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CORRESP Filing

HeartCore Enterprises, Inc.
Date: Sept. 11, 2025 · CIK: 0001892322 · Accession: 0001493152-25-013088

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File numbers found in text: 333-288937

Date
Sept. 11, 2025
Author
/s/
Form
CORRESP
Company
HeartCore Enterprises, Inc.

Letter

Office of Technology Attention: Ms. Kathleen Krebs Mr. Larry Spirgel Re: HeartCore Enterprises, Inc. Registration Statement Filed on Resale Form S-1 (File No. 333-288937)

Dear Ms. Krebs and Mr. Spirgel:

On behalf of HeartCore Enterprises, Inc. (the "Company"), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 P.M. Eastern Time on Monday, September 15, 2025, or as soon thereafter as is practicable.

The Company acknowledges that:

● should the U.S. Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

Sincerely,
/s/
Sumitaka Yamamoto

Show Raw Text
CORRESP
 1
 filename1.htm

 HEARTCORE
ENTERPRISES, INC.

 1-2-33,
Higashigotanda, Shinagawa-ku

 Tokyo,
Japan 141-0022

 September
11, 2025

 CORRESPONDENCE
FILING VIA EDGAR

 U.S.
Securities and Exchange Commission

 Department
of Corporate Finance

 Office
of Technology

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Ms. Kathleen Krebs

 Mr.
Larry Spirgel

 Re:
 HeartCore
 Enterprises, Inc.

 Registration
 Statement Filed on Resale Form S-1

 (File
 No. 333-288937)

 Dear
Ms. Krebs and Mr. Spirgel:

 On
behalf of HeartCore Enterprises, Inc. (the "Company"), in accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that
it will be declared effective at 4:00 P.M. Eastern Time on Monday, September 15, 2025, or as soon thereafter as is practicable.

 The
Company acknowledges that:

 ●
 should
 the U.S. Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority,
 declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

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

 Sincerely,

 /s/
 Sumitaka Yamamoto

 Sumitaka
 Yamamoto

 Chief
 Executive Officer

 cc:
 Craig
 D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC