Item 5. Other Information
ITEM
5. OTHER INFORMATION
(a)
None.
(b)
There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since
we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
(c)
During the quarter ended September 30, 2025, no HeartCore USA director or officer adopted or terminated a contract, instruction or
written plan for the purchase or sale of HeartCore USA securities intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.
ITEM
6. EXHIBITS
Exhibit
Number
Description
of Document
10.1
Finder’s Agreement, dated as of May 23, 2025, by and between the registrant and Moody Capital Solutions, Inc. (incorporated by reference to Exhibit 10.61 to Pre-Effective Amendment No. 1 to the registrant’s registration statement on Form S-1 (File No. 333-288937) filed on August 29, 2025).
10.2
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).
31.1*
Rule 13a-14(a) Certification of Principal Executive Officer.
31.2*
Rule 13a-14(a) Certification of Principal Financial Officer.
32.1**
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.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension
Schema Document
101.CAL*
Inline XBRL Taxonomy Extension
Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension
Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension
Labels Linkbase
101.PRE*
Inline XBRL Taxonomy Extension
Presentation Linkbase
104*
Cover Page Interactive
Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished herewith.
14
SIGNATURES
Pursuant
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
undersigned, thereto duly authorized.
HEARTCORE
ENTERPRISES, INC.
Dated: November 18, 2025
By:
/s/
Sumitaka Yamamoto
Sumitaka Yamamoto
Chief Executive Officer and President (principal executive
officer)
Dated: November 18, 2025
By:
/s/
Qizhi Gao
Qizhi Gao
Chief Financial Officer (principal financial officer
and principal accounting officer)
15
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.