HeartCore Enterprises, Inc S-1/A, filed Feb 8, 2022

HeartCore Enterprises, Inc. (HTCR)

S-1/A 2022-02-08

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Added on October 21, 2026

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Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☒

	Per share		Total
Public offering price	$	[●]	$	[●]
Underwriting discounts and commissions (1)	$	[●]	$	[●]
Proceeds, before expenses, to us	$	[●]	$	[●]

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	27
Cautionary Note Regarding Forward-Looking Statements	59
USE OF PROCEEDS	60
DIVIDEND POLICY	61
CAPITALIZATION	61
DILUTION	62
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	63
CORPORATE HISTORY AND STRUCTURE	82
DESCRIPTION OF BUSINESS	86
MANAGEMENT	111
EXECUTIVE COMPENSATION	117
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	128
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	129
DESCRIPTION OF SECURITIES	129
SHARES ELIGIBLE FOR FUTURE SALE	132
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK	133
UNDERWRITING	136
LEGAL MATTERS	143
EXPERTS	143
WHERE YOU CAN FIND ADDITIONAL INFORMATION	143
INDEX TO FINANCIAL STATEMENTS	F-1

	○	vision for the market, product strategy and pace of innovation;

	○	inbound marketing focus and domain expertise;

	○	integrated all-in-one CXM Platform;

	○	breadth and depth of product functionality;

	○	ease of use;

	○	scalable, open architecture;

	○	time to value and total cost of ownership;

	○	integration with third-party applications and data sources;

	○	name recognition and brand reputation; and

	○	“free products to paid services” go-to-market motion.

	○	cloud-based marketing automation providers;

	○	content management systems;

	○	email marketing software vendors;

	○	sales force automation and customer experience management software vendors;

	○	customer service platform vendors; and

	○	large-scale enterprise suites.

	●	We are a holding company and depend upon our subsidiaries for our cash flows;

	●	We may require additional funding for our growth plans, and such funding may result in a dilution of your investment;

Securities offered by us:		3,000,000 shares of common stock (up to 3,450,000 shares if the underwriter exercises their over-allotment option in full).

Public offering price:		We expect the initial public offering price to be between $4.00 and $6.00 per share. For purposes of this prospectus, the assumed initial public offering price per share is $5.00, the mid-point of the anticipated price range. The actual offering price per share will be as determined between the representative and us based on market conditions at the time of pricing. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

Over-allotment option:		We have granted to the underwriters an option to purchase up to an additional 450,000 shares of common stock exercisable solely to cover over-allotments, if any, at the applicable public offering price less the underwriting discounts and commissions shown on the cover page of this prospectus. The representative may exercise this option in full or in part at any time and from time to time until 45 days after the date of this prospectus.

Common stock outstanding before this offering:		15,915,943 shares of common stock⁽¹⁾

Common stock to be outstanding after this offering:		18,915,943 shares of common stock. If the underwriters’ over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be 19,365,943.

Controlled Company:		Following this offering, Mr. Yamamoto will control approximately 58.07% of the voting power of our outstanding capital stock if all the common stock being offered are sold. As a result, if we obtain listing on Nasdaq Capital Market, we will be a “controlled company” under the Nasdaq Capital Market corporate governance standards. Under these standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards. See “Management – Board Committees and Director Independence - Controlled Company and Director Independence”.

Representative’s warrants:		The registration statement of which this prospectus is a part also registers for sale warrants to purchase 241,500 shares of our common stock (7% of the shares of common stock sold in this offering) to be issued to the representative and/or its affiliates, (assuming the exercise of the over-allotment option by the Representative in full) and the common stock issuable upon exercise of such warrants, as a portion of the underwriting compensation payable in connection with this offering. The warrants will be exercisable at any time, and from time to time, in whole or in part, commencing from the closing of the offering and expiring five (5) years from the effectiveness of the offering, at an exercise price of $6.25 (125% of the public offering price of the common stock). Please see “Underwriting—Representative’s Warrants” for a description of these warrants.

Use of proceeds:		We expect to receive net proceeds from this offering of approximately $13,299,975 (or approximately $15,392,475 if the representative exercises in full its over-allotment option) after deducting estimated underwriting discounts and commissions (7% of the gross proceeds of the offering) and after our offering expenses, estimated at $650,025. We intend to use the net proceeds from this offering to fund the development of technology, acquisition of other companies, working capital and general corporate purposes. See “Use of Proceeds.”

Risk factors:		See “Risk Factors” beginning on page 27 of this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.

Listing:		We have applied to list our common stock on Nasdaq under the symbol “HTCR” The approval of our listing on Nasdaq is a condition of closing this offering.

