HTCR HeartCore Enterprises Inc

 

 

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
	Washington, D.C. 20549	Expires: April 30, 2025
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	FORM 12b-25
		001-41272
	NOTIFICATION OF LATE FILING	SEC FILE NUMBER

 

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended:	March 31, 2023
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

HeartCore Enterprises, Inc.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

1-2-33, Higashigotanda, Shinagawa-ku

Address of Principal Executive Office (Street and Number)

 

Tokyo, Japan

City, State and Zip Code

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The filing by HeartCore Enterprises, Inc. (the “Company”) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Quarterly Report”) will be delayed due to the additional time that was required to obtain and compile certain information required to be included in the Quarterly Report related to the Company’s February 2023 acquisition of 51% of the outstanding shares of Sigmaways, Inc., which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Quarterly Report no later than May 22, 2023.

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

Laura Anthony, Esq.		(561)		514-0936
(Name)		(Area Code)		(Telephone Number)

 

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	The Company’s warrant revenue from its Go IPO consulting business will be recognized as a contingency fee of approximately $4.0 million for the quarter ended March 31, 2023. In addition, revenue from Sigmaways will be consolidated, bringing total revenue to approximately $8.7 million. Accordingly, sales and profits for the quarter ended March 31, 2023 increased significantly, compared to the quarter ended March 31, 2022

 

 

HEARTCORE ENTERPRISES, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 15, 2023	By:	/s/ Sumitaka Yamamoto
	Name:	Sumitaka Yamamoto
	Title:	Chief Executive Officer