HeartCore Enterprises (Nasdaq: HTCR) exits Vietnam JV, selling 51% stake to Luvina for JPY 29M
Rhea-AI Filing Summary
HeartCore Enterprises, Inc. agreed to transfer its entire 51% equity interest in HeartCore Luvina Vietnam Company Limited to its joint venture partner, Luvina Software Joint Stock Company, for JPY 29,000,000 (approximately $184,093) under a Capital Contribution Portion Transfer Agreement signed on August 3, 2026. Luvina already holds the remaining 49% interest. Closing is expected on or before August 14, 2026, subject to customary conditions.
The company describes the transaction as part of an ongoing business portfolio optimization strategy and states that it supports concentrating resources and capital on its Go IPO consulting and financial services-related business initiatives. HeartCore believes transferring HCLV to its local partner provides a constructive path for HCLV’s continued operations.
Positive
- None.
Negative
- None.
Filing Explained
If the transfer closes, Luvina would become HLVC’s sole owner because it already holds the remaining 49% and would acquire HeartCore’s entire 51% interest, including related rights and obligations; the filing describes closing as pending rather than completed.
8-K Event Classification
Key Figures
Key Terms
Capital Contribution Portion Transfer Agreement regulatory
portfolio optimization financial
forward-looking statements regulatory
foreign investment procedures regulatory
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FAQ
What transaction did HeartCore Enterprises (HTCR) announce regarding its Vietnam joint venture?
How much is HeartCore (HTCR) receiving for its 51% stake in HeartCore Luvina Vietnam?
When is the closing of HeartCore’s (HTCR) Vietnam JV stake transfer expected?
Why is HeartCore Enterprises (HTCR) divesting its stake in HeartCore Luvina Vietnam?
Who will own HeartCore Luvina Vietnam after the HTCR transaction closes?
How does HeartCore (HTCR) describe the strategic impact of the HCLV equity transfer?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2026, HeartCore Enterprises, Inc. (the “Company”) entered into a Capital Contribution Portion Transfer Agreement (the “Transfer Agreement”) with Luvina Software Joint Stock Company (“Luvina”). Pursuant to the terms of the Transfer Agreement, the Company sold its entire 51% ownership interest in Heartcore Luvina Vietnam Company Limited (“HLVC”), together with all rights and obligations attaching thereto and accrued up to the date of the Transfer Agreement, to Luvina in exchange for JPY 29,000,000 (approximately $184,093). Luvina holds the remaining 49% ownership interest in HLVC.
The closing of the transactions contemplated by the Transfer Agreement is expected to occur on or before August 14, 2026.
The Transfer Agreement contains customary representations, warranties, and covenants.
The foregoing summary of the material terms of the Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transfer Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 7, 2026, the Company issued a press release announcing entry into the Transfer Agreement.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Capital Contribution Portion Transfer Agreement, dated August 3, 2026, by and between the registrant and Luvina Software Joint Stock Company. | |
| 99.1 | Press release of the registrant issued on August 7, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Date: August 7, 2026 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 99.1
HeartCore Announces Strategic Transfer of 51% Equity Interest in HeartCore Luvina Vietnam to Luvina Software
Transaction supports portfolio optimization while strengthening HeartCore’s focus on the Go IPO business and financial services-related growth initiatives
NEW YORK and TOKYO, August 7, 2026 (GLOBE NEWSWIRE) – HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), an IPO consulting services company based in Tokyo, has entered into an agreement to transfer its entire 51% equity interest in HeartCore Luvina Vietnam Company Limited (“HCLV”), the Company’s Vietnam-based software development joint venture, to Luvina Software Joint Stock Company (“Luvina”), HeartCore’s existing joint venture partner who holds the remaining 49% equity interest in HCLV, for JPY 29,000,000 (approximately $184,093).
The transaction is part of HeartCore’s ongoing business portfolio optimization strategy and supports concentration of management’s resources and capital on HeartCore’s Go IPO consulting and financial services-related business initiatives. By transferring HCLV to Luvina, a partner with deep local operating knowledge and a long-standing relationship with the business, HeartCore believes the transaction provides a constructive path for HCLV’s continued operations.
HeartCore CEO, Sumitaka Kanno, commented, “This transaction advances our ongoing effort to optimize HeartCore’s business portfolio and sharpen our focus on the opportunities where we believe we can create the greatest value. HCLV has been an important joint venture for the Company, and we believe transferring our interest to Luvina provides a practical and positive path for the business, while allowing HeartCore to concentrate its resources on its Go IPO business and financial services-related growth initiatives. We remain committed to disciplined capital allocation, operational focus, and the continued development of our Go IPO business and financial services-related business initiative. We believe this transaction supports those priorities and helps simplify our structure as we pursue long-term growth.”
About HeartCore Enterprises, Inc.
HeartCore Enterprises, Inc. is headquartered in Tokyo, Japan, and is a leading consulting services company providing U.S. market listing support and related advisory services primarily to Japanese corporate clients. For more information, please visit https://heartcore-enterprises.com/.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. 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 “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include, but are not limited to, statements regarding the expected benefits of the HCLV equity interest transfer, the anticipated impact of the transaction on HeartCore’s financial profile, operating structure, strategic focus, future business priorities, and growth opportunities.
Forward-looking statements are subject to 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, including the satisfaction of closing conditions, receipt of the transfer price, completion of applicable Vietnamese corporate and foreign investment procedures, tax filings and payments, accounting treatment, foreign exchange effects, and other factors discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, 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:
Gateway Group, Inc.
John Yi and Steven Shinmachi
HTCR@gateway-grp.com
(949) 574-3860