Lock-Ups:		We, all of our directors and executive officers, and holders of one percent (1%) or more of our outstanding securities (or securities convertible into shares of our common stock) have agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock without the prior written consent of the representative for a period of twelve (12) months from the consummation of the offering, subject to certain limited exceptions. See “Underwriting—Lock-Up Agreements.”

Dividend policy:		We do not anticipate declaring or paying any cash dividends on our common stock following our public offering.

	●	is based on 15,915,943 shares of common stock issued and outstanding as of February 8, 2022;

	●	assumes no exercise by the representative of its option to purchase up to an additional 450,000 shares of common stock to cover over-allotments, if any;

	●	excludes 1,534,500 shares of our common stock issuable upon exercise of outstanding options at a weighted average exercise price of $2.50 per share; and

	●	excludes 241,500 shares of our common stock underlying the warrants to be issued to the representative and/or its affiliates in connection with this offering.

	Year Ended						Nine Months Ended
	December 31, 2020			December 31, 2019			September 30, 2021			September 30, 2020
							(unaudited)
Statement of Operations Data
Total revenues	$	9,026,463		$	7,208,964		$	8,446,011		$	6,664,487
Cost of revenues		5,008,311			4,547,551			4,369,144			3,616,972
Total gross profit		4,018,152			2,661,413			4,076,867			3,047,515
Total operating expenses		3,759,447			3,928,285			3,535,051			2,596,667
Income (loss) from operations		258,705			(1,266,872	)		541,816			450,848
Total other expense		(31,424	)		(50,212	)		(29,553	)		(11,994	)
Income (loss) before provision for taxes		227,281			(1,317,084	)		512,263			438,854
Income tax provisions		72,217			(56,057	)		97,437			40,539
Net income (loss)	$	155,064		$	(1,261,027	)	$	414,826		$	398,315
Net income (loss) attributable to non-controlling interest		4,109			(37,453	)		11,112			10,555
Net income (loss) attributable to HeartCore Enterprises, Inc.		150,955			(1,223,574	)		403,714			387,760
Other comprehensive income (loss)		(65,893	)		(16,900	)		68,365			(36,719	)
Total comprehensive income (loss)		89,171			(1,277,927	)		483,191			361,596
Comprehensive income (loss) attributable to non-controlling interest		2,602			(37,845	)		12,923			9,821
Comprehensive income (loss) attributable to HeartCore Enterprises, Inc.		86,569			(1,240,082	)		470,268			351,775
Basic and diluted net earnings (loss) per share	$	(0.01	)	$	(0.10	)	$	0.03		$	0.03

Balance Sheet Data (at period end)
Cash and cash equivalents	$	3,058,175		$	535,287		$	3,090,782
Working capital (deficit) (1)		152,395			(1,658,288	)		(531,674	)
Total assets		10,356,802			7,943,280			9,990,170
Total liabilities		11,417,074			10,025,001			11,015,237
Shareholders’ deficit		(1,060,272	)		(2,081,721	)		(1,025,067	)


	●	the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

	●	announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships, or capital commitments;

	●	industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;

	●	rumors and market speculation involving us or other companies in our industry;

	●	price and volume fluctuations in the overall stock market from time to time;

	●	changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

	●	the expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders;

	●	failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

	●	actual or anticipated developments in our business, or our competitors’ businesses, or the competitive landscape generally;

	●	litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

	●	developments or disputes concerning our intellectual property rights, our products, or third-party proprietary rights;

	●	announced or completed acquisitions of businesses or technologies by us or our competitors;

	●	new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

	●	any major changes in our management or our board of directors, particularly with respect to Mr. Lai;

	●	general economic conditions and slow or negative growth of our markets; and

	●	other events or factors, including those resulting from war, incidents of terrorism, or responses to these events.

	●	have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’ report providing additional information about the audit and the consolidated financial statements (i.e., an auditor discussion and analysis);

	●	submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency”; and

	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

	●	had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

	●	in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

	●	in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

	●	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

	●	the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

	●	limiting the liability of, and providing indemnification to, our directors and officers;

	●	providing that a special meeting of the stockholders may only be called by a majority of the board of directors;

	●	providing that directors may be removed prior to the expiration of their terms by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.

	●	our future financial performance;

	●	changes in the market for our products and services;

	●	our expansion plans and opportunities; and

	●	other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target”, “contemplate,” “continue,” “could,” “intend,” “may,” “potential,” “predict,” “should,” “will” or “would” or similar expressions.

