in the United States.

As of December 31,

2023, we have entered into consulting agreements with eleven companies to assist them in their IPO process, whereby we are entitled

to receive from each company a consulting fee that ranges from $380,000 to $900,000 and warrants or stock acquisition rights to

purchase one to four percent of the fully-diluted share capital of such companies that is exercisable on certain dates at an

exercise price of $0.01 or JPY1 per share.

The revenue in the GO IPO business helped to offset the decline in sales in the CX and DX

divisions in Japan.

duration and extent of the impact from the pandemic depends on future developments that cannot be accurately predicted at this time,

such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions and the disruption caused

by such actions, the effectiveness of vaccines and other treatments for COVID-19, and the impact of these and other factors on our employees,

customers, partners and vendors.

If we are not able to respond to and manage the impact of such events effectively, our business will

the extent the pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the

other risks described in the “Risk Factors” section, including, in particular, risks related to our dependence on customer

renewals, the addition of new customers and increased revenue from existing customer, risks that our operating results could be negatively

affected by changes in the sizes or types of businesses that purchase our platform and the risk that weakened global economic conditions

may harm our industry, business and results of operations.

were incorporated in the State of Delaware on May 18, 2021.

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entered into a share exchange and purchase agreement (“Sigmaways Agreement”)

to acquire 51% of the outstanding shares of 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 .

to acquire 51% of the outstanding shares of 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 .

The acquisition was closed on February 1, 2023.

the first quarter of 2023, we formed HeartCore Financial in the U.S.

and HeartCore Capital Advisors in Japan, as a part of our Go IPO

consulting business.

In the fourth quarter of 2023, we formed HeartCore Luvina Vietnam Company Limited in Vietnam, which is engaged in

the business of software development.

In February 2023, HeartCore

USA incorporated a wholly-owned subsidiary, HeartCore Capital Advisors, Inc.

(“HeartCore Capital Advisors”), in Japan.

Capital Advisors is engaged in the business of providing financial consulting services to Japanese companies.

In January 2024, HeartCore

Capital Advisors was meagered into HeartCore Co.

January 2023, HeartCore USA incorporated a wholly-owned subsidiary, HeartCore Financial, Inc.

(“HeartCore Financial”), under

the laws of the State of Delaware.

HeartCore Financial is engaged in the business of providing financial consulting services.

2024, we established a Japan Branch Office (“HeartCore Financial - Japan”), with focus on GO IPO consulting services

November 2023, HeartCore Japan established a 51% owned subsidiary in Vietnam, HeartCore Luvina Vietnam Company Limited

(“HeartCore Luvina”), which is engaged in the business of providing software development and other services and started

to operate in February 2024.

to Share Exchange Agreement - Information Services International-Dentsu Ltd.

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of the following matters pertaining to the Company or HeartCore Co.:

to the certificate of incorporation or articles of incorporation, limited to the creation of class shares, changes in the features

of common shares as class shares, establishment of or changes in share units, and other changes that may affect the position of common

shareholders;

a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings or corporate reorganization proceedings filed

by the Company, HeartCore Co.

Changes to the certificate

of incorporation or articles of incorporation, limited to the creation of class shares, changes in the features of common shares

as class shares, establishment of or changes in share units, and other changes that may affect the position of common shareholders;

Dissolution, a petition

for commencement of bankruptcy proceedings, civil rehabilitation proceedings or corporate reorganization proceedings filed by the

Company, HeartCore Co.

or its directors;

of demand for sale of the shares by Mr.

capital investment or other investments;

of new shares, stock options, convertible bonds or debentures;

disposition or cancellation of treasury shares, acquisition, disposition or cancellation of treasury stock acquisition rights, or

redemption, purchase, cancellation or acquisition of options or other rights;

split or reverse stock split;

company split, share exchange, share transfer or share delivery;

acquisition, suspension or abolition of all or a part of a business, consolidation of branch offices or commencement of new business;

business alliances or their dissolution;

of transfer of shares of the Company or HeartCore Co.

Approval of demand for

sale of the shares by Mr.

Loans, capital investment

or other investments;

Issuance of new shares,

stock options, convertible bonds or debentures;

Capital reduction;

Acquisition, disposition

or cancellation of treasury shares, acquisition, disposition or cancellation of treasury stock acquisition rights, or redemption,

purchase, cancellation or acquisition of options or other rights;

Stock split or reverse

Merger, company split,

share exchange, share transfer or share delivery;

Transfer, acquisition,

suspension or abolition of all or a part of a business, consolidation of branch offices or commencement of new business;

Significant business alliances

or their dissolution;

Approval of transfer of

shares of the Company or HeartCore Co.

