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Item 5. Other Information

2023-05-22 compared with 2022-11-14 · 48 added, 39 removed, 16 unchanged (84% of the section changed)

2 unchanged sentences

Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

Amendment No.

1 to Consulting and Services Agreement, dated as of August 17, 2022, by and between the registrant and Syla Technologies Co.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on August 18, 2022).

Common Stock Purchase Warrant issued on August 17, 2022 by Syla Technologies Co.

to the registrant (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on August 18, 2022).

Share Exchange and Purchase Agreement, dated as of September 6, 2022, by and among the registrant, Sigmaways, Inc.

and Prakash Sadasivam (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2022).

Consulting and Services Agreement, dated as of October 20, 2022, by and between HeartCore Enterprises, Inc.

and Metros Development Co., Ltd.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Common Stock Purchase Warrant, issued on October 20, 2022, by Metros Development Co., Ltd.

in favor of HeartCore Enterprises, Inc.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Consulting and Services Agreement, dated as of October 20, 2022, by and between HeartCore Inc.

and Metros Development Co., Ltd.

(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Common Stock Purchase Warrant, issued on October 20, 2022, by Metros Development Co., Ltd.

in favor of HeartCore Inc.

(incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Termination of Consulting and Services Agreement and Warrant, dated as of October 26, 2022, by and between HeartCore Inc.

and Metros Development Co., Ltd.

(incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Amendment No.

1 to Consulting and Services Agreement, dated as of October 26, 2022, by and between HeartCore Enterprises, Inc.

and Metros Development Co., Ltd.

(incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Common Stock Purchase Warrant, issued on October 26, 2022, by Metros Development Co., Ltd.

in favor of HeartCore Enterprises, Inc.

(incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the SEC on October 26, 2022).

Amendment No.

1 to Executive Employment Agreement, dated as of October 28, 2022, by and between the registrant and Sumitaka Yamamoto.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2022).

Rule 13a-14(a) Certification of Principal Executive Officer.

Rule 13a-14(a) Certification of Principal Financial Officer.

Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.

and Services Agreement, dated as of January 11, 2023, by and between the registrant and kk.BloomZ (incorporated by reference to Exhibit

10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 17, 2023).

Stock Purchase Warrant, issued on January 11, 2023, by kk.BloomZ in favor of the registrant (incorporated by reference to Exhibit

10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on January 17, 2023).

2 to Share Exchange and Purchase Agreement, dated as of February 1, 2023, by and among the registrant, Sigmaways, Inc.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on

February 6, 2023).

Stock Purchase Warrant, dated February 1, 2023.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report

on Form 8-K filed with the SEC on February 6, 2023).

Agreement, dated February 1, 2023, by and between the registrant and Prakash Sadasivam (incorporated by reference to Exhibit 10.3

to the registrant’s Current Report on Form 8-K filed with the SEC on February 6, 2023).

and Restated Common Stock Purchase Warrant, dated February 6, 2023.

(incorporated by reference to Exhibit 10.4 to the registrant’s

Current Report on Form 8-K/A filed with the SEC on February 10, 2023).

to Share Exchange and Purchase Agreement, dated as of February 8, 2023, by and among the registrant, Sigmaways, Inc.

Sadasivam (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K/A filed with the SEC on

February 10, 2023).

and Services Agreement, dated as of March 13, 2023, by and between the registrant and Libera Gaming Operations, Inc.

(incorporated

by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 16, 2023).

Stock Purchase Warrant, dated March 13, 2023, issued by Libera Gaming Operations, Inc.

to the registrant (incorporated by reference

to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on March 16, 2023).

and Services Agreement, dated as of March 13, 2023, by and between the registrant and ICheck Co., Ltd.

(incorporated by reference

to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on March 16, 2023).

Stock Purchase Warrant, dated March 13, 2023, issued by ICheck Co., Ltd.

to the registrant (incorporated by reference to Exhibit

10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on March 16, 2023).

Exchange and Termination Agreement, dated as of March 22, 2023, by and between the registrant and Prakash Sadasivam (incorporated

by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2023).

and Services Agreement, dated as of April 4, 2023, by and between the registrant and rYojbaba Inc.

(incorporated by reference to

Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 11, 2023).

Stock Purchase Warrant, dated April 4, 2023, issued by rYojbaba Inc.

to the registrant.

(incorporated by reference to Exhibit 10.2

to the registrant’s Current Report on Form 8-K filed with the SEC on April 11, 2023).

Note Purchase Agreement, dated as of May 2, 2023, by and between the registrant and ZEROSPO (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2023).

Promissory Note, dated as of May 2, 2023, issued by ZEROSPO in favor of the registrant (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2023).

13a-14(a) Certification of Principal Executive Officer.

13a-14(a) Certification of Principal Financial Officer.

Certification

Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive

Officer and Principal Financial Officer.

XBRL Instance Document

5 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document)

contract or compensatory plan, contract or arrangement.

Filed herewith.

to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the

1 unchanged sentence

ENTERPRISES, INC.

November 14, 2022

Sumitaka Yamamoto

Executive Officer and President (principal executive officer)

November 14, 2022

Financial Officer (principal financial officer and principal accounting officer)

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-Q

Item 5. Other Information