	●	the level of demand for our products and services;

	●	competition in our markets;

	●	our ability to grow and manage growth profitably;

	●	our ability to acquire new customers and successfully engage new and existing customers;

	●	our growth strategies for our products;

	●	our ability to access additional capital;

	●	changes in applicable laws or regulations;

	●	our ability to attract and retain qualified personnel;

	●	the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and

	●	other risks and uncertainties indicated in this prospectus, including those under “Risk Factors.”

	●	on an actual basis;

	●	on a pro forma basis to give effect to the issuance of 400,000 shares of common stock at a purchase price of $2.50 per share (for an aggregate of $1,000,000 of proceeds) to accredited investors in a private placement under Rule 506(b) of Regulation D of the Securities Act during the period from October 27, 2021 through January 13, 2022; and

	●	on a pro forma as adjusted basis to reflect the sale of 3,000,000 shares by us in this offering at an assumed price to the public of $5.00 per share, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus, resulting in net proceeds to us of $13,299,975 after deducting (i) underwriter commissions of $1,050,000 and (ii) our estimated other offering expenses of $650,025.

	As of September 30, 2021
	Actual			Pro forma			Pro forma as Adjusted (1)
	(unaudited)
Cash and cash equivalents	$	3,090,782		$	4,090,782		$	17,390,757

Long-term debt	$	2,050,895		$	2,050,895		$	2,050,895

Stockholders’ equity:
Common stock, $0.0001 par value; 200,000,000 shares authorized; 15,242,454 shares outstanding on an actual basis, 15,642,454 shares outstanding on a pro forma basis and 18,642,454 shares outstanding on a pro forma as adjusted basis		1,524			1,564			1,864
Preferred stock, $0.0001 par value 20,000,000 shares authorized and 0 shares issued and outstanding on an actual and as adjusted basis		-			-			-
Additional paid-in capital		2,654,077			3,654,037			16,953,712
Accumulated deficit		(3,610,332	)		(3,610,332	)		(3,610,332	)
Accumulated other comprehensive loss		(70,336	)		(70,336	)		(70,336	)
Total HeartCore Enterprises, Inc.’s shareholders’ equity (deficit)		(1,025,067	)		(25,067	)		13,274,908
Non-controlling interest		-			-			-
Total shareholder’s equity (deficit)		(1,025,067	)		(25,067	)		13,274,908
Total capitalization	$	1,025,828		$	2,025,828		$	15,325,803

Assumed public offering price per share				$	5.00
Net tangible book value per share as of September 30, 2021	$	(0.07	)
Increase in net tangible book value per share attributable to new investors	$	0.78
Less: pro forma net tangible book value per share after giving effect to the offering				$	0.71
Immediate dilution in net tangible book value per share to new investors				$	4.29

	Shares Purchased					Total Consideration					Average Price
	Number		Percent			Amount		Percent			per Share
Existing stockholders		15,242,454		81.8	%	$	2,655,601		14.2	%	$	0.17
Issuance of common stock for cash		400,000		2.1	%	$	1,000,000		5.4	%	$	2.50
New investors		3,000,000		16.1	%	$	15,000,000		80.4	%	$	5.00
Total		18,642,454		100.0	%	$	18,655,601		100.0	%	$	1.00

	For the Nine Months ended September 30,
	2021						2020						Variance
				% of						% of
	Amount			revenue			Amount			revenue			Amount			% of

REVENUE	$	8,446,011			100.0	%	$	6,664,487			100.0	%	$	1,781,524			26.7	%
COST OF REVENUE		4,369,144			51.7	%		3,616,972			54.3	%		752,172			20.8	%
GROSS PROFIT		4,076,867			48.3	%		3,047,515			45.7	%		1,029,352			33.8	%

Operating expenses
Selling expenses		226,903			2.7	%		85,706			1.3	%		141,197			164.7	%
General and administrative expenses		2,986,291			35.4	%		2,254,015			33.8	%		732,276			32.5	%
Research and development expenses		321,857			3.8	%		256,946			3.9	%		64,911			25.3	%
Total operating expenses		3,535,051			41.9	%		2,596,667			39.0	%		938,384			36.1	%

Income from operations		541,816			6.4	%		450,848			6.7	%		90,968			20.2	%

Other expenses		(29,553	)		-0.3	%		(11,994	)		-0.1	%		(17,559	)		146.4	%

Income before income tax provision		512,263			6.1	%		438,854			6.6	%		73,409			16.7	%

