8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):May 30, 2025

HEARTCORE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41272	87-0913420
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br> <br>Identification Number)

1-2-33, Higashigotanda, Shinagawa-ku, Tokyo,Japan

(Address of principal executive offices)

+81-3-6409-6966

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HTCR	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry intoa Material Definitive Agreement.

On May 30, 2025 (the “tmsuk Effective Date”), HeartCore Enterprises, Inc. (the “Company”) entered into a Consulting and Services Agreement (the “tmsuk Consulting Agreement”) by and between the Company and tmsuk Co.Ltd., a Japanese corporation (“tmsuk”). Pursuant to the terms of the tmsuk Consulting Agreement, the Company agreed to provide tmsuk certain services, including the following (collectively, the “tmsuk Services”):

(i)	Assistance with the selection and negotiation of terms for a law firm, underwriter and auditing firm for tmsuk;
(ii)	Assisting in the preparation of documentation for internal controls required for an initial public offering or de-SPAC or other Fundamental<br>Transaction (as defined in the tmsuk Warrant) by tmsuk;
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(iii)	Providing support services to remove problematic accounting accounts upon listing;
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(iv)	Translation of requested documents into English;
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(v)	Attend and, if requested by tmsuk, lead, meetings with tmsuk’s management and employees;
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(vi)	Provide tmsuk with support services related to tmsuk’s NASDAQ listing;
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(vii)	Conversion of accounting data from Japanese standards to U.S. GAAP;
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(viii)	Support for tmsuk’s negotiations with the audit firm;
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(ix)	Assist in the preparation of S-1 or F-1 filings;
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(x)	Creation of English web page; and
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(xi)	Preparing an investor presentation/deck and executive summary of tmsuk’s operations.
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In providing the tmsuk Services, the Company will not render legal advice or perform accounting services, and will not act as an investment advisor or broker/dealer. Pursuant to the terms of the tmsuk Consulting Agreement, the parties agreed that the Company will not provide the following services, among others: negotiation for the sale of tmsuk’s securities; participation in discussions between tmsuk and potential investors; assisting in structuring any transactions involving the sale of tmsuk’s securities; pre-screening of potential investors; due diligence activities; nor providing advice relating to valuation of or financial advisability of any investments in tmsuk; or handling any funds or securities on behalf of tmsuk.

Pursuant to the terms of the tmsuk Consulting Agreement, tmsuk agreed to compensate the Company as follows in return for the provision of the tmsuk Services during the nine-month term:

(a)	$500,000, to be paid as follows: (i) $200,000 on the tmsuk Effective Date; (ii) $150,000 on the three-month<br>anniversary of the tmsuk Effective Date; and (iii) $150,000 on the six-month anniversary of the tmsuk Effective Date; and
(b)	Issuance by tmsuk to the Company of a warrant (the “tmsuk Warrant”), deemed fully earned and<br>vested as of the tmsuk Effective Date, to acquire a number of shares of capital stock of tmsuk, to initially be equal to 3% of the fully<br>diluted share capital of tmsuk as of the tmsuk Effective Date, subject to adjustment as set forth in the tmsuk Consulting Agreement and<br>the tmsuk Warrant.
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Issuance by tmsuk of the tmsuk Warrant may be subject to the approval of tmsuk’s stockholders, and in such case, the tmsuk Warrant will not be issued unless and until stockholder approval is obtained. In the event that tmsuk stockholder approval is not obtained, and the tmsuk Warrant is not issued, on or before the 90^th^ day following the tmsuk Effective Date, the parties agreed to reasonably cooperate to come to mutual agreement on an alternate method to provide to the Company the same value and rights as would have been provided pursuant to the tmsuk Warrant.

In the event that the term of the tmsuk Consulting Agreement is extended beyond the initial nine-month term, tmsuk agreed to compensate the Company for tmsuk Services provided at the rate of $150 per hour, based on the hours spent by personnel of the Company providing the tmsuk Services.

