OTHER INFORMATION
−Removed: (b) There have been no material changes to the
−Removed: procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to
−Removed: the requirements of Item 407(c)(3) of Regulation S-K.
−Removed: (c) During the quarter ended June 30, 2025, no
−Removed: director or officer of the Company adopted or terminated a contract, instruction or written plan for the purchase or sale of securities
−Removed: of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.
−Removed: Description of Document
−Removed: HeartCore Enterprises, Inc.
−Removed: Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Amendment No.
−Removed: 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
−Removed: Consulting and Services Agreement, dated as of May 30, 2025, by and between the registrant and tmsuk Co.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 3, 2025).
−Removed: OEM Sales Agreement, dated as of June 23, 2025, by and between HeartCore Co., Ltd.
−Removed: and Silver Egg Technology CO., Ltd.
−Removed: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2025).
−Removed: Purchase Agreement, dated June 30, 2025, by and between HeartCore Enterprises Inc.
−Removed: and Crom Structured Opportunities Fund I, LP
−Removed: (incorporated by reference to Exhibit 10.1 to Amendment No.
−Removed: 1 to the Company’s Current Report on Form 8-K/A filed on July 7,
−Removed: Registration Rights Agreement for Advance Shares, dated June 30, 2025, by and between HeartCore Enterprises Inc.
−Removed: and Crom Structured Opportunities Fund I, LP (incorporated by reference to Exhibit 10.2 to Amendment No.
−Removed: 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
−Removed: Securities Purchase Agreement, dated June 30, 2025, by and between HeartCore Enterprises Inc.
−Removed: and Crom Structured Opportunities Fund I, LP (incorporated by reference to Exhibit 10.3 to Amendment No.
−Removed: 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
−Removed: Registration Rights Agreement for Conversion Shares, dated June 30, 2025 by and between HeartCore Enterprises Inc.
−Removed: and Crom Structured Opportunities Fund I, LP (incorporated by reference to Exhibit 10.4 to Amendment No.
−Removed: 1 to the Company’s Current Report on Form 8-K/A filed on July 7, 2025).
+Added: There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since
+Added: we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
+Added: During the quarter ended September 30, 2025, no HeartCore USA director or officer adopted or terminated a contract, instruction or
+Added: written plan for the purchase or sale of HeartCore USA securities intended to satisfy the affirmative defense
+Added: conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.
+Added: Finder’s Agreement, dated as of May 23, 2025, by and between the registrant and Moody Capital Solutions, Inc.
+Added: (incorporated by reference to Exhibit 10.61 to Pre-Effective Amendment No.
+Added: 1 to the registrant’s registration statement on Form S-1 (File No.
+Added: 333-288937) filed on August 29, 2025).
+Added: Purchase Agreement, dated as of October 31, 2025, by and between the registrant and Smith Japan Holdings KK (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 31, 2025, as amended).
Rule 13a-14(a) Certification of Principal Executive Officer.
3 unchanged sentences
Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase
−Removed: Inline XBRL Taxonomy Extension Labels Linkbase
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: Inline XBRL Taxonomy Extension
+Added: Schema Document
+Added: Inline XBRL Taxonomy Extension
+Added: Calculation Linkbase
+Added: Inline XBRL Taxonomy Extension
+Added: Definition Linkbase
+Added: Inline XBRL Taxonomy Extension
+Added: Labels Linkbase
+Added: Inline XBRL Taxonomy Extension
+Added: Presentation Linkbase
+Added: Cover Page Interactive
+Added: Data File (embedded within the Inline XBRL document)
Filed herewith.
Furnished herewith.
−Removed: Pursuant to the requirements of the Securities
−Removed: and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
−Removed: HEARTCORE ENTERPRISES, INC.
−Removed: August 13, 2025
−Removed: /s/ Sumitaka Yamamoto
+Added: 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
+Added: undersigned, thereto duly authorized.
+Added: ENTERPRISES, INC.
+Added: November 18, 2025
Sumitaka Yamamoto
−Removed: Chief Executive Officer and President (principal executive officer)
−Removed: August 13, 2025
−Removed: /s/ Qizhi Gao
−Removed: Chief Financial Officer (principal financial officer and principal accounting officer)
+Added: Sumitaka Yamamoto
+Added: Chief Executive Officer and President (principal executive
+Added: November 18, 2025
+Added: Chief Financial Officer (principal financial officer
+Added: 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.