SecProbe.io

CORRESP
1
filename1.htm

HeartCore
Enterprises, Inc.

1-2-33, Higashigotanda, Shinagawa-ku

Tokyo, Japan

+81-3-6409-6966

April
11, 2023

Mr.
Austin Pattan

Office
of Technology

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    RE:
    HeartCore
    Enterprises, Inc. (the “Company”)

    Registration
    Statement on Form S-3

    File
    No. 333-270503

Dear
Mr. Pattan:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. (Eastern
Time) on April 12, 2023, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, the Commission is not foreclosed from taking any action with respect to the Registration Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

Very
truly yours,

HEARTCORE
ENTERPRISES, INC.

    By:

    /s/
    Sumitaka Yamamoto

    Name:

    Sumitaka
    Yamamoto

    Title:

    Chief
    Executive Officer