The term of the tmsuk Consulting Agreement will continue until nine months after the tmsuk Effective Date, unless sooner terminated in accordance with the terms of the tmsuk Consulting Agreement (the “tmsuk Term”). The tmsuk Consulting Agreement may be terminated at any time by either party upon notice to the other party.

The foregoing description of the tmsuk Consulting Agreement is qualified in its entirety by reference to the tmsuk Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

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Item 7.01. RegulationFD Disclosure.

On June 3, 2025, the Company issued a press release announcing entry into the tmsuk Consulting Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Consulting and Services Agreement, dated as of May 30, 2025, by and between the registrant and tmsuk Co.Ltd.
99.1	Press release of the registrant issued on June 3, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEARTCORE ENTERPRISES, INC.
Dated: June 3, 2025	By:	/s/ Sumitaka Yamamoto
	Name:	Sumitaka Yamamoto
	Title:	Chief Executive Officer

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Exhibit 10.1

Consulting and Services Agreement

Dated as of May 30, 2025

This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between tmsuk Co.Ltd., a corporation registered at Kyoto, Japan (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Consultant is in the business of providing services for management consulting and business advisory; and

WHEREAS, the Company deems it to be in its best interest to retain Consultant to render to the Company such services as may be needed in connection with a contemplated initial public offering of its stock in the United States and listing on the Nasdaq Stock Market (the “IPO”) or a merger or other similar transaction with a special purpose acquisition company wherein the Company becomes a subsidiary of such entity or other transaction pursuant to which the Company becomes a publicly traded company in the United States (a “de-SPAC Transaction”); and

WHEREAS, the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the Company desires to retain Consultant to provide such assistance through its services for the Company, and Consultant is willing to provide such services to the Company;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Engagement. In exchange for the compensation as set forth herein and subject to the other terms and conditions hereinafter set forth, the Company hereby engages Consultant during the Term (as defined below), on a non-exclusive basis, to render the Services set forth in Section 2 as an independent contractor of the Company, and Consultant hereby accepts such engagement.

Section 2. Services.

(a)	Subject to the terms and conditions and for the Term, Consultant<br>shall provide the Company with the following services and such additional services as agreed to by the Company and Consultant in writing<br>following the Effective Date (collectively, the “Services”), in each case subject to the other limitations below:
(i)	Assistance with the selection and negotiation of terms for<br>a law firm, underwriter and auditing firm for the Company;
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(ii)	Assisting in the preparation of documentation for internal<br>controls required for an initial public offering or de-SPAC transaction or other Fundamental Transaction (as defined in the Warrant,<br>as defined below) by the Company.
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(iii)	Assistance with the selection and negotiation of terms for<br>a law firm, underwriter and auditing firm for the Company;
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(iv)	Providing support services to remove problematic accounting accounts upon listing<br>support;
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(v)	translation of requested documents into English;
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(vi)	attend and, if requested by the Company, lead, meetings of the Company’s management<br>and employees;
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(vii)	Provide the Company with support services related to the Company’s NASDAQ listing;
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(viii)	Conversion of accounting data from Japanese standards to US GAAP;
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(ix)	Services to remove problematic accounting accounts upon listing;
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(x)	Support for the Company’s negotiations with the audit firm;
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(xi)	Assist in the preparation of S-1 or F-1 filings;
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(xii)	Creation of English web page; and
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(xiii)	Preparing an investor presentation/deck and executive summary of the Company’s<br>operations.
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(b)	The Parties acknowledge and agree that additional details regarding the Services<br>and eventual deliverable or end result will be determined by the Parties at the applicable time and will in any event be subject to the<br>Company’s final agreement.
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(c)	Notwithstanding the definition of the “Services” as set forth above,<br>it is acknowledged and agreed by the Company that Consultant carries no professional licenses, and is not rendering legal advice or performing<br>accounting services, nor acting as an investment advisor or broker/dealer within the meaning of the applicable state and federal securities<br>laws. The Services of Consultant shall not be exclusive nor shall Consultant be required to render any specific number of hours or assign<br>specific personnel to the Company or its projects, however it is anticipated and agreed upon by both Parties that considerable time and<br>resources will be required to fulfill the obligations to the Company under this agreement.
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(d)	Notwithstanding the definition of the “Services” as set forth above,<br>the Consultant shall specifically not provide any of the following services to the Company: (i) negotiation for the sale of any the Company’s<br>securities or participation in discussions between the Company and the potential investors; (ii) assisting in structuring any transactions<br>involving the sale of the Company’s securities; (iii) engage in any pre-screening of potential investors to determine their eligibility<br>to purchase any securities or engaging in any pre-selling efforts for the Company’s securities; (iv) discuss details of the nature<br>of the securities sold or whether recommendations were made concerning the sale of the securities; (v) engage in due diligence activities; (vi)<br>provide advice relating to the valuation of or the financial advisability of any investments in the Company; or (vii) handle any funds<br>or securities on behalf of the Company.
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(e)	Consultant will use its commercially reasonable efforts to provide the Services<br>using the best of its professional skills and in a manner consistent with generally accepted standards for the performance of such work.
(f)	Consultant shall devote such of its time and effort necessary to the discharge<br>of its duties hereunder. The Company acknowledges that Consultant is engaged in other business activities, and that it will continue such<br>activities during the term of this Agreement. Consultant shall not be restricted from engaging in other business activities during the<br>term of this Agreement.
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Section 3. Term; Termination.