(including sales by the Company of HeartCore Co.’s shares);

or disposition of shares of any related party of the Company or HeartCore Co.;

and dismissal of directors, executive officers, auditors, managers and other important employees;

transaction between HeartCore Co.

and its director which requires approval by the board of directors under the Japanese Companies

Act and any equivalent transaction between the Company and its director;

or change of important contracts or other legally significant juridical acts;

Establishment

of subsidiary and affiliates;

change of business plan.

Acquisition or disposition

of shares of any related party of the Company or HeartCore Co.;

Appointment and dismissal

of directors, executive officers, auditors, managers and other important employees;

Any transaction between

HeartCore Co.

and its director which requires approval by the board of directors under the Japanese Companies Act and any equivalent

transaction between the Company and its director;

Execution or change of

important contracts or other legally significant juridical acts;

Establishment of subsidiary

and affiliates;

Any change of business

to the Memorandum, to the extent not in conflict with the laws of the United States or the State of Delaware or the rules and regulations

1 unchanged sentence

agreed to notify Dentsu in advance when making a decision on the following matters pertaining to Mr.

petition for bankruptcy or commencement of civil rehabilitation proceedings filed by Mr.

A petition for bankruptcy

or commencement of civil rehabilitation proceedings filed by Mr.

Yamamoto himself;

or acquisition of shares of HeartCore Co.

Transfer or acquisition

of shares of HeartCore Co.

or its related parties;

debt guarantees or collateral;

filing of a lawsuit, settlement or conclusion of a suit not based on a judicial decision by Mr.

Yamamoto pertaining to a claim on

property rights;

or change of important contracts or other important juridical act;

of the shares held by Mr.

Loans, debt guarantees

or collateral;

The filing of a lawsuit,

settlement or conclusion of a suit not based on a judicial decision by Mr.

Yamamoto pertaining to a claim on property rights;

Conclusion or change of

important contracts or other important juridical act;

Offering of the shares

the extent not in conflict with the laws of the United States or the State of Delaware or the rules and regulations of any securities

4 unchanged sentences

also agreed to provide to Dentsu a summary of the following matters pertaining to the Company or HeartCore Co.:

arising from disasters or operations;

of a lawsuit by a third party which may affect its financial condition, or becoming subject to a judgment, or any order or award

equivalent thereto which may affect its financial condition;

for an injunction of the business or a provisional disposition order equivalent thereto, or conclusion of legal proceedings not based

on an order or a judgement by the court;

of license, suspension of business or other equivalent dispositions by an administrative agency based on laws and regulations, or

accusation by an administrative agency for violation of the laws;

or other reorganization involving the Company, HeartCore Co., or any of their related parties;

of a petition for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate

reorganization proceedings, commencement of special liquidation or enforcement of the corporate security interest by a third party,

suspension of payments or dishonor of bills or checks with regard to HeartCore Co.

Damage arising from disasters

or operations;

Filing of a lawsuit by

a third party which may affect its financial condition, or becoming subject to a judgment, or any order or award equivalent thereto

which may affect its financial condition;

Petition for an injunction

of the business or a provisional disposition order equivalent thereto, or conclusion of legal proceedings not based on an order or

a judgement by the court;

Revocation of license,

suspension of business or other equivalent dispositions by an administrative agency based on laws and regulations, or accusation

by an administrative agency for violation of the laws;

Merger or other reorganization

involving the Company, HeartCore Co., or any of their related parties;

Filing of a petition for

commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization

proceedings, commencement of special liquidation or enforcement of the corporate security interest by a third party, suspension of

payments or dishonor of bills or checks with regard to HeartCore Co.

or the Company;

of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings,

commencement of special liquidation or petition for exercise of corporate security interest, suspension of payments or dishonor of

bills or checks pertaining to the Company, HeartCore Co.

Commencement of bankruptcy

proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement

of special liquidation or petition for exercise of corporate security interest, suspension of payments or dishonor of bills or checks

pertaining to the Company, HeartCore Co.

or any of its related parties;

of transactions with material customers, suppliers, distributors, agents, or other business partners;

occurrence of risk of default by an obligor of the Company or HeartCore Co., or a principal obligor of a guarantee obligation of

which the Company or HeartCore Co.

