What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-31 · 341 added, 1622 removed, 27 unchanged (99% 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

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.

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 information.

Unless the context otherwise requires, references herein to

“we,” “us” or the “Company” refer to HeartCore Enterprises, Inc.

(“HeartCore USA”)

and its consolidated subsidiaries, including HeartCore Financial, Inc.

(“HeartCore Financial”) and its branch

office in Japan, Higgs Field Co., Ltd.

(“Higgs Field”), HeartCore Luvina Vietnam Company Limited (“HeartCore

Luvina”), and Sigmaways, Inc.

(“Sigmaways”) and its subsidiaries.

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

We provide software through two business units.

The first business

unit, our CX division, includes a customer experience management business (the “CXM Platform”) that has been in existence

for 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 support

to help customers be successful with our CXM Platform.

second 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 innovation

team to develop software that supports the narrow needs of large enterprise customers.

have made significant investments in our sales and marketing efforts globally.

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

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

must manage a huge amount of content, collaborate with other kinds of business processes, and build infrastructure to fulfill customers’

To make it happen, companies need a content management system that allows easy implementation of a wide range of features including

content creation, analysis, search capability and access controls into their websites, and enables them to deliver and receive content

at the best time responding market changes.

A customer experience management system is also becoming essential for companies to manage

customers and deliver personalized content based on the users’ behavior, device, location and context.

A customer experience management

system is also required to analyze big data to deliver even the subconscious wants and needs of customers.

Furthermore, these capabilities

are not supposed to be limited to general websites but also to various kinds of services such as E-commerce, smartphone sites, smartphone

apps, social networking services, blogs, and digital signage.

Content management systems and customer experience management systems need

to provide rich features to fill the new generation of customers’ needs.

Transformation Business

Process Automation (“RPA”) is a technology that allows automation for a defined set of tasks.

RPA robots can emulate most

human-computer interactions to carry out error-free tasks at high volume and speed.

Some common tasks RPA can do include:

(ii) process sales orders;

(iii) account reconciliation;

(iv) enterprise resource planning data entry for core processes

such as finance, human resources, manufacturing, supply chain, services, and procurement;

(v) employee onboarding;

(vi) payroll;

(vii) data queries.

companies have strived to automate, it has become more and more challenging to identify RPA opportunities.

This has included uncovering

processes that would be good candidates for automation and having fundamental metrics about those processes (via task mining and process

mining technology) at their disposal – like utilization and the specific steps in the process if it is not already documented –

to aid them in their decision.

mining is a technology that enables organizations to discover, understand, and analyze the tasks employees perform as they relate to

completing larger processes.

Task mining software works by monitoring the actions users take.

A recorder is installed on an employee’s

computer to capture their interactions in the different applications they use, recording data like keystrokes, clicks, data entry, etc.,

to uncover how tasks are completed within the organization.

The purpose of using task mining software is to discover and understand the

tasks employees are performing.

The ultimate objective is to find ways to improve how those tasks are carried out or automate them to

increase operational efficiency, reduce errors, and improve employee engagement.

mining is a technology that investigates the mountains of data in enterprise event logs to discover and present end-to-end processes

that the organization is performing to complete work.

Event logs are essentially banks of data that store different information.

benefit of process mining software is that it presents the process it successfully mined, along with the process’ variants and

suggestions on how to optimize and improve that process.

Like task mining, the most common use case for adopting process mining technology

is to improve processes, with the ideal goal of automating them for all the benefits and returns that come with automation, like improved

customer and employee experiences.

Characteristics

Growth of Cloud-Based Applications Creating a New Era of IT Complexity.

Businesses around the world are spending hundreds of billions

of dollars to adopt applications that help advance digital transformation and drive competitive advantages.

With the proliferation of

cloud technologies and SaaS, traditional software suites have been disaggregated into point solutions.

For example, human capital management

software has been segregated across recruiting, payroll, benefits administration, and other key business functions.

As a result, enterprises

have transitioned from managing a handful of multi-purpose, largely on-premises applications to managing hundreds and even thousands

of specialized point solutions deployed across on-premises, cloud, and hybrid environments.

According to the Wall Street Journal, in

2019 the number of software applications deployed by large firms across all industries worldwide had increased by approximately 70% over

the previous four years.

These applications, which were generally not designed for interoperability, run in tandem with long-running,

legacy technologies.

The increasing volume of applications has a compounding effect on the complexity of business processes and the IT

environments that support them.

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.

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

While specialized applications deliver

extensive functionality, they do not account for the full spectrum of how work gets done.

The proliferation of specialized applications

has resulted in humans being the connective tissue in an enterprise, working across a wide range of applications that individually are

not built to address the needs of the actual processes they are supporting.

As a result, activities performed by many workers today are

still manual, mundane, and administrative tasks, limiting workers from focusing on higher-value activities that can directly improve

business performance.

is the New Frontier of Competitive Differentiation .

Enterprises are demanding a new approach to unify, tailor, and run applications

without significant IT resources or changes to existing infrastructure.

Automation enables organizations to design and optimize business

processes to improve productivity and business performance.

Additionally, automation solutions that can accurately and consistently emulate

human behavior can work within existing business processes in a way that traditional applications cannot.

This allows businesses to harness

the power of specialized applications in a differentiated manner.

With the ability to emulate human behavior, this new approach to automation

is disrupting traditional automation and transforming data-processing work by allowing customers to find efficiencies without materially

changing business processes and supporting infrastructure.

Workers to Automate their Personal Workflows is Leading to a Democratization of Automation.

The emerging workforce is graduating

with increasingly advanced technical skills and training in automation.

Individuals are entering the workforce with higher expectations

related to job impact, satisfaction, and efficiency, and view software as a driving force in realizing those expectations.

organizations are looking to empower workers with tools to optimize the more tedious parts of their jobs.

The combination of technology

that can emulate human behavior and a workforce with the knowledge and tools to create their own automations has enabled enterprises

to begin to automate a significant number of use cases, from individual tasks to enterprise-wide processes.

of Skilled Human Capital is Accelerating the Evolution Towards the Fully Automated Enterprise.

The cost of skilled human capital

continues to rise due to growing demand.

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.

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

number of technology companies have attempted to address the automation needs of organizations through the application of business process

management, application development software offerings, RPA tools, and AI point offerings, as well as other horizontal software applications.

However, these existing offerings are challenged by a number of inherent limitations, including:

of An End-to-End Software.

Many existing automation software offerings are point technologies and cannot offer end-to-end automation

capabilities on an integrated software.

Capable of Emulating Human Behavior, Relying too Heavily on APIs.

Many existing offerings do not effectively integrate AI computer

vision and machine learning (“ML”) capabilities needed to accurately identify and emulate human actions in conjunction with

Without these capabilities, organizations are limited to pursuing automation only within the narrow pathways permitted by existing

Even when applications have an API, the functionality provided often does not fully capture what is required to conduct the business

As the scope of a task or process expands from a single, discrete action to a sequence of multiple steps and sub-processes,

the limitation in scope and complexity of supported API actions becomes more of an impediment to fully emulating the process.

This frequently

prevents this work from being truly automated solely through APIs alone.

Bringing APIs together with an emulative approach made possible

by AI computer vision and machine learning greatly expands the use cases for automation.

to Automate Across Applications.

While business processes typically involve multiple applications, many existing automation capabilities

are built into specific applications and are limited in their ability to automate business processes across multiple applications.

we believe enterprises build inefficient business processes to compensate for limited cross-functional automation capabilities.

to Link AI Capabilities to Execution.

AI and ML (“AI/ML”) capabilities are needed to automate cognitive, high-value tasks.

In recent years, enterprises have made significant investments in developing AI/ML models.

However, it is difficult to leverage these

models as the environments for developing them, typically used by data scientists, are distinct from the environments where processes

are carried out, typically by employees using enterprise applications.

This separation of environments limits the ability of an organization

to deploy models that are necessary to automate complex processes.

to Change an Enterprise’s Underlying Infrastructure.

Existing offerings generally are unable to emulate the human’s role

in executing a business process, requiring organizations to make significant changes either to their applications and infrastructure

or to the business processes themselves.

The costs associated with changing underlying infrastructure and business processes make it

uneconomical to automate anything outside of narrowly defined, high-volume tasks.

to Realize Full Value of Automation Throughout an Organization.

Existing solutions do not typically make automations accessible to

everyone within the organization as they are often built with non-intuitive user interfaces and code heavy technology stacks.

These solutions

are too technical for most knowledge workers, limiting their application to a small number of use cases and users with significant developer

Existing solutions also frequently require additional time and resources to enable the resulting automation to be used by

non-technical workers or to adapt the automation to nonstandard circumstances and environments.

Governance Capabilities at Scale.

Existing offerings do not typically offer centralized, secure governance capabilities to enforce,

manage, and deploy organizational development standards.

We believe existing automation solutions generally require complicated, invasive implementation processes that, in turn,

require extensive upfront and ongoing training and time commitment.

This makes it difficult to build and maintain automations, resulting

in the persistence of manual processes throughout enterprises.

of Openness and Interoperability.

Many existing solutions are not modular and lack the ability to integrate new, third-party technologies

and operate with customized applications.

Enterprises using these solutions are locked into a limited set of proprietary options not

built for the future.

of an Engaged Community of Automation Developers .

Many existing automation vendors do not have open software and have not invested

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

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

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:

Reinventing Business Through Automation , the expansion

of automation software by incorporating broader capabilities and technologies has increased the size of the addressable market for automation

software to approximately $65 billion.

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

across the world are only beginning to understand the power of automation and we believe we are at the forefront of a revolution in the

way that people do work.

We believe that the opportunity that lies ahead of us is largely untapped and has the potential to be one of

the largest ever in enterprise software.

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 support to help

customers be successful with our CXM Platform.

focus on selling our CXM Platform to mid-market business-to-business companies, which we define as companies that have between 100 and

5,000 employees.

We sell our CXM Platform on a subscription basis.