(a)	The term of this Agreement shall commence on the Effective Date and shall continue<br>for a period of nine months thereafter (“Term”), unless sooner terminated in accordance with the terms herein. The Term may<br>be renewed upon the mutual written agreement of the Parties via an amendment of this Agreement.
(b)	This Agreement and the Term may be terminated at any time by either Party upon<br>notice to the other Party.
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(c)	Upon the termination or expiration of the Term, the Parties shall have no further<br>obligations hereunder other than those which arose prior to such termination or which are explicitly set forth herein as surviving any<br>such termination or expiration.
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Section 4. Compensation and Expenses.

(a)	As full and complete compensation for Consultant’s agreement to perform the<br>services, the Company shall compensate Consultant as follows:
(i)	In return for the provision of the Services, the Company shall pay to the Consultant<br>the sum of $500,000 (the “Services Fee”) and shall issue to Consultant a warrant to acquire a number of shares of capital<br>stock of the Company, to initially be equal to 3% of the fully diluted share capital of the Company as of Effective Date, to be substantially<br>in the form as attached hereto as Exhibit A, which warrant may be revised to provide for an issuer other than the Company as set forth<br>therein (the “Warrant”), with such number of shares subject to the Warrant to be adjusted as set forth therein. The Warrant<br>shall be deemed fully earned and vested as of the Effective Date and shall be non-returnable to the Company for any reason.
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(ii)	The Parties acknowledge and agree that the issuance of the Warrant may be subject<br>to the approval of the shareholders of the Company, and in such case the Warrant shall not be issued unless and until the approval of<br>the shareholders is obtained. In the event that the approval of the shareholders for the issuance of the Warrant is not obtained, and<br>the Warrant not issued, on or before the 90^th^ day following the Effective Date, the Parties will<br>reasonably cooperate to come to mutual agreement on an alternate method to provide to the Consultant the same value and rights as would<br>have been provided pursuant to the Warrant. In the event that this Agreement is required to be amended to reflect the issuance of such<br>agreed instrument(s) in place of the Warrant, the Parties shall reasonably cooperate to agree on and execute such amendment.
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(iii)	The Services Fee shall be paid as follows:
(1)	$200,000 on the Effective Date;
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(2)	$150,000 on the three month anniversary of the Effective Date; and
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(3)	$150,000 on the six month anniversary of the Effective Date.
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(b)	The portions of the Services Fee shall be deemed fully earned and paid as of the<br>time of their payment and shall not be subject to repayment to the Company in the event of any later termination or expiration of the<br>Term or this Agreement.
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(c)	In the event that the Term is extended beyond the initial nine-month term, the<br>Company shall compensate Consultant for the Services at the rate of $150 per hour based on the hours spent by personnel of Consultant<br>providing the Services. The Company may set forth limits on the number of hours that may be spent on any Services, or other terms and<br>conditions related thereto, which may be communicated to Consultant by email or otherwise.
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(d)	During the Term of the Agreement the Company will reimburse the Consultant’s<br>travel and other reasonable expenses related to Consultant’s performance under this Agreement, on a monthly basis, within 30 days<br>of Consultant’s submission to Company of invoices and receipts related to said expenses in form as reasonably acceptable to the<br>Company. All expenses must be approved in writing by the Company in advance of Consultant incurring said expenses, and any expenses not<br>pre-approved in writing by Company shall not be reimbursed and shall be Consultant’s sole responsibility.
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(e)	Consultant shall be responsible for any and all taxes incurred by or payable by<br>Consultant with respect to all compensation or reimbursement of expenses or any other payments made to Consultant hereunder. In furtherance<br>thereof, Consultant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal,<br>state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such<br>amount.
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Section 5. No Employee Status. The Parties also acknowledge and agree that Consultant is an independent contractor and is not an employee or agent of Company in its position as a consultant and advisor. As such, Company shall not be liable for any employment tax, withholding tax, social security tax, worker’s compensation or any other tax, insurance, expense or liability with respect to any or all compensation, reimbursements and remuneration Consultant may receive hereunder, all of which shall be the sole responsibility of Consultant. Consultant is solely responsible for the reporting and payment of, all pertinent federal, state, or local self-employment or income taxes, licensing fees, or any other taxes or assessments levied by governmental authorities, as well as for all other liabilities or payments related to those services. The Parties also acknowledge and agree that Consultant is not a licensed securities broker or salesperson, and that Consultant will not be participating in, nor compensated for, any unlicensed securities sales activities other than those permitted under any of the exemptions set forth in applicable securities laws.

