SecProbe.io

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

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>

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

CORRESP
1
filename1.htm

ANTHONY
L.G., PLLC

    laura
                                            aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
                                            COUNSEL:

    Jack
    A. Fattal, esq.***

    Jessica
    Haggard, esq. ****

    MICHAEL
    R. GEROE, ESQ, CIPP/US*****

    CRAIG
    D. LINDER, ESQ******

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.*******

    STUART
    REED, ESQ

    Harris
    Tulchin, Esq. ********

    DIRECT
                                            E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***
licensed in NY

****licensed
in Missouri

*****licensed
in CA, DC, MO and NY

******licensed
in CA, FL and NY

*******licensed
in NY and NJ

********licensed
in CA and HI (inactive in HI)

February
8, 2022

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.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    on January 25, 2022

    File
    No. 333-261984

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of HeartCore Enterprises, Inc. (the “Company”) Pre-Effective Amendment
No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form S-1. Amendment No. 2 is marked to
show changes made from the previous filing made on January 25, 2022 (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 February 7, 2022. We trust you shall deem the contents of this letter responsive to your comment letter.

Amendment
No. 1 to Registration Statement on Form S-1

Impact
of the COVID-19 Pandemic, page 19

    *

    1.
    Comment:
    We note your revised disclosures in response to prior comment 2 indicating that the reduction in the net retention rate for your
    digital transformation business unit (RPA business) was due to a number of small and medium-sized customers cancelling their contracts
    due to the COVID-19 pandemic. Consistent with comment 4 in the letter dated December 9, 2021 regarding disclosure of the specific
    impact of the COVID-19 pandemic, please revise to also address your loss of customers. Also, as previously requested, please make
    conforming revisions to the discussion of the impact of the COVID-19 pandemic throughout your filing in the Risk Factors, Management’s
    Discussion and Analysis, and Description of Business sections.

    Response:
    In response to the Staff’s comment, the Company has revised its disclosure regarding the impact of the COVID-19
    pandemic in the Prospectus Summary, Risk Factors, Management’s Discussion and Analysis and Description of Business sections
    to specifically discuss its loss of customers due to the COVID-19 pandemic where a number of small and medium-sized customers
    of the RPA business unit cancelled their contracts due to the COVID-19 pandemic.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Key
Factors Affecting Our Results of Operations

Our
Ability to Manage and Retain Customer Renewals, page 64

    2.
    Comment:
    We note the additional disclosure in response to prior comment 2, including that the net retention rate for paying customers of
    your customer experience management business unit (CMS business) was 95%, 95% and 92% as of September 30, 2021, December 31, 2020
    and 2019, respectively. Please clarify the other disclosure that you had a net retention rate of 98% among the existing customers
    of your CMS business. In this regard, disclose if this rate also takes into account your non-paying customers.

    Response:
    In response to the Staff’s comment, the Company has revised its disclosure in Amendment No. 2 to clarify that the Company
    had a net retention rate of 98% among its combined paying and non-paying customers in its CMS business.

Consolidated
Balance Sheets, page F-23

    3.
    Comment:
    We note that you revised the unaudited consolidated financial statements as of September 30, 2021 in response to prior comment 5.
    Please revise to label the financial statements as restated and provide disclosure describing the nature and effect of the error.
    Refer to ASC 250-10-50-7.

    Response:
    In response to the Staff’s comment, the Company has revised the unaudited consolidated financial statements as of September
    30, 2021 to label such statements as restated and provide disclosure describing the nature and effect of the error.

If
the Staff has any further comments regarding Amendment No. 2 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
    L.G., PLLC

    By:

    /s/
    Laura Anthony, Esq.

    Laura
    Anthony, Esq.

    cc:
    Melissa
    Walsh/U.S. Securities and Exchange Commission

    Stephen
    Krikorian/U.S. Securities and Exchange Commission

    Austin
    Pattan/U.S. Securities and Exchange Commission

    Matthew
    Crispino/U.S. Securities and Exchange Commission

    Sumitaka
    Yamamoto/HeartCore Enterprises, Inc.

    Craig
    D. Linder, Esq./Anthony L.G., PLLC

625
N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

CORRESP
1
filename1.htm

HeartCore
Enterprises, Inc.

1-2-33,
Higashigotanda, Shinagawa-ku

Tokyo,
Japan

February
8, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    HeartCore
    Enterprises, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001892322

    File
    No. 333-261984

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, HeartCore Enterprises, Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:30 p.m. Eastern
Time on February 9, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    HeartCore
    Enterprises, Inc.

    /s/
    Sumitaka Yamamoto

    Sumitaka
    Yamamoto

    Chief
    Executive Officer

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

November
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    Mobiquity
    Technologies, Inc.