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.

of our CXM Platform

CXM Platform features a central database of lead and customer interactions and integrated applications designed to help businesses attract

visitors to their websites, convert visitors into leads, close leads into customers, and fulfill the needs of customers so they become

promoters of those businesses.

to Help Companies Grow Better .

Our CXM Platform was architected from the ground up to enable businesses to transform their marketing,

sales, services, and content management playbook to meet the demands of customers today.

Our CXM Platform includes both a system of record

for maintaining a unified view of the customer experience and a system of engagement for efficiently engaging customers through search

engine optimization, web content, social, blogging, email, marketing automation, messaging, support ticketing, knowledge base and more.

And it is also easy to integrate with customer data platforms.

of Use of a Single, Extensible Platform .

We provide a set of integrated applications on a common platform, which offers businesses

ease of use and simplicity.

Our CXM Platform has one login, one user interface, one database, and one team for support.

Our CXM Platform

starts free and grows with our customers.

It is designed to scale its power and technical sophistication without losing its ease-of-use.

In addition to being a comprehensive suite itself, our CXM Platform seamlessly integrates with external applications, making it easy

to extend the functionality of our CXM Platform and customize it for any business.

of a Unified Customer View .

At the core of our CXM Platform is a single customer experience management database for each business

that captures its lead and customer activity throughout the customer lifecycle.

Our CXM Platform creates a unified timeline incorporating

all the interactions with a particular customer.

In contrast to many customer experience management system suites which are cobbled together,

we have a set of core functionalities, including reporting, content, messaging, data, and automation, which runs across our product lines,

which we refer to as functions.

Scalability .

Our CXM Platform was designed and built to serve a large number of customers with demanding use cases.

Our CXM Platform currently processes

billions of data points each week, and we use leading global cloud infrastructure providers and our own automation technology to dynamically

allocate capacity to handle processing workloads of all sizes.

We have built our CXM Platform on modern, scalable distributed technologies.

We built the infrastructure to support hundreds of microservices and can easily add new features and capabilities to the CXM Platform.

We utilize a variety of open-source distributed systems including customer data platform and consent management platform to scale our

data collection and processing.

Our scalability gives us flexibility for future growth and enables us to service a large variety of businesses

of different sizes across different industries.

and Open Architecture .

Our CXM Platform features a variety of open APIs that allow easy integration of our platform with other

applications.

We enable our customers to connect our platform to their other applications, such as ecommerce, event management and videoconferencing

applications.

By connecting third-party applications, our customers can leverage our centralized inbound database to perform additional

functions and analysis.

Platform Functions

CXM Platform features integrated applications and tools that enable companies to create a cohesive and adaptable customer experience.

Each function can be used standalone or in conjunction with the other functions.

Our functions are available in both free and paid tiers

(i.e., Starter, Professional and Enterprise) with gradually increasing levels of functionality that support the needs of our customers

as they see success with our tools and their businesses grow.

Experience Management .

The core of our CXM Platform is a single database of lead and customer information that allows businesses

to track their interactions with contacts and customers, manage their sales activities, and report on their pipeline and sales.

allows a complete view of lead and customer interactions across all of our integrated functions, giving our CXM Platform substantial

This integration makes it possible to personalize every aspect of the customer interaction across web content, social media engagement,

and email messages across devices, including mobile.

The integrated functions on our CXM Platform have a common user interface and are

accessed through a single login.

There is a free version of our CXM Platform that can be used standalone, or with any combination of

content management systems function, marketing function, sales function, and/or service function.

The marketing function is an all-in-one toolset for marketers to attract, engage, and nurture new leads towards sales

readiness over the entire customer lifecycle.

The marketing function is available in both free and paid tiers, and can be used standalone,

with our customer experience management system, a third party customer experience management system, and/or any version of content management

systems function, sales function or service function.

Features include marketing automation and email, social media, search engine optimization,

and reporting and analytics.

We designed the sales function to enhance the productivity and effectiveness of sales teams.

Businesses can empower

their teams with tools that deliver a personalized experience for prospects with less work for sales representatives.

The sales function

is available in both free and paid tiers, and can be used with our customer experience management system, a third party customer experience

management system, and/or any version of marketing function, content management system function or service function.

Features include

email templates and tracking, conversations and live chat, meeting and call scheduling, lead and website visit alerts, sales automation,

and lead scoring.

The service function is our customer service software that is designed to help businesses manage and connect with customers.

The service function is available in free and paid tiers, and can be used standalone, with our customer experience management system,

a third party customer experience management system, and/or any version of marketing function, content management system function or

sales function.

Features include tickets and help desk, automation and routing, knowledge base, team emails, feedback and reporting tools,

and set customer goals.

Management System Function .

Our content management system function combines the power of customer experience management and a

content management system into one integrated platform.

Our content tools enable businesses to create new and edit existing web content

while also personalizing their websites for different visitors and optimizing their websites to convert more visitors into leads and

Our content management system function can be purchased as a standalone product, with our customer experience management system,

a third party customer experience management system, and/or with any version of marketing function, sales function, or service function.

Features include manage website pages, business blogging, smart content, landing pages and forms, search engine optimization tools, forms

and lead flow, web analytics reporting, calls-to-action, and digital asset management and product information management file manager.

Application (“App”) Partners .

Businesses that use software outside of our software can leverage our ecosystem of

third-party integrations.

We make it easy to find and install new or existing software solutions that complement our CXM Platform.

20 integrations and applications are available for our users, across a wide range of categories, including integrations with leading

social media, email, sales, video, analytics, content and webinar tools.

Platform Services

complement our product offerings with professional services, customer success and support, which we view as critical elements of ensuring

the long-term retention of our customers.

The majority of our services and support is offered over email, phone, chat applications and

via web meeting technology rather than in-person, which is a more efficient business model for us and our customers.

We offer professional services to educate and train customers on how to leverage our CXM Platform to transform how

their business attracts, engages and delights customers.

Depending on which functions and services a customer purchases, they receive

one-on-one training and guidance from one of our onboarding or technical specialists by web meeting and can purchase additional group

training and education in online or in-person classes.

Our professional services are also available to customers who need additional

assistance on a one-time or ongoing basis for an additional fee.

Our customers have access to a customer success manager or customer success team which are responsible for our customers’

long term success, retention and growth on the CXM Platform.

Our customer success managers and customer success teams address the unique

needs and goals of our customers through a series of ongoing interactions and strategy calls on how to best engage and use our CXM Platform.

In addition to assistance provided by our online articles and customer discussion forums, we offer phone and/or email and chat-based

support, which is included in the cost of a subscription for our Hubs.

Phone support is available starting at the Professional product

level for all functions while email and chat-based support is available for Starter functions.

We strive to maintain an exceptional quality

of customer service.

We continuously monitor key customer service metrics such as ticket resolution rates, and we monitor the customer

satisfaction of our customer support interactions.

We believe our customer support is an important reason why businesses choose our CXM

Platform and recommend it to their colleagues.

Platform Technology

customers have chosen us as their CXM Platform, which we architected and built to be secure, highly distributed and highly scalable.

Since our founding, we have embraced rapid, iterative product development lifecycles, cloud automation and open-source technologies,

including big data platforms, to power marketing, sales, service, and content management programs and provide insights not previously

possible or available.

CXM Platform is a multi-tenant, single code-based, globally available software-as-a-service delivered through APIs, web browsers or mobile

applications.

Our commitment to a highly available, reliable, and scalable platform for businesses of all sizes is accomplished through

the use of these technologies.

We built our customer experience management system on a single platform with reusable and composable libraries, allowing

us to rapidly address new feature areas and bring new products to market that have a consistent user experience and data model.

built this platform with scale in mind, supporting thousands of components including hundreds of microservices.

Database Architecture .

We process billions of data points weekly across various channels, including social media, email, search

engine optimization and website visits, and continue to drive nearly real-time analytics across these channels.

This is possible because

we built our database from the ground up using distributed big data technologies such as content delivery network, Edge computing and

customer data platform to both process and analyze the large amounts of data we collect.

We also utilize cloud environment to operate

customer data at scale, allowing our engineers to choose the best datastore for each task.

Our infrastructure and development and software release processes allow us to update our platform for specific groups of customers or

our entire customer base at any time.

This means we can rapidly innovate and deliver new functionality frequently, without waiting for

quarterly or annual release cycles.

We typically make a significant number of customer data updates to our software platform in a single

day, enabling us to gather immediate customer feedback and improve our product quickly and continuously.

Because our CXM Platform was built on an almost exclusive footprint of open-source software, own developed source code

and designed to operate in cloud-based data centers, we have benefited from large-scale price reductions by these cloud computing service

providers as they continue to innovate and compete for market share.

As our processing volume continues to grow, we continue to receive

larger volume discounts on a per-unit basis for costs such as storage, bandwidth and computing capacity.

We also believe that our extensive

use of open-source software will provide additional leverage as we scale our CXM Platform and infrastructure.

Scalability .

By leveraging leading cloud infrastructure providers along with our automated technology stack, we are able to scale workloads of varying

sizes at any time.

This allows us to handle customers of all sizes and demands without traditional operational limitations such as network

bandwidth, computing cycles, or storage capacity as we can scale our platform on-demand.

Reliability .

Customer data is distributed and processed across multiple data centers within a region to provide redundancy.

We built our CXM Platform

on a distributed computing architecture with reduced single points of failure and we operate across data center boundaries daily.

addition to datacenter level redundancy, this architecture supports multiple live copies of each data set along with snapshot capabilities

for faster, point-in-time data recovery instead of traditional backup and restore methodologies.

We leverage industry standard network and perimeter defense technologies, distributed denial-of-service, protection systems (including

web application firewalls) and enterprise grade domain name system services across multiple vendors.

Our data-center providers operate

and certify to high industry compliance levels.

Due to the broad footprint of our customer base, we regularly test and evaluate our platform

with trusted third-party vendors to ensure the security and integrity of our services.