Suspension of transactions

with material customers, suppliers, distributors, agents, or other business partners;

The occurrence of risk

of default by an obligor of the Company or HeartCore Co., or a principal obligor of a guarantee obligation of which the Company or

HeartCore Co.

is a guarantor;

of debts by creditors, reduction or extension of interest or assumption or repayment of debts by third parties.

Cancellation of debts by

creditors, reduction or extension of interest or assumption or repayment of debts by third parties.

addition, to the extent permitted by applicable law, and provided that legal counsel to the Company does not advise the Company that

3 unchanged sentences

report in writing the summary of the following matters that occurred to the investors:

of a lawsuit by a third party which may affect the financial condition of Mr.

Yamamoto, or becoming subject to a judgement or any

order or award equivalent thereto which may affect the financial condition of Mr.

for commencement of bankruptcy or civil rehabilitation proceedings, suspension of payment or dishonor of bill or check by a third

Filing of a lawsuit by

a third party which may affect the financial condition of Mr.

Yamamoto, or becoming subject to a judgement or any order or award

equivalent thereto which may affect the financial condition of Mr.

Petition for commencement

of bankruptcy or civil rehabilitation proceedings, suspension of payment or dishonor of bill or check by a third party.

to the Memorandum, Dentsu has the right to demand that Mr.

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Party Transactions

As of December

31, 2023 and 2022, the Company had a due to related party balance of $1,476 and $402, respectively, from Sumitaka Yamamoto, the Chief

Executive Officer (“CEO”) and major shareholder of the Company.

The balance is unsecured, non-interest bearing and due on

During the year ended December 31, 2023, the related party paid operating expenses on behalf of the Company and received the payments

As of December 31, 2024 and

2023, the Company had a due to related parties balance of $47 and $1,476, respectively, from Sumitaka Yamamoto, the Chief Executive Officer

(“CEO”) and major shareholder of the Company.

The balance is unsecured, non-interest bearing and due on demand.

year ended December 31, 2024, the Company repaid to the related party for operating expenses the related party paid on behalf of the Company

in a net amount of $1,338.

During the year ended December 31, 2022, the Company repaid to the related party for operating expenses the

related party paid on behalf of the Company in a net amount of $575.

As of December

31, 2023 and 2022, the Company has a loan receivable balance of $227,704 and $294,919, respectively, from Heartcore Technology Inc., a

company controlled by the CEO of the Company.

The loan was made to the related party to support its operation.

The balance is unsecured,

bears an annual interest of 1.475%, and requires repayments in installments starting from February 2022.

During the years ended December

31, 2023 and 2022, the Company received repayments of $45,404 and $44,871, respectively, from this related party.

period from January 1, 2022 through January 13, 2022, the Company completed a private placement, in which, it issued 30,000 shares of

common shares at a purchase price of $2.50 per share to the officers of the Company for an aggregate amount of $75,000.

August 10, 2021, the Company and Dentsu Digital Investment Limited (“Dentsu Digital”) entered into a Stock Purchase Agreement,

pursuant to which the Company has agreed to purchase the 278 shares of HeartCore Co.

from Dentsu Digital in accordance with certain terms

and conditions in the Stock Purchase Agreement.

In accordance with the terms of the Stock Purchase Agreement, the Company was to purchase

the 278 shares of HeartCore Co.

from Dentsu Digital for 50,040,000 Japanese Yen (approximately $435,500) on the earlier of the (i) the

date the SEC declares effective a registration statement on Form S-1, for a firm commitment underwritten initial public offering of common

stock, filed by the Company with the SEC or (ii) December 20, 2022.

On February 24, 2022, the Company purchased 278 shares of HeartCore

from Dentsu Digital for 50,040,000 Japanese Yen (approximately $435,500).

As a result, effective February 24, 2022, HeartCore Co.

is a wholly owned subsidiary of the Company.

November 3, 2021, the Company redeemed 484,056 shares issued of HeartCore Enterprises, Inc.

from the CEO of the Company for $1 in total

for the shares related to the early exercise of stock options the CEO held on behalf of the Company.

the period from October 27, 2021 through January 13, 2022, the Company issued 400,000 shares of common stock at a purchase price of $2.50

per share (for an aggregate of $1,000,000 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation

D of the Securities Act.

Board of Directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) on August 6, 2021.

2021 Plan, 2,400,000 shares of common stock are authorized for issuance to employees, directors and independent contractors (except those

performing services in connection with the offer or sale of the Company’s securities in a capital raising transaction, or promoting

or maintaining a market for the Company’s securities) of the Company or its subsidiary.