    Registration
    Statement on Form S-1 (File No. 333-260364)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Spartan Capital Securities LLC, the Lead Managing Underwriter, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, December 1, 2021, or as soon thereafter
as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately ____ copies of the preliminary
prospectus dated __________, 2021, as amended, have been distributed to prospective underwriters and dealers, institutional investors,
retail investors and others.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Jason Diamond

    Name:
    Jason
    Diamond

    Title:
    Head
    of Investment Banking

Revere
Securities LLC

650
Fifth Avenue, 35th Floor

New
York, NY 10019

November
29, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Mobiquity
    Technologies, Inc.

    Registration
    Statement on Form S-1 (File No. 333-260364)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Revere Securities LLC, the Co-Managing Underwriter, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, December 1, 2021, or as soon thereafter
as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately ____ copies of the preliminary
prospectus dated _________, 2021, as amended, have been distributed to prospective underwriters and dealers, institutional investors,
retail investors and others.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    Revere
    Securities LLC

    By:
    /s/
    Arthur M. DeFilippo

    Name:
    Arthur
    M. DeFilippo

    Title:
    Managing
    Director

CORRESP
1
filename1.htm

Boustead
Securities, LLC

6
Venture, Suite 395

Irvine,
CA 92618

February
8, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance Office of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Austin
    Pattan

    Matthew
    Crispino

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

    Registration
    Statement on Form S-1

    File
    No. 333-261984 (the “Registration Statement”)

Dear
Mr. Pattan and Mr. Crispino:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above- referenced Registration Statement, requesting effectiveness
for 4:30 p.m., Eastern Time on February 9, 2022, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated January 25, 2022 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the Preliminary Prospectus.

The
undersigned, as the representative of the several underwriters, represents that the several underwriters have and will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please
contact Lou Bevilacqua of Bevilacqua PLLC, counsel of the representative of the underwriters, at 202-869-0888 (ext. 100) to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very
    truly yours,

    As
    representative of the underwriters

    Boustead
    Securities, LLC

    By:
    /s/
    Keith Moore

    Name:
    Keith
    Moore

    Title:
    Chief
    Executive Officer

United States securities and exchange commission logo
February 7, 2022
Sumitaka Yamamoto
Chief Executive Officer
HeartCore Enterprises, Inc.
1-2-33, Higashigotanda, Shinagawa-ku
Tokyo, Japan
Re:HeartCore Enterprises, Inc.
Amendment No.1 to Registration Statement on Form S-1
Filed January 25, 2022
File No. 333-261984
Dear Mr. Yamamoto:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Impact of the COVID-19 Pandemic, page 19
1.We note your revised disclosures in response to prior comment 2 indicating that the
reduction in the net retention rate for your digital transformation business unit (RPA
business) was due to a number of small and medium-sized customers cancelling their
contracts due to the COVID-19 pandemic.  Consistent with comment 4 in the letter dated
December 9, 2021 regarding disclosure of the specific impact of the COVID-19
pandemic, please revise to also address your loss of customers.  Also, as previously
requested, please make conforming revisions to the discussion of the impact of the
COVID-19 pandemic throughout your filing in the Risk Factors, Management’s
Discussion and Analysis, and Description of Business sections.

 FirstName LastNameSumitaka Yamamoto
 Comapany NameHeartCore Enterprises, Inc.
 February 7, 2022 Page 2
 FirstName LastName
Sumitaka Yamamoto
HeartCore Enterprises, Inc.
February 7, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Results of Operations
Our Ability to Manage and Retain Customer Renewals, page 64
2.We note the additional disclosure in response to prior comment 2, including that the net
retention rate for paying customers of your customer experience management business
unit (CMS business) was 95%, 95% and 92% as of September 30, 2021, December 31,
2020 and 2019, respectively.  Please clarify the other disclosure that you had a net
retention rate of 98% among the existing customers of your CMS business.  In this regard,
disclose if this rate also takes into account your non-paying customers.
Consolidated Balance Sheets, page F-23
3.We note that you revised the unaudited consolidated financial statements as of September
30, 2021 in response to prior comment 5.  Please revise to label the financial statements as
restated and provide disclosure describing the nature and effect of the error.  Refer to ASC
250-10-50-7.
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Laura Anthony

CORRESP
1
filename1.htm

ANTHONY
L.G., PLLC

    laura
    aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
    COUNSEL:

    Jack
    A. Fattal, esq.***

    Jessica
    Haggard, esq. ****

    MICHAEL
    R. GEROE, ESQ, CIPP/US*****

    CRAIG
    D. LINDER, ESQ******

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.*******

    STUART
    REED, ESQ

    Harris
    Tulchin, Esq. ********

    DIRECT
    E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***
licensed in NY

****licensed
in Missouri

*****licensed
in CA, DC, MO and NY

******licensed
in CA, FL and NY

*******licensed
in NY and NJ

********licensed
in CA and HI (inactive in HI)

January
25, 2022

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
    on January 3, 2022

    File
    No. 333-261984

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 January 3, 2022 (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 January 20, 2022. We trust you shall deem the contents of this letter responsive to your comment letter.