Transformation Solutions

mission is to unlock human creativity and ingenuity by enabling the fully automated enterprise and empowering workers through automation.

modern enterprise is complex as employees must navigate an ever-increasing number of systems and applications to perform their day-to-day

This dynamic forces workers to constantly execute manual, time-consuming, and repetitive tasks to get their work done.

faced by workers often results in lost productivity that can have a direct impact on a company’s bottom line.

Traditional automation

solutions intended to reduce this friction have generally been designed to be used by developers and engineers, rather than the employees

directly involved in executing the actual work being automated.

As a result, employees are limited by the lack of flexibility of these

traditional automation technologies causing employee productivity, innovation, and satisfaction to suffer.

software is designed to transform the way humans work.

We provide our customers with a robust set of capabilities to discover automation

opportunities and build, manage, run, engage, measure, and govern automations across departments within an organization.

leverages the power of AI based computer vision to enable our software robots to perform a vast array of actions as a human would when

executing business processes.

These actions include, but are not limited to, logging into applications, extracting information from documents,

moving folders, filling in forms, and updating information fields and databases.

Our robots’ ability to learn from and replicate

workers’ steps in executing business processes drives continuous improvements in operational efficiencies and enables companies

to deliver on key digital initiatives with greater speed, agility, and accuracy.

software is designed to interact with and automate processes across a company’s existing enterprise stack.

As a result, our customers

can leverage the power of our software with lower overall IT infrastructure cost.

Our software enables employees to quickly build automations

for both existing and new processes.

Employees can seamlessly maintain and scale automations across multiple deployment options, constantly

improve and evolve automations, and continuously track and measure the performance of automations, all without substantial technical

the core of our automation software is a set of capabilities that emulates human behavior, which provides our customers with the ability

to automate both simple and complex use cases.

Automations on our software can be built, consumed, managed, and governed by any employee

who interacts with computers, resulting in the potential for broad applicability of our software across departments within an organization.

Society is at a turning point in how organizations execute work, and we believe the ability to leverage software to enrich the employee

experience will unlock tremendous value and efficiency opportunities.

While we are still in the early days of a multi-year journey to

the fully automated enterprise, momentum is growing as organizations across the world are only now beginning to understand the power

of automation.

of our customers expand the scope and size of use cases of our software across their organizations as they quickly realize the power

of our software.

We believe that the success of our land-and-expand business model is centered on our ability to deliver significant

value in a very short time.

We grow with our customers as they identify and expand the number of business processes to automate, which

increases the number of robots deployed and the number of users interacting with our robots.

of our Solutions

mission is to be at the forefront of innovation and thought leadership in enterprise business automation, analyzing enterprise users’

desktops and mission-critical systems, and creating end-to-end software that provides business automation based on the results of that

analysis and further simulating the numbers.

We create end-to-end software that provides business automation.

Our software uses a combination

of RPA, task mining, and process mining to remove pain points in business operations, allowing software robots to emulate human behavior

and perform specific business processes, thereby eliminating the need for employees to perform specific manual or routine tasks.

allows employees to focus on higher value-added tasks, and also allows them to seamlessly automate business processes, from legacy IT

systems and on-premise applications to new cloud-native infrastructure and applications, without making significant changes to the organization’s

underlying technology infrastructure.

It can seamlessly automate business processes.

Our software enables you to automate legacy mission-critical

systems as well as work without desktops, and automate across multiple applications where no APIs exist.

It is also intended to be used

by employees within an enterprise, and supports a variety of use cases, from simple tasks to complex business processes over time.

Benefits to Organizations

software is built to help companies run their operations in a fully automated manner.

Our solutions are designed to remove the friction

that exists between employees and departments by increasing operational transparency, fostering collaboration between departments, and

allowing people to focus on the work that matters.

In addition, companies can deploy highly customized robots to support agile and fast

automation creation, while reducing the overall cost of their IT infrastructure.

Our goal is to shorten the time to value creation, increase

efficiency, and drive innovation.

Our software delivers the following key benefits to enterprises:

Customers to Achieve Digital Transformation .

Our software makes it fast and easy to drive digital transformation, which is typically

time-consuming.

Companies use our solutions to continuously discover and automate both simple tasks and complex business processes to

increase operational efficiency and digital transformation.

Our software reduces the time it takes for people to complete tasks from

days and hours to minutes and seconds, allowing employees to focus on more creative, mission-critical, and innovative work.

our software helps companies accelerate innovation, improve productivity, create competitive differentiation, and enrich the employee

and customer experience.

We help companies achieve true digital transformation.

Business Resiliency and Agility into Digital Business Operations .

Our software provides our customers with the flexibility they need

to operate under ever-changing conditions.

A company’s operations change over time.

If companies have to modify their robots each

time a change occurs, true efficiency will not be achieved.

Our software robots are not only capable of performing tasks just like humans,

but they can also keep changing as the business changes.

Our robots can be deployed manned, unmanned, desktop, server-side, or hybrid,

and can adjust seamlessly as conditions change.

If necessary, they can also utilize spare resources in the enterprise (such as desktops

at midnight) to perform time-consuming tasks and processes.

Our software provides our customers with the ability to have a virtually

unlimited digital workforce that operates 24/7, resulting in a more efficient and less error-prone digital workflow.

Time-to-Value .

We believe that our solutions provide companies with an immediate return on investment.

Our software can be easily

installed on any operating system, or company.

It is also designed to be intuitive, minimizing the need for time-consuming and costly

implementation and training.

With automatic recording and playback capabilities, workers can create robots by simply performing routine

Our simulation feature also allows us to verify the efficiency of the automation before it goes live and measure its effectiveness.

By using our software, customers can reap significant benefits such as improved costs and increased worker productivity.

Organization-Wide

Powerful, easy-to-use software allows workers across an enterprise organization to automate their work.

is designed to automate any business process or task, from individual desktop tasks to complex mission-critical business processes for

departments across the enterprise.

It also provides development software that does not require technical skills, allowing any employee

in the organization to spread the automation.

This will help spread automation throughout the organization as employees across departments

and job functions use our technology to improve their performance.

improve, and analyze business execution.

Our solutions provide visibility into how work is actually being done in the enterprise,

enabling our customers to understand, identify, and execute automation opportunities on an ongoing basis.

For example, if there is duplication

of work between multiple departments, you can choose to automate one of them but not the other.

This allows us to optimize the automation.

Our solution leverages advanced process discovery techniques and ML models from actual log data to understand individual patterns for

executing work and address bottlenecks and inefficiencies.

It is a very powerful solution that can optimize the entire company.

Employee Productivity, Experience, and Satisfaction .

By using our solutions, companies can achieve true digital transformation and

establish a better work environment for their workers.

With our software, enterprise workers will be able to automate tasks that can

be used and operated efficiently and automate time-consuming manual tasks.

We believe that this will improve the overall experience of

our customers’ employees and allow them to focus on developing higher value-added skill sets.

As a result, our clients will be

able to retain a high-value, engaged workforce that is capable of delivering optimal business results.

Accuracy and Compliance with Speed .

Operations automated by our software are designed to be performed consistently as designed, allowing

companies to achieve greater accuracy.

For example, a sudden change in the user interface of a website will not affect the execution

of the robot.

It is very highly adaptive and is designed to eliminate human errors and inconsistencies that are common to workers who

do their work manually.

The work performed by the robot generates a log that can be reviewed and monitored at any time, allowing administrators

to better control and comply with the work.

Customer Experiences .

Companies can use our robots to solve known problems faster and more efficiently.

We can also identify potential

problems and help solve them.

Business is always changing, and our software allows employees to focus on addressing critical customer

issues and concerns, rather than performing repetitive, routine, and low-value tasks.

Our robots improve the overall speed, accuracy,

and effectiveness of a company’s customer service, increasing customer retention and loyalty.

Benefits to Employees

software is designed to eliminate the need for employees to execute low-value, manual tasks, freeing up time to focus on more meaningful,

strategic work.

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

“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:

professional fulfillment and job satisfaction;

creativity and innovation;

performance and accuracy;

autonomy and job opportunities;

collaboration and better human interactions.

Digital Transformation Software

software is purpose-built to advance the next generation of automation.

By addressing the complete lifecycle of automation, including

identifying specific tasks and processes to automate, building and managing automation software robots, deploying them to execute processes,

and measuring their business impact, our software is intended to address a wide and diverse array of automation opportunities, including

complex, long-running workflows.

We believe our software delivers compelling ease-of-use and intuitive user experiences through our low-code

development environment and seamlessly integrates with an ever-expanding ecosystem of third-party technologies and enterprise applications

without changing the existing infrastructure of an organization.

In doing all of this, we enable businesses to redefine the relationship

between enterprise applications and business processes.

software encapsulates seven modular product pillars that together address the automation lifecycle within an enterprise:

Automation Portal .

Our RPA and Robot Automation Portal products combine AI with desktop recording, back-end mining of both

human activity and system logs, and intuitive visualization tools, enabling users to discover, analyze, and identify unique processes

to automate in a centralized portal.

Our RPA products are low-code or no-code development environments with easy-to-use, drag-and-drop functionality that users in an

organization can learn to use to create attended and unattended automations without any prior knowledge of coding.

Object-Oriented .

The products in our automation category offer centralized tools designed to securely and resiliently manage, test, and deploy automations

and ML models across the entire enterprise, with seamless access, enterprise-grade security, and endless scalability of data.

Orchestration .

With our RPA products, an enterprise can deploy our robots in highly immersive attended experiences or in standalone, unattended

modes behind the scenes, and can leverage hundreds of native connectors built for commonly used line-of-business applications.

and CUI interface .

With our RPA products, there are multiple ways for users to remain connected and interact with robots,

whether they are running in a data center, in the cloud, or right on their desktop.

This capability allows our customers to manage

long running processes that orchestrate work between robots and humans.

Our RPA products enable users to track, measure, and forecast the performance of automation in their enterprise.

We offer powerful, centralized governance capabilities designed to help businesses ensure compliance with business standards.

software is powered by the following key differentiating elements that are necessary for end-to-end automation within today’s enterprise:

Computer Vision .

