CORRESP Filing
HeartCore Enterprises, Inc.
Date: Aug. 29, 2025 · CIK: 0001892322 · Accession: 0001641172-25-026015
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288937
Letter
Office of Technology Division of Corporation Finance Securities and Exchange Commission F. Street, N.E. Washington, D.C. 20549 Re: HeartCore Enterprises, Inc. Registration Statement on Form S-1 Filed July 25, 2025 File No. 333-288937
Dear Sir or Madam:
We have electronically filed herewith on behalf of HeartCore Enterprises, Inc. (the " Company ") Amendment No. 1 (" Amendment No. 1 ") to the above-referenced Registration Statement on Form S-1. Amendment No. 1 is marked to show changes made from the previous filing made on July 25, 2025 (the " Prior Filing "). We have included a narrative response herein keyed to the comments of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission (the " SEC ") set forth in the Staff's comment letter to Sumitaka Yamamoto, Chief Executive Officer of the Company, dated August 8, 2025. We trust you shall deem the contents of this letter responsive to your comment letter.
Registration Statement on Form S-1
Cover page
1. Comment : 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.
Response: In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to state that the selling stockholder is an underwriter with respect to the resale of the shares issuable under the Equity Purchase Agreement.
Prospectus Summary
Equity Purchase Agreement, page 2
2. Comment : 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.
Response: In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to disclose how the selling stockholder's purchase price for the Advance Shares is calculated and to disclose that there is a minimum pricing condition in the Equity Purchase Agreement that serves as a floor to the purchase price.
3. Comment : 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 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.
Response: In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to disclose (i) that the Company may not have access to the full $25 million amount available under the Equity Purchase Agreement, (ii) the amount of net proceeds the Company would receive under the Equity Purchase Agreement if the Company issued to the Selling Stockholder all 20,833,333 shares being registered based upon the most recent trading price of the Company's shares, the discounted purchase price to be paid by the Selling Stockholder, and taking into account the cash fee the Company will pay to the placement agent that will be 8% of the amount of each advance notice and (iii) the total number of shares the Company would have to issue to obtain the $25 million maximum amount under the Equity Purchase Agreement based upon the Company's most recent share price, discounted purchase price and placement agent fee.
Plan of Distribution, page 25
4. Comment : 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.
Response: In response to the foregoing comment, the Company has filed the placement agent agreement as Exhibit 10.61 to Amendment No. 1.
5. Comment : 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.
Response: In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to disclose that unlike the Selling Stockholder, Moody Capital has not agreed to not engage in any short sales or hedging transactions during the term of the Equity Purchase Agreement. However, Moody Capital has advised the Company that it does not intend to engage in any short sales or hedging transactions.
If the Staff has any further comments regarding Pre-Effective Amendment No. 1 to the registration statement on Form S-1, or any subsequent amendments to the Company's registration statement on Form S-1, please feel free to contact the undersigned.
ANTHONY, LINDER & CACOMANOLIS, PLLC
By:
/s/ Laura Anthony
Laura Anthony, Esq.
cc: Kathleen Krebs/U.S. Securities and Exchange Commission
Larry Spirgel/U.S. Securities and Exchange Commission
Sumitaka Yamamoto/HeartCore Enterprises, Inc.
Craig D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832
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CORRESP
1
filename1.htm
LAURA
ANTHONY, ESQ.
CRAIG
D. LINDER, ESQ.*
JOHN
CACOMANOLIS, ESQ.**
Associates
and OF COUNSEL:
JOSEPHINE
CARINO, ESQ.***
CHAD
FRIEND, ESQ., LLM
MICHAEL
R. GEROE, ESQ., CIPP/US****
JESSICA
HAGGARD, ESQ. *****
christopher
t. hines ******
PETER
P. LINDLEY, ESQ., CPA, MBA
JOHN
LOWY, ESQ.*******
STUART
REED, ESQ.
LAZARUS
ROTHSTEIN, ESQ.
SVETLANA
ROVENSKAYA, ESQ.********
HARRIS
TULCHIN, ESQ. *********
WWW.ALCLAW.COM
WWW.SECURITIESLAWBLOG.COM
DIRECT
E-MAIL: LANTHONY@ALCLAW.COM
*licensed
in CA, FL and NY
**licensed
in FL and NY
***
licensed in CA
****licensed
in CA, DC, MO and NY
*****licensed
in Missouri
******licensed
in CA and DC
*******licensed
in NY and NJ
********licensed
in NY and NJ
*********licensed
in CA and HI (inactive in HI)
August
29, 2025
VIA
ELECTRONIC EDGAR FILING
Office
of Technology
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
HeartCore
Enterprises, Inc.
Registration
Statement on Form S-1
Filed
July 25, 2025
File
No. 333-288937
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of HeartCore Enterprises, Inc. (the " Company ") Amendment No. 1 (" Amendment
No. 1 ") to the above-referenced Registration Statement on Form S-1. Amendment No. 1 is marked to show changes made from the
previous filing made on July 25, 2025 (the " Prior Filing "). We have included a narrative response herein keyed to
the comments of the staff of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") set forth in the Staff's comment letter to Sumitaka Yamamoto, Chief Executive Officer of the Company,
dated August 8, 2025. We trust you shall deem the contents of this letter responsive to your comment letter.
Registration
Statement on Form S-1
Cover
page
1.
Comment :
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.
Response:
In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to state that the selling stockholder
is an underwriter with respect to the resale of the shares issuable under the Equity Purchase Agreement.
Prospectus
Summary
Equity
Purchase Agreement, page 2
2.
Comment :
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.
Response:
In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to disclose how the selling stockholder's
purchase price for the Advance Shares is calculated and to disclose that there is a minimum pricing condition in the Equity Purchase
Agreement that serves as a floor to the purchase price.
3.
Comment :
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 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.
Response:
In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to disclose (i) that the Company
may not have access to the full $25 million amount available under the Equity Purchase Agreement, (ii) the amount of net proceeds
the Company would receive under the Equity Purchase Agreement if the Company issued to the Selling Stockholder all 20,833,333
shares being registered based upon the most recent trading price of the Company's shares, the discounted purchase price to
be paid by the Selling Stockholder, and taking into account the cash fee the Company will pay to the placement agent that will be
8% of the amount of each advance notice and (iii) the total number of shares the Company would have to issue to obtain the $25 million
maximum amount under the Equity Purchase Agreement based upon the Company's most recent share price, discounted purchase price
and placement agent fee.
Plan
of Distribution, page 25
4.
Comment :
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.
Response:
In response to the foregoing comment, the Company has filed the placement agent agreement as Exhibit 10.61 to Amendment No. 1.
5.
Comment :
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.
Response:
In response to the foregoing comment, the Company has revised the disclosure in Amendment No. 1 to disclose that unlike the Selling
Stockholder, Moody Capital has not agreed to not engage in any short sales or hedging transactions during the term of the Equity
Purchase Agreement. However, Moody Capital has advised the Company that it does not intend to engage in any short
sales or hedging transactions.
If
the Staff has any further comments regarding Pre-Effective Amendment No. 1 to the registration statement on Form S-1, or any subsequent
amendments to the Company's registration statement on Form S-1, please feel free to contact the undersigned.
ANTHONY,
LINDER & CACOMANOLIS, PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Kathleen
Krebs/U.S. Securities and Exchange Commission
Larry
Spirgel/U.S. Securities and Exchange Commission
Sumitaka
Yamamoto/HeartCore Enterprises, Inc.
Craig
D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832