Registration
Statement on Form S-1

Prospectus
Summary, page 1

    1.
    Comment:
    We note your response to our prior comment 3. Given that your auditor is relying upon support offices in the People’s Republic
    of China, disclose in the summary and in a risk factor that trading in your securities may be prohibited under the Holding Foreign
    Companies Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result
    an exchange may determine to delist your securities. Also, disclose that the United States Senate passed the Accelerating Holding
    Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two,
    thus reducing the time period before your securities may be prohibited from trading or delisted.

    Response:
    In response to the Staff’s comment, the Company has revised the Amendment No. 1 to disclose in the summary and in a risk
    factor that (i) trading in the Company’s securities may be prohibited under the Holding Foreign Companies Accountable Act if
    the PCAOB determines that it cannot inspect or fully investigate the Company’s auditor, and that as a result an exchange may
    determine to delist the Company’s securities and (ii) the United States Senate passed the Accelerating Holding Foreign Companies
    Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the
    time period before the Company’s securities may be prohibited from trading or delisted.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Key
Factors Affecting Our Results of Operations

Our
Ability to Manage and Retain Customer Renewals, page 64

    2.
    Comment:
    We note the additional disclosure in response to prior comment 7. Please disclose your most recent net retention rate as of September
    30, 2021. Also, please tell us whether the net retention rate was 52% and 75% as of December 31, 2020 and 2019, respectively, per
    your disclosures on page 8 and 93 or as of December 31, 2019 and 2020, respectively, as noted from your disclosures on pages 18 and
    106, and correct the discrepancies in your disclosures accordingly. In addition, revise your discussion to address the underlying
    factors contributing to the changes in net retention rate between the periods. Discuss and analyze whether these factors represent
    any known material trends or uncertainties. Address how former paying customers now utilizing the free version of your CXM Platform
    has impacted, or is expected to impact, your net retention rate. Finally, please address the difference between the net retention
    rate disclosed here and the retention rates disclosed in your discussion of the changes in revenue from maintenance and support services
    on page 66 and 71.

    Response:
    In response to the Staff’s comment, the Company has revised page 64 of Amendment No. 1 to (i) disclose our most recent
    net retention rates of 49% and 95% for our customers in our RPA business unit and CMS business unit, respectively,
    as of September 30, 2021, (ii) disclose that our net retention rates for our customers of our RPA business unit were 52% and 75%
    as of December 31, 2020 and December 31, 2019, (iii) address the underlying factors contributing to the changes in net retention
    rate between the periods and discuss whether these factors represent any known material trends or uncertainties, (iv) discuss how
    former paying customers now utilizing the free version of our CXM Platform impacted, or is expected to impact, our net retention
    rate, and (v) address the difference between the net retention rate disclosed here and the retention rates disclosed in our
    discussion of the changes in revenue from maintenance and support services on page 66 and 71.

Description
of Business

Customers,
page 96

    3.
    Comment:
    We note your response to prior comment 11. Please revise to disclose the objective criteria you used to determine which customers
    to highlight and whether any other customers satisfy those criteria. Additionally, please summarize the terms of any material agreements
    the company has with these customers and consider filing the agreements as exhibits.

    Response: In
    response to the Staff’s comment, the Company has revised Amendment No. 1 to disclose the objective criteria you used to
    determine which customers to highlight and whether any other customers satisfy those criteria. As set forth in Amendment No. 1, no
    customer or channel partner accounted for more than 10% of our revenue for the year ended December 31, 2020 or nine months ended
    September 30, 2021. In addition, the contracts with each customer consist of our standard form licensing agreements used in the
    ordinary course of business.  That is, no customer, even if highlighted, has different contract agreement terms that would make
    such contract material in the context of the Company’s overall business operations.  As such, the Company does not
    consider the license agreements entered into with such customers to be a material agreement which would require the summarizing of
    the terms of such agreements or filing such agreements as exhibits with Amendment No. 1.

Consolidated
Statements of Cash Flows, page F-6

    4.
    Comment:
    We note from your response to prior comment 12 and your disclosure in Note 5 that the advance to related parties classified
    as investing activities represents funds advanced to your CEO to pay off the Company’s expenses. It appears that these cash
    outflows should be classified as operating activities per ASC 230-10-45-17(b). Please revise, accordingly.

    Response:
    The Company acknowledges the Staff’s Comment and considered ASC 230-10-45-17(b). However, the CEO was not an employee but
    a major shareholder with over 50% equity ownership of the Company. In addition, the cash advanced to the CEO was not for goods or
    services provided, it represented funds advanced to him for the future use. At the time the funds were advanced to the CEO, there
    was no specific project designated that the funds would be used for, therefore the Company considered the advances as business loans
    and reflected the transaction as an investing cash outflow during the monthly closing. Later on, when the CEO used the funds to pay
    off the Company’s expenses, such as business travel expenses and consulting fees, the transaction was reflected as expenses
    paid by the related party on behalf of the Company in the non-cash transactions section included the Company’s cash flow statements
    during the month cash payment was actually made by the CEO. As such, the Company believes the classification of the above
    related party transactions in cash flow statement is reasonable. In anticipation of being a U.S. public company, all balances were
    repaid and no loans to the CEO were outstanding as of September 30, 2021.