Our robots are powered by a multi-pronged approach, combining proprietary computer vision technology that

uses highly-trained AI with technical introspection of visual hierarchy to dynamically recognize and interact with constantly changing

elements of on-screen documents, images, and applications.

Understanding .

We combine our proprietary computer vision technology with optical character recognition, natural language

processing, and a variety of ML technologies to classify and extract data from unstructured, semi-structured, and structured documents

and images, handwriting, and scans.

Development Experiences .

Our software is built to be intuitive and easy to use with low-code, drag-and-drop development tools,

and interfaces that knowledge workers can understand.

and Rich Human and Robot Interaction .

Our software facilitates a broad array of interactions between humans and robots, allowing

users to easily engage with robots when, where, and how they want.

Enterprise-Grade

Governance and Security .

We deliver centralized governance and data security capabilities built for businesses to securely

and resiliently deploy and manage automations at enterprise scale.

and Extensible Software Architecture .

Our software delivers both user interface automation and API integration on a single

We offer hundreds of out-of-the-box, native integrations with a wide range of enterprise applications and productivity

tools from our technology partners.

We have built our software to be multi-tenant and deployable across on-premises, private and public cloud, and

hybrid environments to meet any level of scaling, availability, and infrastructure requirements.

have created and cultivated a vibrant, global network of nearly several hundred thousand automation professionals who are building and

sharing automations that are transforming work and their organizations.

Digital Transformation Products

software is built so that automation processes can be used throughout the enterprise.

Customers can either adopt our products as a unified

solution or use a subset of our products for each.

Process mining visualizes the event logs generated through various systems and applications by connecting them in chronological

order and by pattern, by using process mining tools.

This enables us to identify problems and their causes, such as exception processing

that creates a burden for corrective actions, insufficient segregation of duties and rule deviations, inefficient business processing,

bottlenecks, etc., so that we can improve our business effectively and speedily.

In addition, if using the function to evaluate whether

or not there is a problem by using the best practices of business processes as benchmarks, it becomes easier to examine the image of

appropriate business processes.

Furthermore, by updating the data to be captured and monitoring it continuously, it is possible to recognize

the performance of business quality, changes, and anomalies in a timely manner, which can lead to improvements.

business process reforms are rapidly advancing, as exemplified by the automation of routine tasks through the introduction of RPA.

business process reform efforts, business processes have traditionally been visualized and evaluated in order to identify inefficient

operations that need to be improved.

However, these methods require a great deal of time and effort, such as interviewing the person

in charge of the business, manually transcribing the contents of the business manual, which lacks accuracy and completeness, into a business

flow, and repeatedly checking and revising the transcribed contents with various parties involved in the business.

Furthermore, depending

on the level of understanding and risk sensitivity of the interviewees, infrequent exceptions and so-called local rules were sometimes

of the concepts that will drive and enhance digital transformation is digital twin technology.

Digital twin technology reproduces what

is happening in a factory in a computer, for example, by outputting logs of information on machine tools, manufacturing equipment, and

products in production, and putting the logs into process mining.

It is also called a digital twin organization, which is an organization

model that makes it easier to understand and manage business processes in real time, and to plan for the future.

Using a model that behaves

like a twin of a real factory system, it is possible to test the effects of production conditions that are not possible in reality, to

test processes for efficiency, and to predict fatigue when manufacturing equipment is kept running.

This factory simulation environment

can reproduce the same environment as in reality.

the 5G era, local 5G will be able to collect even more detailed logs of the factory.

This will increase the accuracy of the simulations

and enable even more advanced operational efficiency.

By recreating not only factories but also white-collar workplaces in a digital

twin, it will be possible to identify problems, eliminate bottlenecks, change workflows, and reform work styles.

Task mining is a method of analyzing individual PC operations of staff engaged in various tasks, i.e., detailed PC operation

log data such as “application launch,” “screen launch,” “file open,” “mouse click,” “text

input,” “copy and paste,” etc., to discover issues and problems.

Task mining can highlight task-level issues such as,

for example, whether a series of tasks to convert paper documents into digital data by reading them with OCR is taking longer than expected

(inefficient tasks), or copying and pasting from email body to Excel is repeated with high frequency (repetitive tasks).

merit of task mining is that it can point out issues and problems related to tasks, i.e., the various tasks that individual staff members

perform on their PCs, based on facts such as the actual time required and the number of tasks processed.

Conventional business analysis

based on interviews can only provide information based on the subjective and sensory perceptions of the workers themselves, and the accuracy

and reliability of the analysis results are not always high.

In addition, the on-site measurement work by a researcher with a stopwatch

was not only time-consuming and costly, but also had the possibility of adversely affecting the work itself of the workers to be measured.

On the other hand, in the case of task mining, since the analysis targets the PC operation logs automatically collected through the sensors

(agents) installed on each PC, the flow of work based on the facts as they can be reproduced.

Therefore, the analysis results are extremely

accurate and reliable.

Moreover, it does not place a burden on the person in charge in the field.

task mining, the time and cost of collecting detailed business data can be significantly reduced and because it is fact-based, highly

accurate and reliable analysis results can be obtained.

Automation Portal .

Our Robot Automation Portal is a web portal that allows customers to monitor and manage automation with RPA over

a TCP/IP network (Internet and/or Intranet).

The Robot Automation Portal records the results generated from the time the robot machine

is registered in the portal.

Customers can manage and operate all RPA robots in their company, and also report the results and monitor

their status.

Our Robot Automation Portal also provides an orchestration function that allows customers to send a robot to a terminal

where RPA is not installed, run it in free time, and return only the results.

This allows our clients to make full use of their internal

Orchestrator .

Our Orchestrator can provision, deploy, trigger, monitor, measure, and track the successful operation of robots on any supported device,

and when combined with the Robot Automation Portal, it does so through a GUI interface.

There are many cases where GUI is not available for servers such as Linux and UNIX, etc., so our RPA also has a CUI command

robots are provided as JAR files, so as long as customers have a Java environment, they can run the robots and automate their operations

without installing RPA.

It is possible to create robots freely using flowcharts in a GUI interface, or to create robots by coding in the same way as

Java development, using an interface similar to a Java IDE.

It also comes with three types of OCR, making it suitable for creating a

business robot that scans documents.

The license is only for running the robot.

Only one robot can be run simultaneously per license.

The execution environment can

be any device and any operating system.

Although there is only one concurrent execution, there can be an unlimited number of installations.

we start to automate with RPA robots, we tend to automate even tasks that would be more efficient without automation.

This is an ironic

result of automation becoming inefficient, but it is difficult to identify.

Using our simulation and reporting functions, it is possible

to identify inefficient automated tasks and change them to efficient operations.

That may possibly be tasks that are performed by people,

but the cost will vary greatly.

offer powerful, centralized governance capabilities designed to ensure compliance with business standards.

Our software balances compliance

with empowerment through granular control of what can be automated, who can build and publish automations, and complete lifecycle management

with role-based access control and enforcement.

Governance capabilities are embedded across our software.

The combination of our measurement

and governance capabilities are critical as they are key to enterprise-scale automation programs and are a differentiated feature of

our software.

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

In 2022, HeartCore USA started the GO IPO business, which supports Japanese

companies listing on The Nasdaq Stock Market (“Nasdaq”) and the New York Stock Exchange (“NYSE”) in the United

As of March 31, 2026, we have entered into consulting agreements with 16 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.

to November 2025, we were also a software development company based in Tokyo, Japan.

We provided software through two business units.

The first business unit, our CX division, included a customer experience management business (the “CXM Platform”).

business unit, our DX division, was a digital transformation business which provided customers with robotics process automation, process

mining and task mining to accelerate the digital transformation of enterprises.

In 2025, we made the strategic decision to sell our software

business assets in Japan and to concentrate our efforts on our GO IPO consulting business.

On October 31, 2025, the Company entered into

a Purchase Agreement (the “HeartCore Japan Agreement”) with Smith Japan Holdings KK (“Smith Japan”), pursuant

to which the Company agreed to sell to Smith Japan, and Smith Japan agreed to purchase (the “HeartCore Japan Sale”), all

of the outstanding equity interests of HeartCore Co., Ltd., a then-wholly owned subsidiary of the Company (“HeartCore Japan”).

The HeartCore Japan Sale closed on October 31, 2025.

IPO Consulting Services

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

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

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

1 unchanged sentence

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.

the terms of the consulting agreements with the issuers, the parties agree that we will not provide the following services, among others:

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

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 accounting principles generally accepted in the 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.

providing the Services, we do not provide investment advice regarding the value of securities, nor do we engage in the solicitation of

investors or the negotiation of securities transactions.

We do not provide accounting or legal advice, and we do not act as an investment

advisor or broker-dealer.

to the terms of the consulting agreements with the issuers, the parties agree that we will not provide the following services, among

negotiation of the sale of the issuers’ securities;

participation in discussions between the issuers and potential investors;

in structuring any transactions involving the sale of the issuers’ securities;

assisting in structuring any transactions involving the sale of the issuers’ securities;

pre-screening of potential investors;

due diligence

due diligence activities;

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 firms.

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:

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.

cash fee payable in installment payments;

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.

and Marketing

have an efficient go-to-market model, which consists primarily of an enterprise field sales force supplemented by a high velocity inside

sales team focused on small and mid-sized customers as well as a global strategic sales team focused on the largest global customers.

have made significant investments in our sales and marketing efforts globally.

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

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.

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

Our sales organization is segmented into three areas:

enterprise sales, which sells to large businesses and public sector organizations;

high-velocity inside-sales, which is focused on landing

a high volume of new small and mid-sized customers;

and a global strategic sales team focused on the largest strategic global accounts.

Additionally, our sales team is supported by our renewals team that is focused on identifying upsell potential for our sales team and

handling the operations behind the renewal.

In collaboration with the sales team, they can also help execute on small upsells so that

our field sellers can focus on the larger opportunities.

Supplementing our direct sales organization are channel sales partnerships with

system integrators, regional developers, business process outsourcing providers and distributors.

Our channel partners enable us to extend

our local and global reach, in particular with smaller customers and in geographies where we have less direct sales presence.