The 2021 Plan authorizes equity-based and

cash-based incentives for participants.

December 25, 2021, the Company awarded options to purchase 1,534,500 shares of common stock pursuant to our 2021 Plan at an exercise

price of $2.50 per share to various officers, directors, employees and consultants of the Company.

The options vest on each annual anniversary

of the date of issuance, in an amount equal to 25% of the applicable shares of common stock, subject to the terms and conditions of the

2021 Plan and the option award agreements pursuant to which the options were awarded.

February 9, 2022, the Company entered into executive employment agreements with five executives and granted 85,820 restricted stock units

pursuant to the 2021 Plan.

These common stock vest on each annual anniversary of the date of the employment agreement, in an amount equal

to 25% of the applicable shares of common shares.

February 25, 2022, the Company entered into a service agreement with a marketing company to purchase 6-month marketing services and granted

83,333 restricted stock units.

The restricted stock units were issued and vested on May 15, 2022.

August 2, 2022, the Company awarded options to purchase 2,000 shares of common stock pursuant to our 2021 Plan at an exercise price of

$2.94 per share to an employee.

The options vest on each annual anniversary of the date of issuance, in an amount equal to 25% of the

applicable shares of common stock, subject to the terms and conditions of the 2021 Plan and the option award agreements pursuant to which

the options were awarded.

August 9, 2022, the Company awarded options to purchase 14,500 shares of common shares at an exercise price of $2.48 per share to three

prior employees of the Company.

The options are fully vested and exercisable on the grant date, with the expiration date on August 9,

During the year ended December 31, 2023, the related party paid operating expenses on behalf of the Company

and received the payments in a net amount of $1,123.

As of December 31, 2024 and

2023, the Company had a due to related parties balance of $885 and nil, respectively, from Luvina Software Joint Stock Company (“Luvina

Software”), the non-controlling interest shareholder of HeartCore Luvina.

The balance is unsecured, non-interest bearing and due

During the year ended December 31, 2024, the related party paid operating expenses on behalf of the Company in the amount of

As of December 31, 2024 and 2023, the Company had an accounts payable and accrued expenses balance of $47,199 and nil, respectively,

to Luvina Software.

During the year ended December 31, 2024, the Company engaged the related party for software development and other

support services in the amount of $202,288.

As of December 31, 2024 and

2023, the Company had a loan receivable balance of $164,067 and $227,704, respectively, from Heartcore Technology Inc., a company controlled

by the CEO of the Company.

The loan is made to the related party to support its operation.

The balance is unsecured, bears an annual interest

of 1.475%, and requires repayments in installments starting from February 2022.

During the years ended December 31, 2024 and 2023, the

Company received repayments of $42,104 and $45,404, respectively, from this related party.

As of December 31, 2024 and

2023, the Company had a short-term debt balance of $75,000 and nil, respectively, to Prakash Sadasivam, the CEO of Sigmaways and Chief

Strategy Officer (“CSO”) of the Company.

The debt is borrowed from the related party for working capital purpose.

is unsecured, bears an annual interest of 7.5%, and matures on June 30, 2025.

February 3, 2023, the Company granted stock options to an employee to purchase 100,000 common shares at an exercise price of $1.17 per

10 unchanged sentences

officers, or non-employee directors pursuant to the 2023 Plan.

On August 25, 2023, the Company

awarded options to purchase 2,000 shares of common stock pursuant to our 2021 Plan at an exercise price of $1.10 per share to an employee.

The options vest on each annual anniversary of the date of issuance, in an amount equal to 25% of the applicable shares of common stock,

subject to the terms and conditions of the 2021 Plan and the option award agreements pursuant to which the options were awarded.

Public Offering

February 14, 2022, we closed our initial public offering of 3,000,000 shares of common stock at a public offering price of $5.00 per

share, for aggregate gross proceeds of $15.0 million, before deducting underwriting discounts, commissions, and other offering expenses.

Our common stock began trading on the Nasdaq Capital Market on February 10, 2022, under the symbol “HTCR”.

Boustead Securities,

LLC acted as the sole managing underwriter and bookrunner for the offering.

August 25, 2023, the Company awarded options to purchase 2,000 shares of common stock pursuant to our 2021 Plan at an exercise price

of $1.10 per share to an employee.

The options vest on each annual anniversary of the date of issuance, in an amount equal to 25% of

the applicable shares of common stock, subject to the terms and conditions of the 2021 Plan and the option award agreements pursuant

to which the options were awarded.