Notes
to Consolidated Financial Statements

Note
14 - Subsequent Events, page F-22

    5.
    Comment:
    You indicate that, on August 10, 2021, you entered into a stock purchase agreement, pursuant to which you agreed to purchase the
    278 shares of HeartCore Japan held by Dentsu Digital 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 shares, filed by the Company with the
    SEC or (ii) December 20, 2022. As this appears to be a mandatorily redeemable financial instrument, please revise the classification
    and measurement of noncontrolling interest on your balance sheet as of September 30, 2021. Refer to ASC 480-10-25-4 and 30-1.

    Response:
    In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the unaudited consolidated
    financial statements as of and for the nine months ended September 31, 2021 and the accompanying notes to reflect the transaction.

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
    L.G., PLLC

    By:

     /s/
    Laura Anthony

    Laura
    Anthony, Esq.

    cc:
    Melissa
    Walsh/U.S. Securities and Exchange Commission

    Stephen
    Krikorian/U.S. Securities and Exchange Commission

    Austin
    Pattan/U.S. Securities and Exchange Commission

    Matthew
    Crispino/U.S. Securities and Exchange Commission

    Sumitaka
    Yamamoto/HeartCore Enterprises, Inc.

    Craig
    D. Linder, Esq./Anthony L.G., PLLC

625
N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

United States securities and exchange commission logo
January 20, 2022
Sumitaka Yamamoto
Chief Executive Officer
HeartCore Enterprises, Inc.
1-2-33, Higashigotanda, Shinagawa-ku
Tokyo, Japan
Re:HeartCore Enterprises, Inc.
Registration Statement on Form S-1
Filed January 3, 2022
File No. 333-261984
Dear Mr. Yamamoto:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2021 letter.
Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your response to our prior comment 3. Given that your auditor is relying upon
support offices in the People’s Republic of China, disclose in the summary and in a risk
factor that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your
securities. Also, disclose that the United States Senate passed the Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would decrease the number of
non-inspection years from three years to two, thus reducing the time period before your
securities may be prohibited from trading or delisted.

 FirstName LastNameSumitaka Yamamoto
 Comapany NameHeartCore Enterprises, Inc.
 January 20, 2022 Page 2
 FirstName LastNameSumitaka Yamamoto
HeartCore Enterprises, Inc.
January 20, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Results of Operations
Our Ability to Manage and Retain Customer Renewals, page 64
2.We note the additional disclosure in response to prior comment 7.  Please disclose your
most recent net retention rate as of September 30, 2021.  Also, please tell us whether the
net retention rate was 52% and 75% as of December 31, 2020 and 2019, respectively, per
your disclosures on page 8 and 93 or as of December 31, 2019 and 2020, respectively, as
noted from your disclosures on pages 18 and 106, and correct the discrepancies in your
disclosures accordingly.  In addition, revise your discussion to address the underlying
factors contributing to the changes in net retention rate between the periods.  Discuss and
analyze whether these factors represent any known material trends or uncertainties.
Address how former paying customers now utilizing the free version of your CXM
Platform has impacted, or is expected to impact, your net retention rate.  Finally, please
address the difference between the net retention rate disclosed here and the retention rates
disclosed in your discussion of the changes in revenue from maintenance and support
services on page 66 and 71.
Description of Business
Customers, page 96
3.We note your response to prior comment 11. Please revise to disclose the objective criteria
you used to determine which customers to highlight and whether any other customers
satisfy those criteria. Additionally, please summarize the terms of any material agreements
the company has with these customers and consider filing the agreements as exhibits.
Consolidated Statements of Cash Flows, page F-6
4.We note from your response to prior comment 12 and your disclosure in Note 5 that the
advance to related parties classified as investing activities represents funds advanced to
your CEO to pay off the Company’s expenses.  It appears that these cash outflows should
be classified as operating activities per ASC 230-10-45-17(b).  Please revise, accordingly.
Notes to Consolidated Financial Statements
Note 14 - Subsequent Events, page F-22
5.You indicate that, on August 10, 2021, you entered into a stock purchase agreement,
pursuant to which you agreed to purchase the 278 shares of HeartCore Japan held by
Dentsu Digital 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 shares, filed by the Company with the SEC or (ii) December 20, 2022.  As this
appears to be a mandatorily redeemable financial instrument, please revise the
classification and measurement of noncontrolling interest on your balance sheet as of
September 30, 2021.  Refer to ASC 480-10-25-4 and 30-1.

