Heartcore (HTCR) Gains 5.6 % Passive Holder Crom Structured Opportunities Fund

Rhea-AI Filing Summary

Schedule 13G Highlights – Heartcore Enterprises, Inc. (HTCR)

Crom Structured Opportunities Fund I, LP (the “Reporting Person”) disclosed a 5.6 % beneficial ownership of Heartcore Enterprises, Inc. common stock as of 30 June 2025. The filing, made on 14 July 2025, triggers Schedule 13G reporting because the stake exceeds the 5 % threshold.

• Shares owned: 1,235,437 common shares
• Sole voting & dispositive power: 1,235,437 shares; no shared power
• Convertible preferred: The fund also holds 2,000 Series A Convertible Preferred shares. Conversion is subject to a 4.99 % ownership blocker, so no additional common shares are currently counted.
• Ownership basis: Percentage calculated against 22,075,033 outstanding common shares (Issuer data as of 15 May 2025).
• Intent: The certification states the securities were not acquired to influence control of the issuer, indicating a passive investment posture.

Investor Significance

The appearance of a new 5 %+ holder can be material for market perception, signalling external interest in HTCR’s equity. However, the filing contains no information on purchase price, strategic plans or future transactions. Potential dilution could arise if the 4.99 % blocker is waived and the preferred shares are converted, but that would require a separate filing once the threshold is crossed.

Positive

• Institutional confidence: Entry of Crom Structured Opportunities Fund I, LP as a 5.6 % holder may signal outside confidence in HTCR’s prospects.

Negative

• Potential dilution risk: Conversion of 2,000 Series A preferred shares, if the 4.99 % blocker is lifted, could increase share count and pressure valuation.

Insights

Equity Analyst

TL;DR: New 5.6 % passive stake shows institutional interest; modest impact unless preferred converts.

The Schedule 13G confirms Crom Structured Opportunities Fund I, LP as a 5.6 % shareholder with sole voting rights. Because the filing is on Form 13G rather than 13D, the fund certifies it has no activist agenda, limiting near-term governance impact. The additional Series A preferred stock could increase ownership, but the 4.99 % blocker effectively caps conversion without a follow-up filing. For investors, the disclosure may be viewed positively as validation of HTCR’s investment appeal, yet it neither alters control dynamics nor offers insight into valuation. Overall market impact: moderately positive but not transformational.

Risk Analyst

TL;DR: Filing is largely routine; minor dilution risk if blocker lifted.

The key risk dimension is potential dilution from the preferred shares. While presently limited, any future amendment to or waiver of the blocker could expand Crom’s position beyond 5.6 %, increasing float and possibly pressuring the share price. The passive declaration mitigates governance risk, and there is no evidence of group activity. Impact assessment: not materially negative at this stage but worth monitoring for subsequent 13D/A filings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Heartcore Enterprises, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

42240Q104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 42240Q104

1

Names of Reporting Persons

Crom Structured Opportunities Fund I, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,235,437.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,235,437.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,235,437.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Consisting of a total of 1,235,437 shares of common stock par value $0.0001 of the issuer ("Common Stock"). This amount does not give full effect to the shares of Common Stock issuable upon full conversion of the Series A Convertible Preferred Stock, par value $0.0001 ("Preferred Shares") directly held by the Reporting Person, which exercise is subject to a 4.99% beneficial ownership blocker (the "Blocker"). (2) Percentage calculation based on 22,075,033 shares of the Issuer's common stock outstanding as of May 15, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Heartcore Enterprises, Inc.
(b)	Address of issuer's principal executive offices: 1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan
Item 2.
(a)	Name of person filing: Crom Structured Opportunities Fund I, LP ("Reporting Person")
(b)	Address or principal business office or, if none, residence: 228 Park Ave S PMB 57033, New York, NY 10003-1502
(c)	Citizenship: Delaware, United States
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 42240Q104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The Report Person holds (1) 1,235,437 shares of Common Stock and (ii) additional shares of Common Stock issuable upon full conversion of 2,000 shares of Series A Convertible Preferred Stock. Due to the Blocker, the Reporting Person is prohibited from converting the Preferred Stock into shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 4.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the conversion.
(b)	Percent of class: 5.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,235,427
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,235,427
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Crom Structured Opportunities Fund I, LP

Signature:	/s/ Liam Sherif
Name/Title:	Liam Sherif
Date:	07/14/2025

FAQ

Why did Crom Structured Opportunities Fund file a Schedule 13G on HTCR?

Because its holdings rose to 1,235,437 shares, representing 5.6 % of HTCR’s outstanding common stock, exceeding the 5 % reporting threshold.

Does the fund have activist intentions toward Heartcore Enterprises (HTCR)?

No. The Schedule 13G certification states the securities were not acquired to influence control, indicating a passive investment.

How many shares can Crom potentially own if its preferred stock converts?

The exact number isn’t disclosed, but the 2,000 Series A Preferred shares are convertible; conversion is currently limited by a 4.99 % ownership blocker.

What percentage of HTCR does the 1,235,437-share stake represent?

It represents 5.6 % of the company’s 22,075,033 outstanding common shares (as of 15 May 2025).

Does Crom share voting power with any other party?

No. The filing lists sole voting and dispositive power over all 1,235,437 shares; there is no shared power.

When was the beneficial ownership event date for this filing?

30 June 2025 is the event date triggering the Schedule 13G.