On October 1, 2024, the Company

issued an aggregate 69,653 shares of common stock pursuant to the 2023 Plan.

The common stock was fully vested upon issuance.

the Market Offering

12 unchanged sentences

supplement and accompanying base prospectus relating to the offering of the Shares.

Repurchase Program

June 1, 2022, the Board of Directors approved a share repurchase program (“2022 Share

Repurchase Program”), pursuant to which the Company is authorized to repurchase up to $3.5 million of its outstanding common shares.

The timing and amount of repurchases under the program are determined by the Company’s management based on its evaluation of market

conditions and other factors.

This program has no set termination date and may be suspended or discontinued at any time.

the period from June 1, 2022 through September 30, 2022, the Company repurchased 1,349,390

shares of common shares at an average price of $2.59 per share totaling approximately $3.5 million (including commissions) under the

2022 Share Repurchase Program.

As of September 30, 2022, the Company has used up the entire balance authorized under the 2022 Share Repurchase

October 18, 2022, the Board of Directors approved to retire all the repurchased shares.

As of December 31, 2022, all of the 1,349,390 treasury shares have been retired.

October 26, 2023, we 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 forth in

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 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, to resolve the deficiency and regain compliance with this rule.

Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price

for the last 30 consecutive business days, the Company no longer meets this requirement.

The Bid Price Notice indicated that the Company

will be provided 180 calendar days, or until April 23, 2024, in which to regain compliance.

If at any time during this period the closing

bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Nasdaq Staff

will 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 the

continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing

on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to

cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted

an additional 180 calendar days to regain compliance with Rule 5550(a)(2).

can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance

with the other listing requirements.

The Company is considering actions that it may take in response to the Bid Price Notice in order

to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.

corporate headquarters are located at 1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan, where we lease approximately 7,863 rentable

square feet of office space from an unaffiliated third party.

This lease has an original term ending in September 2025 with automatic

two-year renewal option.

Terms of the office lease provide for a base rent payment of $23,475 per month and a

share of sales taxes of $2,348 per month.

We also have an office at 2-4-35, Mekaru, Naha-city, Okinawa, Japan, where we lease approximately

890 rentable square feet of office space from an unaffiliated third party.

This lease has an original term ending in August 2024 with

automatic annual renewal option.

Terms of the Okinawa office lease provide for a base rent payment of $1,270 per month and

a share of sales taxes of $127 per month.

The office of HeartCore Capital

Advisors, Inc.

are located at 3-2-5 Kasumigaseki, Chiyoda-ku, Tokyo, Japan, where we lease approximately 1,379 rentable square feet of

office space from an unaffiliated third party.

On February 29, 2024, the

Company entered into a warrants transfer agreement with a non-related company to sell partial of the warrants it received from a customer

(“Consulting Customer”) as noncash consideration from consulting services for $9,000,000 in cash.

The warrants to be transferred

are exercisable only upon its Consulting Customer’s consummation of the Merger with a special purpose acquisition company or the

occurrence of other fundamental events defined in the warrant agreement it had with the Consulting Customer.

The Company completed its

sale of warrants in September 2024 and recorded $3,970,628 in loss on sale of warrants from this transaction.

On March 29, 2024, the Board

of Directors declared a cash dividend of $0.02 per share of the Company’s common stock.

The dividend was paid on May 3, 2024 to

stockholders of record as of April 26, 2024, resulting in an aggregate of $417,283 in total dividends paid by the Company.

On July 22, 2024, the Board

of Directors declared a cash dividend of $0.02 per share of the Company’s common stock.

The dividend was paid on August 26, 2024

to stockholders of record as of August 19, 2024, resulting in an aggregate of $417,283 in total dividends paid by the Company.

The Company may continue to

issue quarterly dividends going forward, contingent upon the Board of Directors’ approval, following review of the Company’s

then-current financial results.

Future dividends, if any, may be less than, equal to or greater than recent dividends.

Our corporate headquarters are located at 1-2-33, Higashigotanda, Shinagawa-ku,

Tokyo, Japan, where we lease approximately 7,863 rentable square feet of office space from an unaffiliated third party.

This lease has

an original term ending in September 2025 with an automatic two-year renewal option.

Terms of the office lease provide for a base rent

payment of $21,769 per month and a share of sales taxes of $2,177 per month.

In February 2024, we terminated the lease of our previous

Okinawa branch office located at 2-4-35, Mekaru, Naha-city, Okinawa, Japan.