 FirstName LastNameSumitaka Yamamoto
 Comapany NameHeartCore Enterprises, Inc.
 January 20, 2022 Page 3
 FirstName LastName
Sumitaka Yamamoto
HeartCore Enterprises, Inc.
January 20, 2022
Page 3
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Laura Anthony

CORRESP
1
filename1.htm

ANTHONY
L.G., PLLC

    laura
    aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    WWW.ANTHONYPLLC.COM

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    OF
    COUNSEL:

    Jack
    A. Fattal, esq.***

    Jessica
    Haggard, esq. ****

    MICHAEL
    R. GEROE, ESQ, CIPP/US*****

    CRAIG
    D. LINDER, ESQ******

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.*******

    STUART
    REED, ESQ

    Harris
    Tulchin, Esq. ********

    DIRECT
    E-MAIL:

    LANTHONY@ANTHONYPLLC.COM

*licensed
in FL and NY

**licensed
in NY and NJ

***
licensed in NY

****licensed
in Missouri

*****licensed
in CA, DC, MO and NY

******licensed
in CA, FL and NY

*******licensed
in NY and NJ

********licensed
in CA and HI (inactive in HI)

January 3, 2022

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. – CIK No. 0001892322

    Draft
    Registration Statement on Form S-1 (DRS), submitted November 12, 2021

    Registration
    Statement on Form S-1, filed January 3, 2022

Dear
Sir or Madam:

This
letter responds to the correspondence from the Staff of the Securities and Exchange Commission (the “SEC”) dated December
9, 2021 providing comments on the above-referenced Draft Registration Statement on Form S-1 (DRS), submitted November 12, 2021 by the
Company (the “Prior Filing”).

The
Company today filed via EDGAR its non-confidential Registration Statement on Form S-1 (the “New Filing”). We will
separately provide you with a courtesy copy of the New Filing that is redlined against the Prior Filing. The remainder of this letter
responds to the Staff’s comments on the Prior Filing, which are set forth below along with our responses on behalf of the Company.
We trust you shall deem the contents of this transmittal letter responsive to your comment letter.

Draft
Registration Statement on Form S-1 Submitted on November 12, 2021

Cover
Page

    1.
    Comment:
    Please disclose prominently on your cover page that you are a holding company and conduct your business through your operating
    subsidiary in Japan. Also, we note your disclosure that you will be a controlled company following the offering. Please also disclose
    on the cover page the Nasdaq corporate governance exemptions you intend to utilize following the offering.

    Response:
    In response to the Staff’s comment, the Company has revised the cover page of the New Filing to (i) disclose prominently
    on the cover page that we are a holding company and conduct our business through our operating subsidiary in Japan and (ii) disclose
    on the cover page the Nasdaq corporate governance exemptions we intend to utilize following the offering.

Business
Overview, page 1

    2.
    Comment:
    We note that you offer a free version of your CXM Platform. Please clarify the percentage of your customers that are paying customers.
    Also, disclose if you have any customers, or generate any revenues, outside of Japan.

    Response:
    In response to the Staff’s comment, the Company has revised the New Filing to clarify the percentage of its customers are
    paying customers as well as to disclose that we have customers and generate revenues outside of Japan.

    In
    this regard, we note disclosure on your website that you have 3,500 customers worldwide.

    Response:
    In the past, in order to increase the number of customers we had, we gave free access to numerous customers to our site, resulting
    in about 3,500 customers. However, we have since discontinued such free services to many of those customers resulting in a reduction
    of customers to our current level of customers that are predominantly paying customers.

Prospectus
Summary, page 1

    3.
    Comment:
    We note your auditor is based in the People’s Republic of China. Disclose in the summary and in a risk factor that trading
    in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
    or fully investigate your auditor, and that as a result an exchange may determine to delist your securities. If the PCAOB has been
    or is currently unable to inspect your auditor, revise your disclosure to so state. Also, disclose that the United States Senate
    passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection
    years from three years to two, thus reducing the time period before your securities may be prohibited from trading or delisted.

    Response:
    The Company acknowledges the Staff’s comment and respectfully advises the Staff that our auditor will change the city
    and state to Houston, Texas in the auditor’s report after their careful consideration of the requirements under PCAOB auditing
    standard of AS 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion,
    based on the following facts:

    1.
    MaloneBailey,
    LLP (“MaloneBailey”) is an independent registered public accounting firm that is headquartered in the United States with
    offices in Shenzhen and Beijing, China. The consolidated financial statements contained in this registration statement were audited
    by MaloneBailey with the collaboration of the Shenzhen office. However, MaloneBailey China offices are not registered as separate
    firms under PCAOB rules nor do they function as CPA firms. The staff members in MaloneBailey China office use the same system and
    audit methodology supported by the Houston office as a whole; they also conduct or participate in audits of clients located in the
    United States as assigned by MaloneBailey Houston office. The quality control and IT support of all the audit work are provided by
    MaloneBailey Houston office.

    2.
    The
    audit partner of the engagement is employed and paid by MaloneBailey Houston office. The QC partner of the engagement is also located
    in MaloneBailey Houston office.

    Based
    on the above reasons, our auditor believes it is appropriate to use the city and state as Houston, Texas in the auditor’s report.
    MaloneBailey, LLP has been inspected by the PCAOB on a regular basis.