Section 6. Relationship of the Parties.

(a)	Consultant is retained by the Company only for the purposes of and to the extent<br>set forth in this Agreement, and Consultant’ relation to the Company during the period of its engagement hereunder shall be that<br>of an independent contractor. Consultant shall not, nor, as applicable, shall any of its agents, have employee status with the Company<br>or be entitled to participate in any plans, arrangements or distributions by the Company pertaining to or in connection with any pension,<br>stock, bonus, profit-sharing or similar benefits as may be available to the Company’s employees. Consultant shall be responsible<br>for the reporting and payment of all income and self-employment taxes for all compensation paid to Consultant hereunder.
(b)	This Agreement does not create a relationship of principal and agent, joint venture,<br>partnership or employment between the Company and Consultant. Consultant’ engagement hereunder is not a franchise or business opportunity.<br>Neither Party shall be liable for any obligations incurred by the other except as expressly provided herein.
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(c)	Consultant shall not have authority to enter into contracts binding the Company<br>or to create any obligations or incur liabilities on behalf of the Company. Consultant shall not act or represent himself, directly or<br>by implication, as an agent of the Company with any authority other than as set forth expressly in this Agreement.
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(d)	Any person hired by Consultant shall be the employee of Consultant and not of the<br>Company, and all compensation, payroll taxes, facilities and related expenses for any such employee shall be the sole responsibility of<br>Consultant.
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(e)	Consultant acknowledges that it is not an officer, director or agent of Company,<br>it is not, and will not, be responsible for any management decisions on behalf of Company, and may not commit Company to any action. Company<br>represents that Consultant does not have, through stock ownership or otherwise, the power neither to control Company, nor to exercise<br>any dominating influences over its management.
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Section 7. Representations and Warranties.

(a)

Representations and Warranties of the Company. Company represents and warrants<br>hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate<br>action; that Company has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement,<br>upon execution and delivery of the same by Company, will represent the valid and binding obligation of Company enforceable in accordance<br>with its terms, subject to the application of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement<br>of creditors’ rights generally and general principles of equity, regardless of whether enforceability<br>is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The representations and warranties set<br>forth herein shall survive the termination or expiration of this Agreement.

