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 August 8, 2025

Sumitaka Yamamoto
Chief Executive Officer
HeartCore Enterprises, Inc.
1-2-33, Higashigotanda, Shinagawa-ku
Tokyo, Japan 141-0022

 Re: HeartCore Enterprises, Inc.
 Registration Statement on Form S-1
 Filed July 25, 2025
 File No. 333-288937
Dear Sumitaka Yamamoto:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover page

1. Please disclose that the selling stockholder is an underwriter with
respect to the resale
 of the shares issuable under the Equity Purchase Agreement. For
guidance, refer to
 Question 139.13 of the Securities Act Sections Compliance and Disclosure
 Interpretations.
Prospectus Summary
Equity Purchase Agreement, page 2

2. Please disclose how the selling stockholder's purchase price for the
Advance Shares is
 calculated. In addition, disclose if there is a floor to the purchase
price.
3. Please disclose that you may not have access to the full $25 million
amount available
 under the Equity Purchase Agreement. To provide context, disclose the
amount of net
 August 8, 2025
Page 2

 proceeds you would receive under the Equity Purchase Agreement if you
issued to the
 Selling Stockholder all 54,230,876 shares being registered based upon
the most recent
 trading price of your shares, the discounted purchase price to be paid
by the Selling
 Stockholder, and taking into account the cash fee you will pay to the
placement agent
 that will be 8% of the amount of each advance notice. Also disclose the
total number
 of shares you would have to issue to obtain the $25 million maximum
amount under
 the Equity Purchase Agreement based upon your most recent share price,
discounted
 purchase price and placement agent fee.
Plan of Distribution, page 25

4. We note that you have engaged Moody Capital Solutions, Inc. to act as a
placement
 agent in connection with the Equity Purchase Agreement and Securities
Purchase
 Agreement and will pay it cash fees and warrants, including a cash fee
of 8% of the
 amount of each advance notice under the Equity Purchase Agreement and
warrants to
 purchase shares equal to 8% of the fully diluted number of shares of
common stock
 or common stock equivalents purchased or purchasable by any investors in
 connection with the Equity Purchase Agreement and Securities Purchase
 Agreement. Please file the placement agent agreement as an exhibit.
5. You indicate that the Selling Stockholder has agreed not to engage in
any short sales
 or hedging transactions during the term of the Equity Purchase
Agreement. Also
 disclose whether the placement agent will engage in any short sales or
hedging
 transactions.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kathleen Krebs at 202-551-3350 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Craig D. Linder, Esq.
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