Income taxes expense		97,437			1.2	%		40,539			0.6	%		56,898			140.4	%

Net income		414,826			4.9	%		398,315			6.0	%		16,511			4.1	%

Less: net income attributable to non-controlling interest		11,112			0.1	%		10,555			0.2	%		557			5.3	%

NET INCOME ATTRIBUTABLE TO HEARTCORE ENTERPRISES, INC.	$	403,714			4.8	%	$	387,760			5.8	%	$	15,954			4.1	%

(i)	the revenues from sales of on-premise software by $1,177,727, or 83.6%, to $2,586,542 for the nine months ended September 30, 2021 from $1,408,815 for the nine months ended September 30, 2020. In July 2021, an important customer renewed its CMS license for $1,171,351;
(ii)	our revenue from maintenance and support services increased by $22,838, or 0.8%, to $2,842,407 for the nine months ended September 30, 2021 from $2,819,569 for the nine months ended September 30, 2020. In 2021, we obtained twenty-two new customers, which contributed $84,101 to our sales, offset by the fact that we lost some customers in the current period, as our customer retention rate approximates 95%;
(iii)	our revenue from software as a service (“SaaS”) increased by $272,013, or 79.2%, to $615,356 for the nine months ended September 30, 2021 from $343,343 for the nine months ended September 30, 2020. While we retained most of the customers from prior year, we generated revenue of approximately $138,000 from new customers obtained in the nine months ended September 30, 2021;
(iv)	our revenue from software development and other services increased by $308,946, or 14.8%, to $2,401,706 for the nine months ended September 30, 2021 from $2,092,760 for the nine months ended September 30, 2020, which was primarily attributed to a new important customer who contributed $866,384 to our revenue in the nine months ended September 30, 2021, offset by the fact that some projects were finished in the prior period and accordingly generated no revenue in the current period.

	For the Years ended December 31,
	2020						2019						Variance
				% of						% of
	Amount			revenue			Amount			revenue			Amount			% of

REVENUE	$	9,026,463			100.0	%	$	7,208,964			100.0	%	$	1,817,499			25.2	%
COST OF REVENUE		5,008,311			55.5	%		4,547,551			63.1	%		460,760			10.1	%
GROSS PROFIT		4,018,152			44.5	%		2,661,413			36.9	%		1,356,739			51.0	%

Operating expenses
Selling expenses		242,709			2.7	%		445,873			6.2	%		(203,164	)		-45.6	%
General and administrative expenses		3,205,689			35.5	%		3,149,711			43.7	%		55,978			1.8	%
Research and development expenses		311,049			3.4	%		332,701			4.6	%		(21,652	)		-6.5	%
Total operating expenses		3,759,447			41.6	%		3,928,285			54.5	%		(168,838	)		-4.3	%

Income (loss) from operations		258,705			2.9	%		(1,266,872	)		-17.6	%		1,525,577			-120.4	%

Other expenses		(31,424	)		-0.3	%		(50,212	)		-0.7	%		18,788			-37.4	%

Income (loss) before income tax provision		227,281			2.5	%		(1,317,084	)		-18.3	%		1,544,365			-117.3	%

Income taxes expense (benefit)		72,217			0.8	%		(56,057	)		-0.8	%		128,274			-228.8	%

Net income (loss)		155,064			1.7	%		(1,261,027	)		-17.5	%		1,416,091			-112.3	%

Less: net income (loss) attributable to non-controlling interest		4,109			0.046	%		(37,453	)		-0.5	%		41,562			-111.0	%

NET INCOME (LOSS) ATTRIBUTABLE TO HEARTCORE ENTERPRISES, INC.	$	150,955			1.7	%	$	(1,223,574	)		-17.0	%	$	1,374,529			-112.3	%

	For the Nine Months Ended September 30,
	2021			2020
Net cash provided by operating activities	$	1,239,250		$	691,626
Net cash used in investing activities		(151,065	)		(312,458	)
Net cash provided by (used in) financing activities		(816,155	)		1,241,433
Effect of exchange rate changes		(239,423	)		43,874
Net increase in cash and cash equivalents		32,607			1,664,475
Cash and cash equivalents, beginning of the period		3,058,175			535,287
Cash and cash equivalents, end of the period	$	3,090,782		$	2,199,762

	●	Net income of $414,826 for the fiscal year.
	●	An increase in accounts receivable of $634,711. The increase was primarily due to the increase in our sales in the current period. The collected accounts receivable is available cash, which can be used as working capital for our business operation, if necessary.
	●	An increase in prepaid expense of $177,880, primarily due to the increase in the deferred listing expenses.
	●	An increased in accounts payable and accrued expense of $684,960, primarily attributable to the increase in the license fees payable to software venders.
	●	A decrease of operating lease liabilities of 265,984, primarily due to the rent payments made in the period.
	●	An increase in advance from customers of $639,643. We request upfront payment for service provided over a period of time. The deferred revenue increased as the sales increased.