Impact
of the COVID-19 Pandemic, page 19

    4.
    Comment:
    Please revise your disclosure to specifically discuss the impact that the COVID-19 pandemic has had on your business to date,
    rather than presenting the impacts as hypothetical. Please quantify the impact on your revenues and any COVID-related costs incurred.
    Please make conforming revisions in the risk factors and Management’s Discussion and Analysis sections.

    Response:
    In response to the Staff’s Comment, the Company has revised its disclosure in the Prospectus Summary, Risk Factors and
    Management’s Discussion and Analysis sections to (i) specifically discuss the impact that the COVID-19 pandemic has had on
    its business to date and (ii) quantify the impact on its revenues and any COVID-related costs incurred.

Risk
Factors

If
our software has outages or fails due to defects or similar problems..., page 42

    5.
    Comment:
    You state in this risk factor that “our customers experienced disruptions in using our software during the outage.” Please
    explain the “outage” you refer to and disclose its material impacts on you and your customers.

    Response:
    In response to the Staff’s Comment, the Company has revised the New Filing to explain the “outage” and disclose
    its material impacts on the Company and its customers.

Capitalization,
page 61

    6.
    Comment:
    Please revise to reflect the noncontrolling interest as part of total shareholders’ deficit on an actual basis and as
    adjusted.

    Response:
    In response to the Staff’s Comment, the Company has revised the New Filing to reflect the noncontrolling interest as part
    of total shareholders’ deficit on an actual basis and as adjusted.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Results of Operations, page 63

    7.
    Comment:
    We note that you highlight your dollar-based net retention elsewhere in the prospectus. Tell us what consideration you have
    given to including this as a key factor affecting the results of your operations. Alternatively, tell us what measures you use to
    manage customer renewal and retention and include such measures here. Refer to Section III of SEC Release No. 33-8350.

    Response:
    In response to the Staff’s Comment, the Company has revised the New Filing to include our ability to manage and retain
    customer renewals (reflected by dollar-based net retention of customer renewals) as a key factor affecting our results of operations
    and measures we use to manage customer renewal and retention.

Results
of Operations

Revenue,
page 66

    8.
    Comment:
    In your explanation of the changes in revenue, please clarify the following:

    ● In
    your discussion of software as a service, explain a “stock-type business model” and how it will result in higher revenue
    each year; and

    ●
    In your discussion of software development and other services, define “business DX.”

    Response:
    In response to the Staff’s Comment, the Company has revised the New Filing to explain a “stock-type business model”
    and how it will result in higher revenue each year as well as to define “business DX.”

Liquidity
and Capital Resources, page 70

    9.
    Comment:
    Please revise to clarify whether your currently available cash resources, without additional borrowings from banks and principal
    shareholders, will be sufficient to meet your working capital needs in the next 12 months. Indicate whether you will require these
    borrowings to meet your short-term cash requirements, and, if so, describe the terms of such funding.

    Response:
    In response to the Staff’s Comment, the Company has revised the New Filing to reflect that the Company believes its currently
    available cash resources, without additional borrowings from banks and principal shareholders, will be sufficient to meet the Company’s
    working capital needs in the next 12 months.

Corporate
History and Structure

Corporate
Structure, page 81

    10.
    Comment:
    Please explain why your organizational structure prior to the offering indicates that HeartCore Co,. Ltd. (Japan) is 100%
    owned by HeartCore Enterprises, Inc. (Delaware). In this regard, we note from disclosures elsewhere in your filing that you own 97.5%
    of HeartCore Co., Ltd. In addition, tell us how the organizational structure after the offering reflects the impact of the Company’s
    purchase of 278 shares of HeartCore Japan from Dentsu Digital expected to occur upon the effectiveness of your registration statement
    in accordance with the stock purchase agreement entered into on August 10, 2021.

    Response:
    In response to the Staff’s Comment, the Company is revising the left diagram under Corporate Structure in the New Filing
    to reflect the Company owns 97.5% of HeartCore Co., Ltd. prior to the offering. The right diagram in the New filing reflects after
    the completion of the offering that the Company will own 100% following the Company’s acquisition of the 2.5% interest in HeartCore
    Japan from Dentsu Digital (increasing the Company’s interest from 97.5% to 100% of HeartCore Japan) as well as the ownership
    percentages of Sumitaka Yamamoto, Minority Stockholders and New Investors.

Description
of Business

Customers,
page 96

    11.
    Comment:
    Please tell us the basis used to select customers highlighted in the graphic on page 96. Refer to Securities Act Forms C&DI
    Question 101.02.

    Response:
    In response to the Staff’s Comment, the Company selected customers in the graphic presentation on page 96 on the basis
    that the 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.

Certain
Relationships and Related Party Transactions, page 125

    12.
    Comment:
    We note that as of December 31, 2020 and 2019, you had related party balances of $23,926 and $8,342, respectively, from your
    CEO. Section 402(a)(k)(1) of the Sarbanes- Oxley Act of 2002 prohibits public companies from extending or maintaining credit in the
    form of personal loans to or for any director or executive officer. To the extent necessary, disclose the action that will be taken
    to ensure this arrangement will be extinguished prior to the completion of the initial public offering, or tell us why this provision
    does not apply to this loan.