Additionally,

our customer success team on-boards new customers and accelerates expansion within our largest customers.

Our enterprise and high velocity

teams are organized regionally across Japan.

In Japan, we maintain specialized vertical teams within our enterprise sales organization

that concentrate their efforts on selling into banking and financial services, healthcare, and government entities.

Our sales organization

is supported by a team of pre-sales engineers and our professional services organization that offer technical expertise to help customers

speed adoption and return on investment.

sell to organizations of all sizes across a broad range of industries, with a focus on enterprise customers.

Our go-to-market strategy

is focused on a model.

Our ability to expand within our existing customer base is facilitated by the breadth of our software.

Our customers

frequently see rapid time to value with our products, and we are able to quickly expand sales within organizations as customers add features,

expand use cases and increase the number of software robots beyond their initial deployment.

The potential for broad applicability of

our software enables us to sell across all levels of an organization, from the C-Suite to the IT department, and to sell into multiples

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

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.

key marketing objective is to have prospective customers try our software.

We provide easy access to our software through our website

and partner portal.

This ‘try-before-you-buy’ strategy has been a key driver of developer education and future customer purchases

of our products and software.

To democratize automation, we offer a free Community Edition to small businesses, university students,

and individuals.

Our Enterprise Trial edition, which is a time-limited license, provides prospective customers with full functionality

of our software to learn, build, and deploy automations.

We nurture users through their trial license by providing training and certifications

through our Academy, detailing best practices and use cases, and offering continuous support through our interactive forum or pre-sales

organization.

have a large and diversified customer base.

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

Kansai Electric Power Co., Inc.

Jibun Bank Corporation

Securities Co., Ltd

UFJ Morgan Stanley Securities Co., Ltd.

/ Pharmaceuticals

Manufacturing

Pharmaceutical Company

Life Insurance

Pharmaceutical

Marine Holdings, Inc.

Dai-ichi Life Insurance

Steel Corporation

Telecommunications

customers are representative of the Company’s overall customer base, but that are also particularly well-known customers and often

appear in the Company’s case studies.

The objective criteria the Company used to determine which customers to highlight above are

that the customer:

(i) be in the top five in its industry;

(ii) have a global presence;

(iii) have sales in excess of $1 billion;

(iv) must be well-known through commercials.

develop and maintain business and technology partnerships that help us seamlessly integrate the latest technology into our software and

market and deliver our software to our customers around the world.

business partners include more than five global and regional system integrators, value-added resellers, and business consultants.

provide tiering recognition through Platinum, Gold, and Silver levels for partners that meet competency requirements and deliver and

maintain a specified number of satisfied customers.

These partnerships enhance our market presence and drive greater sales efficiencies.

technology partners bring specialized capabilities to our software.

In collaboration with our technology partners, we develop integrations

that simplify the interoperability of our software with their technology, resulting in faster time-to-value.

These integrations give

our customers more choices on how they integrate and offer a low-code option of traditional native integration.

also maintain relationships with leading cloud vendors, such as Amazon Web Services Inc., Google Inc., and Microsoft Corporation, to

simplify both the deployment of our software and to extend our software to offer customers the benefits of cloud-based AI capabilities.

partnerships with other leading technology companies power the significant extensibility of our software and offer our customers the

ability to use the technologies of their choice on our software, driving increased customer affinity and product stickiness.

Experience Management Business

market is evolving, highly competitive and fragmented, and we expect competition to increase in the future.

We believe the principal

competitive factors in our market are:

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.

face intense competition from other software companies that develop marketing, sales, service, and content management software.

Our competitors

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

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

management, marketing automation, analytics, social media management, ticketing, and conversational bots.

We expect that we will develop

and introduce, or acquire, applications serving customer-facing and other front office functions.

Transformation Business

market for RPA is one of the fastest growing enterprise software markets and is increasingly competitive.

We believe our competitors

primarily exist across the across the following three categories:

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

Experience Management Business

believe that our market leadership position is based on the following key strengths:

We have designed and built a world-class CXM Platform.

We believe our customers choose our CXM Platform over others

because of its powerful, integrated, and easy-to-use applications.

We built our customer experience management system on a single, unified,

and intuitive platform, which we believe contrasts positively with many other customer experience management suites.

Leadership and Strong Brand .

Our focus is to be a recognized thought leader in the cloud-based marketing, sales, customer service,

and content management software industry with a leading brand.

Our marketing, sales, service, and content management experience attracts,

engages, and delights customers by being more relevant, more helpful, more personalized, and less interruptive than traditional marketing

and sales tactics.

and Growing Solutions Partner Program .

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 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 .

Our free model attracts customers who begin using our CXM Platform through our free products and then upgrade

to our paid services.

Through our free products, our customers are able to receive value from us before converting to a paid product

or engaging with sales.

We believe we have significant competitive advantages reaching mid-market businesses and efficiently reach this market

at scale as a result of our inbound methodology, premium pricing strategy, and our solutions partner channel.

Network Effects .

We have built a large and growing ecosystem around our CXM Platform and company.

Thousands of our customers

integrate third-party applications with our CXM Platform.

We believe this ecosystem drives more businesses and professionals to embrace

the inbound playbook.

As our engaged audience grows, more solutions partners collaborate with us, more third-party developers integrate

their applications with our CXM Platform, and more professionals complete our certification programs, all of which help to drive more

businesses to adopt our CXM Platform.

Transformation Business

believe that the following are key strengths of our digital transformation business:

Set of Complementary Solutions .

Our software combines OCR, AI, task mining, process mining, RPA, and process discovery capabilities

to enable automation across multiple non-desktop systems, mission-critical system-to-system automation deployment environments, and cloud-to-cloud

applications.

We can help you automate multiple systems without desktops, automation deployment environments between mission-critical

systems, and across cloud applications.

We provide our customers with a comprehensive set of capabilities to discover, build, manage,

execute, engage, measure, and control automation across departments and personas within an organization or agency.

Our software can run

on multiple operating systems, including Linux, Unix, Mac, AS-400, as well as Windows, allowing for automation across a variety of systems.

Also, since it is coded in Java, any Java engineer can easily build add-on functions.

Architecture .

Our software embraces an open ecosystem with hundreds of enterprise application integrations that have been built

by us and our community of technology partners.

Our solution includes a variety of pre-built activities and connectors so customers can

quickly create and deploy robots that execute operations and seamlessly interact with third-party systems.

Our open ecosystem is architecture

agnostic, which allows organizations to automate existing infrastructure and accelerate digital innovation without the need to replace

or make large investments in their existing infrastructure.

AI/ML Capabilities .

We incorporate our own Java components into our products to drive continuous improvement in business automation.

Our RPA is a system that allows the reuse of existing programming assets to address complex use cases.

Users can incorporate their current

Java applications, if any, into our RPA.

Furthermore, it does not only automate that application, but also expands the scope of integration

with other applications.

The capabilities of our software are not limited to automating existing operations, but can also adapt to ever-changing

variables, such as the application of new business models, to achieve automation capabilities that dramatically improve business results

and increase the competitive advantage of our customers.

Emulation Enables Addressing Expansive Use Cases .

Our RPA robots emulate human behavior and adapt to the ever-changing external

variables of business.

By having the robots emulate the usual business behavior of humans, companies can leverage our software to address

a myriad of use cases, from simple to complex.

We believe that the power of our software is only limited by the use cases that human

users can come up with.

for Mid to Enterprise Deployment .

Our software grows as our customers increase their automation operations across their organizations.

Customers can deploy our software on desktops, on-premises, in public clouds, private clouds, or in hybrid environments.

it can be deployed on multiple operating systems and across multiple devices.

Our software is designed with security and governance at

its core, allowing our customers to seamlessly expand the scope of automation while ensuring that IT departments have the security they

need to automate.

Across Workers and Functions .

We make sure that workers across the organization have access to automation when they need it.

Workers can interact with robots in the same way they interact with humans.

For example, they can use manned robots on their desktops

to get human work done faster, use unmanned robots in the background to run business processes, build applications that interact indirectly

with robots, send email to robots, interact with chatbots, and so on.

This will give them the freedom to choose whether to ask a robot

or a human to do the work.

Intuitive, Quickly Deployed .

Our software is easy to use, with an intuitive interface and low-code, drag-and-drop, desktop recording

and playback capabilities, so that anyone working across the organization can easily take advantage of our automation features at their

Automation features can be quickly and efficiently deployed throughout an organization to create immediate value.

can be easily learned and operated by employees with or without technical knowledge, without the need for large implementation costs

or costly professional services.

Automations .

Our software is capable of fully emulating the behavior of enterprise workers as they manipulate applications and

systems to execute processes.

Our robots can leverage our proprietary capabilities to fully emulate human behavior, interpreting a very

wide variety of document types and adapting and responding to changes in the work environment.

It can also adapt to changes in display

resolution and scale, as well as user interface changes, by utilizing our proprietary OCR capabilities.

For example, the process of scanning

and importing postal invoices does not require the user to memorize the format of each invoice, and a single template can be used for

all types of invoices.

In addition, we have developed a variety of features to enable elasticity in the process and execution of automation.

For example, when testing the user interface of a website, our software can create the same state as a human being browsing the site

and perform operational validation tests.

It also allows for management, reuse and reliability of user interface elements.

this feature, when changes are made to the application, the operation can continue without having to update the robot.

With such flexibility,

robots demonstrate their resilience in automating tasks and reducing the number of errors across the enterprise.

and Portable Object API Models .

Our customers can reuse our object-oriented robots.

This capability allows them to extend the

capabilities of our software and improve automation results.

Our software makes it easy to deploy, manage, and improve objects built

by customers and third parties, allowing you to allocate more human resources to business problems and use cases.

objects are designed

to be deployed and customized once created.

Performance and Business Outcome Analytics .

Our software enables customers to gain powerful insights and generate key performance

indicators with actionable metrics by tracking, measuring, and predicting automation performance through the use of a Robot Automation

Out-of-the-box dashboards display execution metrics and allow users to measure performance and report on the value of their automation.

for Collaboration with Human and Robot .