	●	Net income of $398,315 for the fiscal year.
	●	A decrease in accounts receivable of $84,365. The decrease was primarily due to our effort to strengthen our credit policy and drop bad credit customers in the nine months ended September 30, 2020. The collected accounts receivable is available cash, which can be used as working capital for our business operation, if necessary.
	●	An increase in prepaid expense of $131,553, primarily due to the increase in the prepayments to software venders.
	●	An increased in accounts payable and accrued expense of $117,035, primarily attributable to the increase in the license fees payable to software venders.
	●	A decrease of operating lease liabilities of 263,016, primarily due to the rent payments made in the period.
	●	An increase in advance from customers of $176,357. We request upfront payment for service provided over a period of time. The deferred revenue increased as the sales increased.

	For the Years Ended December 31,
	2020			2019
Net cash provided by (used in) operating activities	$	745,748		$	(685,803	)
Net cash used in investing activities		(401,150	)		(464,024	)
Net cash provided by financing activities		2,063,166			875,714
Effect of exchange rate changes		115,124			11,446
Net increase (decrease) in cash and cash equivalents		2,522,888			(262,667	)
Cash and cash equivalents, beginning of the year		535,287			797,954
Cash and cash equivalents, end of the year	$	3,058,175		$	535,287

	●	Net income of $155,064 for the fiscal year.
	●	A decrease in accounts receivable of $237,574. The decrease was primarily due to our effort to strengthen our credit policy and get rid of bad credit customers in the current fiscal year. The collected accounts receivable is available cash, which can be used as working capital for our business operation, if necessary.
	●	Depreciation expenses of $114,467.
	●	An increase in advance from customers of $163,188. We request upfront payment for service provided over a period of time. The deferred revenue increased as the sales increased.

	●	Net loss of $1,261,027 for the fiscal year.
	●	A decrease in accounts receivable of $144,998. The decrease was primarily due to our effort to strengthen our credit policy and get rid of bad credit customers in the current fiscal year. The collected accounts receivable is available cash, which can be used as working capital for our business operation, if necessary.
	●	Depreciation expenses of $124,414.
	●	A decrease in prepaid expenses of $193,674, primarily due to the decrease in the prepayments to the software venders;
	●	An increase in accrued payroll and other employee costs of $143,419, as the relevant expenses increased from the prior year.

Year ending December 31,	Finance lease			Operating lease
Remaining of 2021	$	13,474		$	92,919
2022		40,523			371,677
2023		22,847			371,677
2024		336			371,677
2025		-			371,677
Thereafter		-			2,273,695
Total lease payments		77,180			3,853,322
Less: imputed interest		(2,980	)		(259,416	)
Total lease liabilities		74,200			3,593,906
Less: current portion		45,223			342,258
Non-current lease liabilities	$	28,977		$	3,251,648

Year ending December 31,	Loan
	Payment
Remaining of 2021	$	124,154
2022		881,092
2023		746,956
2024		428,818
2025		269,866
Thereafter		484,718
Total	$	2,935,604


Consumer and Retail SONY Panasonic Bridgestone Philips	Energy Tohoku Electric Power Co The Kansai Electric Power Co., Inc Tokyo GAS	Financial Services Bank of Japan AEON Bank, Ltd au Jibun Bank Corporation Nomura Securities Co., Ltd Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

Healthcare / Pharmaceuticals Takeda Pharmaceutical Company GE Healthcare Kobayashi Pharmaceutical Sysmex Corporation,	Insurance Aflac Sumitomo Life Insurance Tokio Marine Holdings, Inc. The Dai-ichi Life Insurance	Manufacturing Hitachi Toshiba FujiFilm Richo Nippon Steel Corporation

Technology NTT Data NEC Roland Canon	Telecommunications NTT Docomo Softbank KDDI	Other TOYOTA HONDA NNK JAL ANA JR East

	●	*RPA software providers*¸ which provide RPA software, but lack end-to-end automation capabilities.

	●	*Automation lifecycle enhancing technology providers, such as low-code, iBPMS, iPaaS, process mining, and test automation vendors*, which provide additional features that can be useful for automations. We have alliances and integrate with the key vendors in each category, but they often develop and market automation capabilities as extensions of their core software.

	●	*Enterprise software vendors*, which provide horizontal applications and productivity tools and are acquiring, building, or investing in RPA functionality or partnering with RPA providers.