    Response:
    The Company acknowledges the Staff’s Comment. However, the prohibitions of Section 402(a)(k)(1) apply only to an extension
    of credit “in the form of a personal loan.” A loan is not a “personal loan” if the primary purpose of the
    loan, from the perspective of the issuer, is to advance the business of the issuer (other than merely through benefiting employees
    and directors of the issuer). Business travel advances may involve limited ancillary personal use (e.g., personal items included
    in hotel room charges) but should not be subject to Section 402(a)(k)(1) prohibition because the arrangements are primarily for the
    benefit of the issuer, not the employee, and they are not personal loans within the ordinary meaning of that term. These advances
    of cash by the Company to the Chief Executive Officer, in accordance with company policy, cover reimbursable travel and similar expenses
    incurred while performing executive responsibilities and, therefore, should not be considered personal loans because they are primarily
    for business purposes. The advances by the Company are reasonable in relation to the anticipated expenses and settled by the Chief
    Executive Officer with the employer through documentation to show the extent of the reimbursable expenses incurred and a reimbursement
    to the Company of any unused advance. No interest is charged, and the period of the advance is in accordance with typical cycles
    of documentation of these types of expenses within the Company.

Index
to Financial Statements

Notes
to Consolidated Financial Statements, page F-7

    13.
    Comment:
    Please disclose the amount of revenues for each of your products and services or each group of similar products and services.
    In this regard, we note from the graphic on the top of page 82 that the Content Management Services Division is comprised of one
    unit and the Digital Transformation Division is comprised of three units. Refer to ASC 280-10-50- 40.

    Response:
    In response to the Staff’s Comment, the Notes to the Consolidated Financial Statements of the New Filing have been revised
    on page F-11 to disclose the amount of revenues for each group of similar products and services.

    14.
    Comment:
    Please disclose the amount of revenue and long-lived assets attributed to Japan and attributed to all foreign countries in
    total, with any material amounts attributed to an individual foreign country disclosed separately. Refer to ASC 280-10-50-41.

    Response:
    In response to the Staff’s Comment, the Notes to the Consolidated Financial Statements of the New Filing have been revised
    on page F-11 to disclose that all long-lived assets and almost all of the revenue generated are attributed to the Company’s
    operations in Japan, given that the revenue attributed to all foreign countries in total is less than 1% of the total revenue.

Note
2 - Summary of Signifi

United States securities and exchange commission logo
December 9, 2021
Sumitaka Yamamoto
Chief Executive Officer
HeartCore Enterprises, Inc.
1-2-33, Higashigotanda, Shinagawa-ku
Tokyo, Japan
Re:HeartCore Enterprises, Inc.
Draft Registration Statement on Form S-1
Submitted November 12, 2021
CIK No. 0001892322
Dear Mr. Yamamoto:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted on November 12, 2021
Cover Page
1.Please disclose prominently on your cover page that you are a holding company and
conduct your business through your operating subsidiary in Japan.  Also, we note your
disclosure that you will be a controlled company following the offering. Please also
disclose on the cover page the Nasdaq corporate governance exemptions you intend to
utilize following the offering.
Business Overview, page 1
2.We note that you offer a free version of your CXM Platform. Please clarify the percentage
of your customers that are paying customers. Also, disclose if you have any customers, or

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generate any revenues, outside of Japan. In this regard, we note disclosure on your website
that you have 3,500 customers worldwide.
Prospectus Summary, page 1
3.We note your auditor is based in the People’s Republic of China. Disclose in the summary
and in a risk factor that trading in your securities may be prohibited under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or
fully investigate your auditor, and that as a result an exchange may determine to delist
your securities. If the PCAOB has been or is currently unable to inspect your auditor,
revise your disclosure to so state.  Also, disclose that the United States Senate passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
Impact of the COVID-19 Pandemic, page 19
4.Please revise your disclosure to specifically discuss the impact that the COVID-19
pandemic has had on your business to date, rather than presenting the impacts as
hypothetical. Please quantify the impact on your revenues and any COVID-related costs
incurred.  Please make conforming revisions in the risk factors and Management’s
Discussion and Analysis sections.
Risk Factors
If our software has outages or fails due to defects or similar problems..., page 42
5.You state in this risk factor that "our customers experienced disruptions in using our
software during the outage."  Please explain the "outage" you refer to and disclose its
material impacts on you and your customers.
Capitalization, page 61
6.Please revise to reflect the noncontrolling interest as part of total shareholders’ deficit on
an actual basis and as adjusted.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Results of Operations, page 63
7.We note that you highlight your dollar-based net retention elsewhere in the prospectus.
Tell us what consideration you have given to including this as a key factor affecting the
results of your operations. Alternatively, tell us what measures you use to manage
customer renewal and retention and include such measures here. Refer to Section III of
SEC Release No. 33-8350.