Our software is designed to allow humans and robots to work together, so that each can

focus on the tasks they do best.

Robots can perform time-consuming, repetitive, and routine tasks that make work less interesting and

satisfying, while humans can focus on more creative thinking, innovation, solving complex problems, and improving the customer experience.

Our software allows our customers to harness the power of automation to create fully automated, highly efficient enterprises where humans

and robots work in harmony.

the Adoption of Automation within the Enterprise .

The adoption of our software will automate simple, duplicative, repetitive

and time-consuming tasks in the organization that are not interesting to people, thus allowing them to focus on creative and rewarding

Most of our clients use our solutions to find and automate all the tasks that can be automated in their companies.

works with your employees to evaluate and score high-value automation possibilities.

As employees become more comfortable with automation,

they will more easily adopt and implement it, discover new processes to automate within a particular, and provide new automation ideas

to RPA for development and deployment.

After a few iterations of this kind of behavior, a phenomenon occurs in which certain employees

build useful automation on their own, which is then deployed throughout the organization.

This action is different from the automation

that has been discovered so far and contributes to further operational efficiency.

It helps to organically surface a number of automation

ideas that could not be achieved with the traditional top-down approach.

Growth Strategies

Experience Management Business

key elements to our growth strategy for our customer experience management business are:

Our Customer Base .

The market for our CXM Platform is large and underserved.

Mid-market businesses are particularly underserved

by existing point application vendors and often lack sufficient resources to implement complex solutions.

Our all-in-one CXM Platform

allows mid-market businesses to efficiently adopt and execute an effective inbound marketing, sales, customer service, and content management

strategy to help them expand and grow.

We will continue to leverage our inbound go-to-market approach, freemium pricing strategy and

our network of solutions partners to keep growing our business.

Revenue from Existing Customers .

With 982 total customers from our combined business units in Japan as of December 31, 2024,

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.

Expanding Internationally .

We intend to grow our presence in international market through additional investments in local sales,

marketing and professional service capabilities, as well as by leveraging our solutions partner network.

We plan to open international

We have significant website traffic from regions outside the United States, and we believe that markets outside the United States

represent a significant growth opportunity.

to Innovate and Expand Our CXM Platform .

Mid-market businesses are increasingly realizing the value of having an integrated marketing,

sales, customer service, and content management platform.

We believe we are well positioned to capitalize on this opportunity by introducing

new products and applications to extend the functionality of our CXM Platform.

Pursue Acquisitions .

We plan to selectively pursue acquisitions of complementary businesses, technologies and teams that would

allow us to add new features and functionalities to our platform and accelerate the pace of our innovation.

Transformation Business

our digital transformation business, we are pursuing a large market opportunity with growth strategies that include:

New Customers .

Our market is rapidly growing.

We believe that as more organizations adopt our automation software and experience

quantifiable competitive advantages, other organizations will also adopt automation as a necessary tool to compete.

While we sell to

organizations of all sizes and across a broad range of industries, our go-to-market team’s key focus is on the largest organizations,

including large enterprises and governments.

We also use an inside sales team focused on small and mid-sized businesses.

We plan to continue

to invest in our go-to-market team to grow our customer base both domestically and internationally.

Within Our Existing Customer Base .

Our customer base represents a significant opportunity for us to become a strategic partner

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

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.

We believe we will be able to accomplish this

through our continued democratization of automation and enablement of citizen developers.

and Cultivate Our Partner and Channel Network .

We are focused on maintaining and growing our ecosystem of partners that build,

train, and certify skills on our technology as well as deploy our technology on behalf of their customers.

We have built a global partner

ecosystem of more than 40 systems integrators, value-added resellers, business consultants, technology partners, and public cloud vendors.

Our partner network includes, among others, content management systems, customer experience management systems, Heartcore Robo (RPA),

Apromore, myInvenio and Controlio.

We intend to continue to expand and enhance our partner relationships to grow our market presence

and drive greater sales efficiencies.

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.

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 .

We have built an extensive ecosystem focused on training and supporting

individuals on working with our software.

We have created forums addressing automation in the workplace and learning plans for all the

important roles in automation.

We believe automation will be a foundation of the future of work and, as individuals build out their skillsets,

this will drive greater adoption of our software.

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 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

In particular, we believe that North America represents a significant opportunity for us, and we intend on continuing to expand

our sales and drive adoption of our software across the region.

As of December 31, 2024, customers located in the United States represented

25.83% of our total revenues.

Opportunistically

Pursue Strategic Acquisitions .

We will evaluate acquisition opportunities that we believe will be complementary to our existing

software, enhance our technology, and increase the value proposition we deliver to our customers.

property rights are important to the success of our business.

We rely on a combination of patent, copyright, trademark, and trade secret

laws in the United States and other jurisdictions, as well as license agreements, confidentiality procedures, non-disclosure agreements

with third parties, and other contractual protections, to protect our intellectual property rights, including our proprietary technology,

software, know-how, and brand.

of December 31, 2024, we held one issued patent in Japan.

Our issued patent is scheduled to expire between October 2028 and January 2030.

As of December 31, 2024, we held one pending U.S.

trademark application, and more than two active foreign trademark filings.

As of December

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.

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

of patent issuance, and the legal term of patents in the countries in which they are obtained.

Generally, patents issued for applications

filed in the United States are effective for 20 years from the earliest effective filing date of a non-provisional patent application.

The duration of patents outside of the United States varies in accordance with provisions of applicable local law, but typically is also

20 years from the earliest effective filing date.

However, the actual protection afforded by a patent varies on a country-to-country

basis and depends upon many factors, including the type of patent, the scope of its coverage, the availability of legal remedies in a

particular country, and the validity and enforceability of the patent.

we rely on intellectual property rights, including patents, copyrights, trademarks, and trade secrets, as well as contractual protections

to establish and protect our proprietary rights, we believe that factors such as the technological and creative skills of our personnel,

development of new services, features, and functionality, and frequent enhancements to our software are equally essential to establishing

and maintaining our technology leadership position.

control access to and use of our proprietary technology and other confidential information through the use of internal and external controls,

including contractual protections with employees, contractors, customers, and partners.

We require our employees, consultants, and other

third parties to enter into confidentiality and proprietary rights agreements and we control and monitor access to our software, documentation,

proprietary technology, and other confidential information.

Our policy is to require all employees and independent contractors to sign

agreements assigning to us any inventions, trade secrets, works of authorship, developments, processes, and other intellectual property

generated by them on our behalf and under which they agree to protect our confidential information.

In addition, we generally enter into

confidentiality agreements with our customers and partners.

our efforts to protect our intellectual property, unauthorized parties may still copy or otherwise obtain and use our technology.

addition, we intend to continue to expand our international operations, and effective intellectual property, copyright, trademark and

trade secret protection may not be available or may be limited in foreign countries.

Any significant impairment of our intellectual property

rights could harm our business or our ability to compete.

were 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.

Exchange Agreement

July 16, 2021, pursuant to the terms of a share exchange agreement among the Company, HeartCore Co., the shareholders of HeartCore Co.

(excluding Dentsu Digital Investment Limited) and Sumitaka Yamamoto, as the representative of the shareholders of HeartCore Co., we issued

15,999,994 shares of our common stock to the shareholders of HeartCore Co.

in exchange for 10,706 shares HeartCore Co.’s common

stock, representing 97.5% of the issued and outstanding capital stock of HeartCore Co.

As a result of this transaction, HeartCore Co.

became our 97.5%-owned subsidiary and the former shareholders of HeartCore Co.

became the owners of 100% of our outstanding common stock

as of July 16, 2021.

February 24, 2022, the Company purchased 278 shares of HeartCore Co.

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.

September 6, 2022, HeartCore Enterprises, Inc.

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 .

The acquisition was closed on February 1, 2023.

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.

July 15, 2021, the Company, HeartCore Co.

Yamamoto entered into a memorandum regarding share exchange agreement (the “Memorandum”)

with Information Services International-Dentsu Ltd.

(“ISI-Dentsu”), a shareholder of HeartCore Co., which became a stockholder

of the Company pursuant to the share exchange agreement.

to the Memorandum, the parties agreed on certain matters related to the operations of the Company and HeartCore Co., which would remain

in place until the earlier of (1) the parties unanimous agreement to terminate the Memorandum;

(2) if Dentsu ceases to be a stockholder

of the Company;

(3) if an application by the Company for the listing of its shares is approved by Nasdaq;

or (4) upon the effectiveness

of a registration statement filed by the Company under the Securities Act for an initial public offering of its stock (which was satisfied

when the Company closed its initial public offering on February 14, 2022).

Therefore, the Memorandum ceased to be in effect upon the

closing of our initial public offering on February 14, 2022.

to the Memorandum, the Company and HeartCore Co.

agreed to give advance notice to Dentsu when decisions are made with respect to any

of the following matters pertaining to the Company or 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;

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);

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

of any securities exchange or securities market on which the Company’s securities are traded or listed for trading, Mr.

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

A petition for bankruptcy

or commencement of civil rehabilitation proceedings filed by Mr.

Yamamoto himself;

Transfer or acquisition

of shares of HeartCore Co.

or its related parties;

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

exchange or securities market on which the Company’s securities are traded or listed for trading, and provided that legal counsel

to the Company does not advise the Company that any such notification is inadvisable due to such information being material non-public

information or due to such disclosure being a breach of the fiduciary duties of the officers or Directors of the Company, the Company

or HeartCore Co.

also agreed to provide to Dentsu a summary of the following matters pertaining to the Company or 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;

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;

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;

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

any such notification is inadvisable due to such information being material non-public information or due to such disclosure being a

breach of the fiduciary duties of the officers or Directors of the Company, if Sumitaka Yamamoto becomes aware of the occurrence of the

following matters pertaining to himself and other matters that are important in terms of credit status, etc., he agreed to immediately

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

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.

Yamamoto purchase all or part of the shares held by it (including any other

option rights to acquire shares), in the event that the Company, HeartCore Co.