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(b)

Representations and Warranties of Consultant. Consultant<br>represents and warrants hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized<br>by all requisite action; that Consultant has the full right, power and capacity to execute, deliver and perform its obligations hereunder;<br>and that this Agreement, upon execution and delivery of the same by Consultant, will represent the valid and binding obligation of Consultant<br>enforceable in accordance with its terms, subject to the Enforceability Exceptions. Consultant represents and warrants that all personnel<br>or agents of Consultant who perform any activities on behalf of the Company hereunder or otherwise are legally authorized and permitted<br>to work in the United States and for the benefit of the Company hereunder. The representations and warranties set forth herein shall<br>survive the termination or expiration of this Agreement.

Section 8. Indemnification. In the event either Party is subject to any action, claim or proceeding resulting from the other’s gross negligence or intentional breach of this Agreement, the Party at fault agrees to indemnify and hold harmless the other from any such action, claim or proceeding. Indemnification shall include all fees, costs and reasonable attorneys’ fees that the indemnified Party may incur. In claiming indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party written notice of any claim that the indemnified Party reasonably believes falls within the scope of this Agreement. The indemnified Party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified Party shall not be final without the indemnified Party’s written consent. Any liability of a Party and its officers, directors, controlling persons, employees or agents shall not exceed the amount of fees actually paid to Consultant by the Company pursuant this Agreement.

Section 9. Miscellaneous.

(a)

Notices. All notices under this Agreement shall be<br>in writing. Notices may be served by certified or registered mail, postage paid with return receipt requested; by private courier, prepaid;<br>by other reliable form of electronic communication; or personally. Mailed notices shall be deemed delivered five (5) days after mailing,<br>properly addressed. Couriered notices shall be deemed delivered on the date that the courier warrants that delivery will occur. Electronic<br>communication notices shall be deemed delivered when receipt is either confirmed by confirming transmission equipment or acknowledged<br>by the addressee or its office. Personal delivery shall be effective when accomplished. Any Party may change its address by giving notice,<br>in writing, stating its new address, to the other Party. Subject to the forgoing, notices shall be sent as follows:

If to the Consultant:

HeartCore Enterprises, Inc.

Attn: Sumitaka Yamamoto

Chablis Court

Saratoga 95070

Email:

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With a copy, which shall not constitute notice, to:

Anthony, Linder & Cacomanolis, PLLC

Attn: John Cacomanolis

1700 Palm Beach Lakes Blvd, Suite 820

West Palm Beach, FL 33401

Email:

If to the Company, to:

tmsuk Co.,Ltd.

Attn: Yoichi Takamoto

689-1 Daikokucho, Kamigyo-ku,

Kyoto-city 602-8482 JAPAN

Email:

With a copy, which shall not constitute notice, to:

tmsuk Co.,Ltd.

Attn: Yuji Kawakubo

689-1 Daikokucho, Kamigyo-ku,

Kyoto-city 602-8482 JAPAN

Email:

(b)	Accuracy of Statements. Each Party represents and warrants<br>that no representation or warranty contained in this Agreement, and no statement delivered or information supplied to the other Party<br>pursuant hereto, contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements<br>or information contained herein or therein not misleading. The representations and warranties made in this Agreement will be continued<br>and will remain true and complete in all material respects and will survive the execution of the transactions contemplated hereby.
(c)	Entire Agreement. This Agreement sets forth all the<br>promises, covenants, agreements, conditions and understandings between the Parties, and supersedes all prior and contemporaneous agreements,<br>understandings, inducements or conditions, expressed or implied, oral or written, except as herein or therein contained.
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(d)	Survival. The provisions<br>of Section 8 and Section<br>9 of this Agreement, and any additional provisions as required to effect any of such Sections,<br>shall survive any termination or expiration hereof, and provided that no expiration or termination of this Agreement shall excuse a Party<br>for any liability for obligations arising prior to such expiration or termination.
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(e)	Binding Effect; Assignment. This Agreement shall be<br>binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have<br>any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations<br>hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated<br>herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due<br>performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention<br>of the provisions herein shall be null and void and of no force or effect.
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(f)	Amendment. The Parties hereby irrevocably agree that<br>no attempted amendment, modification, termination, discharge or change (collectively, “Amendment”) of this Agreement shall<br>be valid and effective, unless the Parties shall unanimously agree in writing to such Amendment.
(g)	No Waiver. No waiver of any provision of this Agreement<br>shall be effective unless it is in writing and signed by the Party against whom it is asserted, and any such written waiver shall only<br>be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. No failure to<br>exercise and no delay in exercising on the part of either of the Parties any right, power or privilege under this Agreement shall operate<br>as a waiver of it, nor shall any single or partial exercise of any other right, power or privilege preclude any other or further exercise<br>of its exercise of any other right, power or privilege
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(h)	Gender and Use of Singular and Plural. All pronouns<br>shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal<br>representatives, successors and assigns may require.
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(i)	Headings. The article and section headings contained<br>in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.
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(j)	Governing Law; Etc.
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(i)	This Agreement, and any and all claims, proceedings or causes<br>of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation,<br>tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance<br>with the substantive and procedural laws of the Japan, in each case as in effect from time to time and as the same may be amended from<br>time to time, and as applied to agreements performed wholly within the Japan.
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(ii)	SUBJECT TO Section 9(k), ANY LEGAL<br>SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS<br>SHALL BE INSTITUTED SOLELY IN THE COURTS OF TOKYO JAPAN, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS<br>IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY<br>SUIT, ACTION OR ANY PROCEEDING IN SUCH<br>COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY<br>SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
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(iii)	EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE<br>LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT<br>OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).<br>EACH PARTY HERETO (A) CERTIFIES<br>THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,<br>IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES<br>THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS<br>IN THIS Section 9(j)(iii).
(iv)	Each of the Parties acknowledge that each has been represented<br>in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed<br>the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands<br>the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences<br>of this waiver with legal counsel.
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(k)	Resolution of Disputes. Except as otherwise provided<br>herein, all controversies, disputes or actions between the Parties arising out of this Agreement, including their respective Affiliates,<br>owners, officers, directors, agents and employees, arising from or relating to this Agreement shall on demand of either Party be submitted<br>for arbitration to in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted<br>by one arbitrator jointly selected by each Party who is a party to the Dispute, provided, however, that if such Parties are unable to<br>agree on the identity of the arbitrator within 10 Business Days of commencement of efforts to do so, each Party who is a party to the<br>Dispute shall select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall conduct<br>the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim<br>which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within the same proceeding<br>as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall<br>be instructed to use every reasonable effort to perform its services within seven days of request, and, in any case, as soon as practicable.<br>The Parties agree to be bound by the provisions of any limitation on the period of time by which claims must be brought under Japanese/US<br>law or any applicable federal law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent<br>with the terms of this Agreement, including compensatory<br>damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and<br>decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court<br>of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United<br>States Arbitration Act. The arbitration shall be conducted in Tokyo Japan. The provisions of this Section 9(k)<br>shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
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9

(l)	Severability; Expenses; Further Assurances. If any<br>term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable<br>of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless<br>remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not<br>affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal<br>or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent<br>of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be<br>consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each<br>Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance<br>and enforcement of this Agreement. The Parties shall from time to time do and perform any additional acts and execute and deliver any<br>additional documents and instruments that may be required by Law or reasonably requested by any Party to establish, maintain or protect<br>its rights and remedies under, or to effect the intents and purposes of, this Agreement; including, without limitation, that the Company<br>shall provide to Consultant a warrant fair value calculation report within the earlier of (i) 25 days of a request thereof from the Consultant,<br>and (ii) 25 days of the date that any of the Company’s securities are listed for trading on any trading market or securities exchange,<br>and provided that the Parties acknowledge and agree that all costs associated with the preparation and delivery of the warrant fair value<br>calculation report shall be paid by the Company.
(m)	Specific Performance. Each Party agrees that irreparable<br>damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party shall<br>be entitled to seek specific performance of the terms hereof in addition to any other remedy at law or in equity.
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(n)	Attorneys’ Fees. If any Party hereto is required<br>to engage in litigation against any other Party, either as plaintiff or as defendant, in order to enforce or defend any rights under<br>this Agreement, and such litigation results in a final judgment in favor of such Party (“Prevailing Party”), then the party<br>or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses<br>incurred, including, but not limited to, all attorneys’ fees, court costs and other expenses incurred throughout all negotiations,<br>trials or appeals undertaken in order to enforce the Prevailing Party’s rights hereunder.
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(o)	Parties in Interest. This Agreement shall be binding<br>upon and inure solely to the benefit of each Party, and nothing in this<br>Agreement, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever under<br>or by reason of this Agreement other than as specifically set forth herein.
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(p)	Execution in Counterparts, Electronic Transmission.<br>This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall<br>be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying<br>with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method<br>and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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10