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Results of Operations
Revenue, page 66
8.In your explanation of the changes in revenue, please clarify the following:

•In your discussion of software as a service, explain a “stock-type business model”
and how it will result in higher revenue each year; and

•In your discussion of software development and other services, define “business
DX.”
Liquidity and Capital Resources, page 70
9.Please revise to clarify whether your currently available cash resources, without additional
borrowings from banks and principal shareholders, will be sufficient to meet your working
capital needs in the next 12 months.  Indicate whether you will require these borrowings
to meet your short-term cash requirements, and, if so, describe the terms of such funding.
Corporate History and Structure
Corporate Structure, page 81
10.Please explain why your organizational structure prior to the offering indicates that
HeartCore Co,. Ltd. (Japan) is 100% owned by HeartCore Enterprises, Inc. (Delaware).
In this regard, we note from disclosures elsewhere in your filing that you own 97.5% of
HeartCore Co., Ltd.  In addition, tell us how the organizational structure after the offering
reflects the impact of the Company’s purchase of 278 shares of HeartCore Japan from
Dentsu Digital expected to occur upon the effectiveness of your registration statement in
accordance with the stock purchase agreement entered into on August 10, 2021.
Description of Business
Customers, page 96
11.Please tell us the basis used to select customers highlighted in the graphic on page 96.
Refer to Securities Act Forms C&DI Question 101.02.
Certain Relationships and Related Party Transactions, page 125
12.We note that as of December 31, 2020 and 2019, you had related party balances of
$23,926 and $8,342, respectively, from your CEO. Section 402(a)(k)(1) of the Sarbanes-
Oxley Act of 2002 prohibits public companies from extending or maintaining credit in the
form of personal loans to or for any director or executive officer. To the extent necessary,
disclose the action that will be taken to ensure this arrangement will be extinguished prior
to the completion of the initial public offering, or tell us why this provision does not apply
to this loan.

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Index to Financial Statements
Notes to Consolidated Financial Statements, page F-7
13.Please disclose the amount of revenues for each of your products and services or each
group of similar products and services.  In this regard, we note from the graphic on the top
of page 82 that the Content Management Services Division is comprised of one unit and
the Digital Transformation Division is comprised of three units.  Refer to ASC 280-10-50-
40.
14.Please disclose the amount of revenue and long-lived assets attributed to Japan and
attributed to all foreign countries in total, with any material amounts attributed to an
individual foreign country disclosed separately.  Refer to ASC 280-10-50-41.
Note 2 - Summary of Significant Accounting Policies
Lease - Lessee, page F-9
15.Please describe the significant assumptions and judgments made with regard to allocating
contract consideration between lease and nonlease components of your lease contracts.  In
this regard, we note from your disclosure on page 104 that the terms of your office leases
provide for payments for a share of the building operating expenses such as taxes and
maintenance.  Refer to ASC 842-20-50-3(c)(2).
Revenue Recognition, page F-10
16.In your accounting policy for revenue from on-premise software, you indicate that
revenues under the bundled arrangements are allocated based on the relative standalone
selling prices of on-premise software and maintenance and support service.  Please revise
to describe the methods and assumptions used to determine the standalone selling price for
each of these performance obligations.  Refer to ASC 606-10-50-20(c).
17.You disclose that revenue from software development and other miscellaneous services is
recognized when the promised services are delivered and accepted by the customers.
Please clarify whether the timing of satisfaction of the performance obligations is over
time or at a point in time.  Also describe the methods used to recognize revenue over time
or the significant judgments involved in evaluating when the customer obtains control of
the services for performance obligations satisfied at a point in time.  Refer to ASC 606-
10-50-17 through 50-19.
Note 10 - Income Taxes, page F-19
18.Please revise to disclose the components of income (loss) before income tax provision as
either domestic or foreign, in addition to the current and deferred income taxes applicable
to each major component.  Refer to Rule 4-08(h)(1) of Regulation S-X.

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Note 11 - Stock Based Compensation, page F-21
19.You indicate that there are 194 of the Company’s stock options issued and unvested as of
December 31, 2020.  Please reconcile or revise the number of options issued and unvested
to the number of common shares assumed upon conversion of the share repurchase
liability used in your computation of diluted earnings per share on page F-22.  In this
regard, your financial statement disclosure should be retrospectively adjusted to give
effect to the recapitalization.
20.Please provide a summary of stock options granted for the twelve months preceding the
filing of this draft registration statement. Please provide the date and amount of each stock
option granted along with estimated fair value of the underlying shares of common stock.
Reconcile and explain the differences between the fair values determined on each grant
date including the difference between the most recent grant date fair value and the
midpoint of your offering range. This reconciliation should describe significant
intervening events within the company and changes in assumptions with the valuation
methodologies employed that explain the changes in fair value of your common stock up
to the filing of the registration statement. Continue to provide us with updates to the above
analysis for all equity related transactions through the effectiveness date of the registration
statement.
General
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Melissa Walsh, Senior Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Austin Pattan, Staff
Attorney, at (202) 551-6756 or Matthew Crispino, Staff Attorney, at (202) 551-3456 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Laura Anthony