Yamamoto breaches any of its obligations under

the Memorandum and fails to remedy such breach within 30 days, if the representations and warranties in the Memorandum are not true or

accurate, or where it is subsequently found that the preconditions for the execution of the Memorandum were not been satisfied.

may cause a third party to acquire such shares with the approval of Dentsu.

per share-transfer price for the shares in this case shall be the purchase price paid by Dentsu for the acquisition of shares of HeartCore

Co., subject to appropriate adjustments for stock splits, stock consolidations, and similar events involving the shares.

any withholding tax is imposed upon the transfer price of the shares the amount equivalent to such withholding tax will be borne by the

purchaser and the purchaser is required to pay Dentsu the entire amount of the transfer amount so that the amount Dentsu receives after

withholding is the transfer price set forth in the Memorandum.

Company and HeartCore Co.

also agreed to hold regular business briefings at least once a quarter and to provide Dentsu with reports on

the business execution of the Company and HeartCore Co.

and monthly trial balances of the Company and HeartCore Co.

(including balance

sheets, profit and loss statements, and cash flow statements).

Yamamoto agreed that if he wished to transfer all or part of the shares of the Company that he held to a third party, he will notify

Dentsu at least 40 business days prior to the scheduled date of payment of the transfer price of such shares, providing the details regarding

the proposed sale.

Dentsu then has the right to participate in the transfer under the same terms and conditions and to transfer all of

the shares held by Dentsu to the buyer in the proposed transaction.

If Dentsu makes such an election, Mr.

Yamamoto agreed to negotiate

with the buyer and take all necessary measures to transfer the shares that Dentsu desires to transfer.

Memorandum also provides that in the event that Mr.

Yamamoto voluntary resigns as a director of the Company or HeartCore Co.

of office expires, the Company or HeartCore Co.

shall immediately add another person who shall be concurrently responsible for the obligations

incurred by Mr.

Yamamoto in connection with the Memorandum, upon approval of Dentsu.

Memorandum contains customary representations and warranties by Mr.

Yamamoto relating to the Company and HeartCore Co.

and customary

confidentiality, indemnification and other miscellaneous provisions.

The Memorandum is governed by and construed in accordance with the

laws of Japan.

Purchase Agreement – Dentsu Digital Investment Limited

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

pursuant to which the Company 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 agreed 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.

February 24, 2022, the Company purchased 278 shares of HeartCore Co.

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.

Party Transactions

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, 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

share throughout a period of ten years from the grant date.

The stock options will vest 50% on the grant date and February 1, 2024, respectively.

March 22, 2023, the Company granted 671,350 shares of common shares to the employees and service providers of Sigmaways.

August 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 various

stock-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-based

or cash-based awards.

As of December 31, 2023, the Company has not granted any stock-based compensation awards to employees, including

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

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

October 23, 2023, we entered into the At The Market Offering Agreement with H.C.

Wainwright & Co., LLC (the “Manager”),

as sales agent.

Pursuant to the prospectus supplement and accompanying base prospectus relating to the offering and under terms of the

At the Market Offering Agreement, filed with the SEC on October 23, 2023, the Company may, from time to time, in transactions that are

deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities

Act”) issue and sell through or to the Manager, up to a maximum aggregate amount of $1,988,229 of shares of the Company’s

common stock (the “Shares”).

The issuance and sale of the Shares to or through the Manager from time to time will be effected

pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (File No.

333-270503), which was declared

effective by the Securities and Exchange Commission on April 12, 2023 (the “Registration Statement”), and the related prospectus

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

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.

sales and marketing strategy is focused on supporting growth-stage Japanese enterprises seeking access to U.S.

capital markets through

our Go IPO service offering.

We specialize in providing end-to-end advisory and execution support to companies navigating the transition

from Japanese domestic standards to the regulatory, financial reporting, and governance requirements applicable to U.S.

public companies.

traditional software-driven sales models, our go-to-market approach is relationship-driven and highly targeted.

We primarily source potential

clients through our established network of strategic partners, including securities firms, legal advisors, accounting firms, and financial

consultants, as well as through referrals from existing clients and industry participants.

We also engage directly with prospective clients

through industry seminars, educational workshops, and targeted outreach to companies that we believe are suitable candidates for U.S.

Our sales process typically begins

with an initial assessment of a prospective client’s readiness for a U.S.

public listing, including an evaluation of financial reporting

capabilities, internal controls, and corporate governance structures.

Based on this assessment, we provide tailored advisory proposals

that outline the scope of services required to achieve compliance with U.S.

regulatory standards.

Engagements are generally structured

as long-term advisory relationships, reflecting the complexity and duration of the IPO preparation process.

We further expand our client base

by cultivating long-term relationships with key stakeholders in the capital markets ecosystem.

Our partnerships enable us to maintain

a steady pipeline of potential clients and enhance our ability to deliver integrated solutions across legal, financial, and operational

Our marketing efforts are focused

on establishing thought leadership and building credibility within our target market.

We conduct and participate in industry events, publish

educational content related to U.S.

capital markets and regulatory requirements, and leverage our professional network to increase awareness

of our services.

These efforts are designed to position us as a trusted partner for Japanese companies seeking cross-border capital market

opportunities.

In addition, we support client retention and expansion through ongoing advisory services following initial engagements.

As clients progress through their IPO journey and beyond, we provide continuous support in areas such as financial reporting, compliance,

and investor relations, which may lead to additional service opportunities.

market for providing consulting services to private Japanese companies seeking to list on United States securities exchanges is highly

competitive and fragmented.

We compete with a wide range of firms, from large global consultancies to specialized boutique firms and

financial services providers.

primary competitors generally fall into the following categories:

Global Consulting and Accounting Firms:

Large multinational

firms provide comprehensive IPO readiness, internal control conversion, and U.S.

GAAP reconciliation services (from generally accepted

accounting principles in Japan (“Japanese GAAP”).

These firms possess significant brand recognition, vast global resources,

and long-standing relationships with Japanese conglomerates.

Specialized Financial Advisory and IR Firms:

boutique firms in both Japan and the U.S.

specialize in investor relations, “equity story” development, and English-language

financial communications.

Investment Banks and Underwriters:

While we do not act

as an underwriter or broker-dealer, the advisory arms of major investment banks often provide preliminary structuring and “readiness”

advice to their clients as part of the underwriting relationship.

Competitive Advantages

believe our ability to compete effectively depends on several factors, including but not limited to, our specific expertise in the Japan-to-U.S.

listing pipeline, our unique fee structure, and the quality of our bilingual execution.

Our competitive strengths include:

Niche Specialization:

Unlike broad-based consultancies,

our Go IPO suite is specifically engineered for the unique regulatory and cultural hurdles Japanese issuers face when entering the U.S.

markets (e.g., Japanese GAAP to U.S.

GAAP conversion and SEC-compliant internal control documentation).

Integrated Execution:

By combining technical accounting

support, process mining technology, English-language translation, and investor deck preparation into a single service suite, we offer

a “one-stop” solution that reduces the administrative burden on the issuer’s management.

Aligned Compensation Model:

Our willingness to accept

a portion of our compensation in the form of warrants aligns our long-term interests with the successful public debut and post-listing

performance of our clients.

Independence:

Because we do not act as auditors, underwriters

or legal counsel, we occupy an independent advisory role that allows us to assist clients with introductions to these third-party professionals

without the conflicts of interest inherent in integrated financial institutions.

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.

of our current and potential competitors have significantly greater financial, technical, and marketing resources than we do.

have longer operating histories, larger client bases, and more established relationships with U.S.

exchanges and regulators.

competition could result in price reductions, reduced operating margins, or a loss of market share.

To remain competitive, we must continue

to enhance our service offerings and maintain our reputation for successfully navigating the complexities of the U.S.

IPO process for

Japanese issuers.

Establishment of Higgs Field Co., Ltd.

In October 2025, the Company established

Higgs Field Co., Ltd.

as a new subsidiary in Japan as part of its strategic transition toward financial services-related business opportunities.

Higgs Field Co., Ltd.

is currently engaged in providing consulting services related to digital securities, including

self-offered corporate bonds and similar instruments.

Over the longer term, the Company intends to expand this business by pursuing registration

as a licensed securities firm in Japan, which would enable it to broaden the scope of its services, subject to obtaining the necessary

regulatory approvals.

of 51% Interest in Sigmaways, Inc.

In 2025, the Company made the strategic decision to sell its software business assets in Japan and to concentrate

its efforts on the GO IPO consulting business.

In connection therewith, in addition to the HeartCore Japan Sale, which closed on October

31, 2025, the Company is assessing all strategic alternatives to divest its 51% equity interest in Sigmaways, Inc.

to a third party.

As of the date of this report, the Company has not entered into a definitive agreement with respect to a sale of its equity interest in Sigmaways.

Accordingly, there can be no assurance that any transaction will be consummated.

Any potential transaction remains subject to, among

other things, the negotiation and execution of definitive agreements and the satisfaction of customary closing conditions.

of HeartCore Japan

October 31, 2025, the Company entered into the HeartCore Japan Agreement with Smith Japan in relation to the HeartCore Japan Sale.

to the terms of the HeartCore Japan Agreement, the purchase price of the HeartCore Japan Sale was ¥1,800,418,650 (equivalent to approximately

$12 million, based on the October 31, 2025 Federal Reserve conversion rate of ¥154.10 = USD $1) (the “Purchase Price”),

subject to adjustment as set forth in the HeartCore Japan Agreement, to be paid as follows:

An amount of ¥1,013,340,000 less the amount of HeartCore

Japan’s debts as set forth in the HeartCore Japan Agreement (the “Estimated Debt”) will be paid by the Smith Japan

to the Company on the closing date (such final amount, the “Closing Payment”).

An amount of ¥126,133,200 (the “Holdback Amount”)

will be retained by the Smith Japan from the Closing Payment, and, subject to the provisions of the HeartCore Japan Agreement, will be

paid by Smith Japan to the Company on the first business day occurring the later of:

(a) 180 days after the closing date, or (b) if applicable,

the date the Net Tangible Assets (as defined in the HeartCore Japan Agreement) is finally determined pursuant to the terms of the HeartCore

Japan Agreement (the “Holdback Release Date”).