We subsequently entered into a new lease agreement for our

current Okinawa branch office at 381-1, Asato, Naha-city, Okinawa, Japan, which we lease from an unaffiliated third party.

has an original term ending in August 2024, with automatic three-month renewals thereafter.

Terms of the Okinawa office lease provide

for a base rent payment of $915 per month and a share of sales taxes of $92 per month.

The Japan branch office of HeartCore Financial, Inc.

is located at

3-2-5 Kasumigaseki, Chiyoda-ku, Tokyo, Japan, where we lease approximately 1,379 rentable square feet of office space from an unaffiliated

This lease has lease term ending in June 2026.

Terms of the office lease provide for a

base rent payment of $9,428 per month and a share of sales taxes of $943 per month.

office of Sigmaways, Inc.

are located at 39737 Paseo Padre PKWY, Suite C1 Fremont, CA, the United States, where we lease approximately

765 square feet of office space from an unaffiliated third party with lease term ending in December 2024.

Terms of the office lease provide

for a base rent payment of $1,810 per month.

Terms of the office lease provide for a base rent payment of $8,743 per month

and a share of sales taxes of $874 per month.

The office of Sigmaways,

is located at 39737 Paseo Padre PKWY, Suite C1 Fremont, CA U.S., where we lease approximately 765 square feet of office space

from an unaffiliated third party with lease term expected to end in December 2025.

Terms of the office lease provide for a base rent

payment of $1,868 per month.

The office of HeartCore Luvina Vietnam Company Limited is located at

Software Park Building, No.2 Quang Trung, Hai Chau district, Da Nang City, Vietnam, where we lease approximately 915 square feet of office

space from an unaffiliated third party with lease term ending in January 2026.

Terms of the office lease provide for a quarterly base

rent payment of $2,516.

and Human Capital Management

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As a result, we consistently focus on how we can continue to help employees grow, both personally and professionally.

2009, we have expanded beyond our Japanese headquarters to several offices globally and have built a large remote community.

we are operating primarily from our office in Japan.

As of December 31, 2023, we had 99 full-time employees.

None of our employees

is represented by a union.

We consider our relations with our employees to be good.

Our culture is built on the firm belief that personal and professional growth is just as important as business

We believe the best people do not only fit our culture, they further it.

Inclusion, and Belonging.

We have launched various initiatives to further our goal of being a more diverse, inclusive, and

equitable workplace.

We have a team dedicated to diversity, inclusion, and belonging initiatives, including but not limited to, hiring

goals focused on increasing black, indigenous and people of color representation company-wide, anti-racism training for employees

and managers, key external partnerships, and our annual diversity report.

and Benefits.

Since 2009, we have expanded beyond our Japanese headquarters to several

offices globally and have built a large remote community.

Currently, we are operating primarily from our office in Japan.

As of December

31, 2024, we had 91 full-time employees.

None of our employees is represented by a union.

We consider our relations with our employees

Culture and Values.

Our culture is built on the firm belief that personal and professional growth is just as important as business growth.

believe the best people do not only fit our culture, they further it.

Diversity, Inclusion,

and Belonging.

We have launched various initiatives to further our goal of being a more diverse, inclusive, and equitable

We have a team dedicated to diversity, inclusion, and belonging initiatives, including but not limited to, hiring goals

focused on increasing black, indigenous and people of color representation company-wide, anti-racism training for employees and managers,

key external partnerships, and our annual diversity report.

Compensation and

We provide competitive compensation and benefits for our employees globally.

Our compensation packages may

include base salary, commission or semi-annual bonuses, and stock-based compensation.

Our compensation packages may include

base salary, commission or semi-annual bonuses, and stock-based compensation.

We evaluate both compensation and benefit offerings

on an annual basis to ensure competitiveness of both programs and we make adjustments as needed.

Workplace Awards.

We are proud to be named a Best Place to Work in 2020 and 2021 by Ministry of Economy, Trade and Industry Japan.

Culture and COVID-19.

Like other companies, we have learned to adapt during the pandemic.

We have prioritized employee safety

and transparency during the pandemic and continue to do so, ensuring all employees are set up to work remotely and providing clarity

on office closures and evolving guidelines, where possible.

In the third quarter of 2020, we made the decision to permanently move

to a hybrid workplace model, which means that as of January 1, 2021, our employees have the option to be fully remote, work full-time

from one of our offices, or have the flexibility to work between office and remotely.

This move provides our employees with continued

flexibility, following the pandemic, to work in person, remotely, or in a hybrid model.

This will enable us to grow better in serving

our customers.

business is and will continue to be subject to extensive U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business