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

HeartCore Enterprises, Inc.
By:	/s/ Sumitaka Yamamoto
Name:	Sumitaka Yamamoto
Title:	Chief Executive Officer
tmsuk Co.Ltd.
By:	/s/ Yoichi Takamoto
Name:	Yoichi Takamoto
Title:	Chairman

11

Exhibit 99.1

HeartCore Signs 15^th^ Go IPO Contract

NEW YORK and TOKYO, June 3, 2025 (GLOBENEWSWIRE) -- HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), a leading enterprise software and data consulting services company based in Tokyo, announced that it has signed an agreement (“Consulting Agreement”) with tmsuk Co. Ltd. (“tmsuk”) for its 15^th^ Go IPO consulting service win.

As compensation for its services, tmsuk will pay HeartCore an aggregate of $500,000 in fees, and issue to HeartCore a warrant to acquire 3% of tmsuk’s capital stock, on a fully diluted basis. The warrant, which is fully earned, vested, and non-returnable, may be subject to approval by tmsuk’s shareholders; if such approval is not obtained, and the warrant is not issued, within 90 days, the parties agreed to cooperate to agree on an alternative arrangement of equivalent value and rights.

“Even with the ongoing uncertainty of the IPO market, we continue to see steady interest in our Go IPO services from Japanese growth companies,” said HeartCore CEO Sumitaka Kanno. “With our first Go IPO contract secured for the year, we remain cautiously optimistic about our pipeline and are actively engaged in several early-stage discussions with other companies exploring a U.S. exchange listing. In September 2025, we will host our first South Korea Go IPO seminar, aimed at expanding Go IPO’s presence beyond Japan and adding to our growing pipeline. With a few clients nearing the final stages of their IPO process, we look forward to guiding them through to completion this year.”

As part of the Consulting Agreement, HeartCore agreed to assist tmsuk in its efforts to go public and list on the Nasdaq Stock Market (“Nasdaq”). Through Go IPO, the Company services clients by assisting throughout the underwriter, audit, and legal firm hiring process, translating requested documents into English, assisting in the preparation of documentation for internal controls required for an initial public offering or de-SPAC or other fundamental transactions, conversion of accounting data from Japanese standards to U.S. GAAP, creation of an English web page, preparation of an investor presentation and executive summary of the Company’s operations, provision of providing general support services, assisting in the preparation of an S-1 or F-1 filing, and more.

About HeartCore Enterprises, Inc.

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Headquartered in Tokyo, Japan, with offices in New York and San Francisco, CA, HeartCore is a leading enterprise software and consulting services company. HeartCore offers Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design.

HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance the customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises.

HeartCore’s Go IPO^SM^ consulting services helps Japanese-based companies go public in the U.S.

Additional information about the Company's products and services is available at https://heartcore-enterprises.com/.

Forward-Looking Statements

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All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believed,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond HeartCore’s control which could, and likely will materially affect actual results, and levels of activity, performance, or achievements. Any forward-looking statement reflects HeartCore’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.

HeartCore Investor Relations Contact:

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Gateway Group, Inc.

Matt Glover and John Yi

HTCR@gateway-grp.com

(949) 574-3860