An amount of ¥273,866,800 (the “Long Term Holdback

Amount”) in respect of the agreements (“Multi-year Licensing Agreements”) concerning the licensing of HeartCore Japan’s

“HeartCore CMS” product to a specified customer for a period of more than one year will be retained by Smith Japan from the

Closing Payment and will be paid by Smith Japan as set forth in the HeartCore Japan Agreement.

Subject to the provisions of the HeartCore Japan Agreement,

an amount of ¥387,078,650 (the “Deferred Consideration”), which shall consist of a principal amount of ¥322,700,000

with an uncompounded rate of interest of 6.65% per annum, will be retained by Smith Japan from the Closing Payment and will be paid by

Smith Japan on October 31, 2028, the third annual anniversary of the closing date.

Within five business days following the final determination

of the actual amount of HeartCore Japan’s debts as of the closing (the “Final Debt Amount”), Smith Japan shall pay

to the Company an amount equal to (i) the Estimated Debt minus (ii) the Final Debt Amount.

For the avoidance of doubt, if the Final Debt

Amount is greater than the Estimated Debt, no payment shall be owed by Smith Japan.

to the terms of the HeartCore Japan Agreement, for a period of six months following the closing date, (i) the Company agreed to provide

Smith Japan with certain accounting and reporting transition services, and (ii) Smith Japan agreed to provide the Company with certain

human resources transition services.

HeartCore Japan Agreement contains customary representations, warranties, conditions, covenants, and indemnification obligations for

a transaction of this type.

HeartCore Japan Sale closed on October 31, 2025.

Distribution to Stockholders

USA and its Board of Directors deemed it in the best interests of HeartCore USA and its stockholders to authorize a one-time payment

to its stockholders in the amount of $0.13 per share of common stock.

federal tax purposes, this payment to stockholders will

be deemed to be a distribution.

The record date for holders of HeartCore USA’s common stock to participate in the distribution

was November 10, 2025, and the payment date was November 17, 2025.

Notice Regarding Minimum Bid Price Requirement

May 6, 2025, we received written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualification Department (the “Nasdaq

Staff”) indicating that we were 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 our common stock on the Nasdaq Capital Market under the symbol “HTCR,”

and we are currently monitoring the closing bid price of our common stock and evaluating our 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, we no longer meet this requirement.

The Bid Price Notice indicated that we will be provided

180 calendar days, or until November 3, 2025, in which to regain compliance.

If we failed to regain compliance with Rule 5550(a)(2) prior

to the expiration of the 180 calendar day period, but meet 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 provide written notice of our intention to cure the deficiency during the second compliance period by effecting a reverse

stock split, if necessary, then we may be granted an additional 180 calendar days to regain compliance with Rule 5550(a)(2).

November 4, 2025, the Nasdaq Staff notified us of its determination that HeartCore USA is eligible for an additional 180-day period,

or until May 1, 2026, to regain compliance with the Minimum Bid Price Requirement.

If at any time during this additional time period

the closing bid price of HeartCore USA’s security is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq

will close the matter.

compliance cannot be timely demonstrated, the Nasdaq Staff will provide notify us that our common stock will be delisted.

At that time,

we may appeal the Nasdaq Staff’s determination to a Hearings Panel.

There can be no assurance that we will be able to regain compliance

with the Minimum Bid Price Requirement, even if we maintain compliance with the other listing requirements.

We are considering actions

that we may take in response to the Bid Price Notice in order to regain compliance with the continued listing requirements, including

a reverse stock split, if necessary, but no decisions regarding a response have been made at this time.

Our corporate headquarters were

previously operated through HeartCore Co., Ltd.

On October 31, 2025, we disposed of HeartCore Co., Ltd.

and, on the same date, established

Higgs Field Co., Ltd.

From November 1, 2025 through January 10, 2026, Higgs Field Co., Ltd.

operated from office space within HeartCore

On January 11, 2026, we relocated our office to 14F, Shibuya Sakura Stage Central Building, 1-2 Sakuragaoka-cho,

Shibuya-ku, Tokyo, Japan, where we lease approximately 2,005 square feet of office space from an unaffiliated third party.

has a term from January 11, 2026 through January 10, 2028, with an expected renewal period of an additional two years.

Terms of the office

lease provide for a base rent payment of $23,268 per month and a share of sales taxes of $2,327 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 $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.

is located at JP Tower 14F, 2-7-2 Marunouchi, Chiyoda-ku, Tokyo,

Japan, where we lease office space from an unaffiliated third party.

This lease has a term ending in March 2026.

Terms of the office lease

provide for a base rent payment of $935 per month and a share of sales taxes of $94 per month.

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

millions of organizations grow better requires a truly remarkable team.

We are passionate about building a company culture where people

can do their best work.

Our company culture and our people are not just human resources priorities but critical business priorities.

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

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

are passionate about building a company culture where people can do their best work.

Our company culture and our people are not just

human resources priorities but critical business priorities.

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, 2025, we had 44 full-time employees.

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.

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.

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

federal and state and foreign laws and regulations, including laws and

regulations involving privacy, data protection, security, intellectual property, competition, taxation, anti-corruption, anti-bribery,

anti-money laundering, and other similar laws.

Many of these laws and regulations are still evolving and are likely to remain uncertain

for the foreseeable future, and these laws and regulations can vary significantly from jurisdiction to jurisdiction.

The costs of complying

with these laws and regulations are high and likely to increase in the future.

Further, the impact of these laws and regulations may

disproportionately affect our business in comparison to our competitors that have greater resources.

the United States, we are subject to data security and privacy rules and regulations promulgated under the authority of the Federal Trade

Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the California Consumer Privacy Act of 2018

(the “CCPA”), and other state and federal laws relating to privacy and data security.

The CCPA requires covered businesses

to provide new disclosures to California residents and to provide them new ways to opt-out of the sale of personal information, and provides

a private right of action and statutory damages for data breaches.

Other jurisdictions in the United States are beginning to propose

laws similar to the CCPA.

a result of our international operations, we must comply with a multitude of data security and privacy laws that may vary significantly

from jurisdiction to jurisdiction.

Virtually every jurisdiction in which we operate has established or is in the process of establishing

data security and privacy legal frameworks with which we or our customers must comply.

Our failure to comply with the laws of each jurisdiction

may subject us to significant penalties.

For example, the data protection landscape in Europe, including with respect to cross-border

data transfers, is currently unstable and other countries outside of Europe have enacted or are considering enacting cross-border data

transfer restrictions and laws requiring local data residency.

Company Act of 1940

GO IPO business assists companies in navigating the IPO process in the U.S.

We assist companies in improving their internal

systems, planning, and readiness to take their company through the IPO process.

We also assist with introductions to third party professional

advisors such as law firms, investment bankers, and auditors, in order that clients can make their selections, at their sole discretion.

We do not provide investment advice regarding the value of securities, nor do we engage in the solicitation of investors or the negotiation

of securities transactions.

We do not provide accounting or legal advice.

If state or federal regulatory agencies determined that we

provided legal or investment advice in violation of existing law, there could be a material adverse effect on our business operations

and stock value.

are not an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

Act has restrictions that could make it impractical for us to continue our business as contemplated.

Our GO IPO services are consulting

services only, and we are not in the business of investing, reinvesting or trading in securities.

An entity will generally be deemed

an “investment company” under Section 3(a)(1) of the 1940 Act if:

(a) it is or holds itself out as being engaged primarily,

or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption,

it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

We conduct our operations so that we will not be deemed an investment

our activities were deemed to be those of an unregistered broker-dealer or investment adviser, we could face significant civil and criminal

penalties and our consulting contracts could be rendered void.

Laundering (“AML”)

Financial Crimes Enforcement Network (“FinCEN”) is a bureau of the U.S.

Department of the Treasury that safeguards the financial

system from illicit use, combats money laundering, and counters terrorism financing.

Beginning January 1, 2026, new FinCEN rules have

expanded AML compliance program requirements to a broader range of consultants and advisers.

We maintain internal protocols designed to monitor for suspicious activity as part of our internal risk management

operations in Japan are subject to complex and evolving regulatory requirements, and failure to comply with these regulations could have

a material adverse effect on our business.

operate, and intend to expand our operations, in Japan in areas that may be subject to regulation under various Japanese laws and regulations,

including, but not limited to, the Financial Instruments and Exchange Act, the Foreign Exchange and Foreign Trade Act, and the Act on

the Protection of Personal Information.

These laws impose, or may impose, restrictions, licensing requirements, reporting obligations,

and other compliance obligations on our current and planned business activities.

particular, our current consulting services relating to digital securities and our planned expansion into financial services may require

us to obtain registrations or licenses under the Financial Instruments and Exchange Act, including registration as a Type I Financial

Instruments Business Operator.

There can be no assurance that we will be able to obtain such licenses in a timely manner, or at all.

If we are required to obtain such licenses and fail to do so, we may be subject to administrative penalties, business restrictions, or

other enforcement actions, which could materially and adversely affect our business.

addition, our cross-border activities and transactions may be subject to regulations under the Foreign Exchange and Foreign Trade Act,

including notification or approval requirements.

Failure to comply with such requirements could result in penalties or restrictions on

our operations.

also collect and process certain personal information in the course of our operations, and are therefore subject to data protection and

privacy regulations in Japan, including the Act on the Protection of Personal Information.

Any failure to comply with applicable data

protection laws or to adequately safeguard personal information could result in legal liability, regulatory penalties, and reputational

Furthermore, applicable laws and regulations

in Japan are subject to change, and regulatory authorities may introduce new interpretations or enforcement practices.

As a result, we

may be required to modify our business practices, incur additional compliance costs, or obtain additional approvals, any of which could

have a material adverse effect on our business, financial condition, and results of operations.

time to time, we are involved in various legal proceedings arising from the normal course of business activities.

8 unchanged sentences

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What changed 10-K

Item 1. Business