SecProbe.io

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 December 23, 2025

Reginald Fubara
Chief Executive Officer
HyOrc Corporation
3050 Post Oak Boulevard, Suite 510-Q60
Houston, TX 77056

 Re: HyOrc Corporation
 Registration Statement on Form 10
 Filed September 22, 2025
 Amendment No. 1 to Registration Statement on Form 10
 Filed October 8, 2025
 Amendment No. 2 to Registration Statement on Form 10
 Filed November 19, 2025
 File No. 000-51048
Dear Reginald Fubara:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response and any amendment you may file in
response to this
letter, we may have additional comments.

Registration Statement on Form 10-12G
Unaudited Interim Financial Statements, page 1

1. Please revise your interim financial statements to include your balance
sheet as of
 December 31, 2024 and the unaudited financial statements for the
comparable interim
 period of the preceding fiscal year. Refer to Rule 10-01(c) of
Regulation S-X. In
 addition, please provide your liquidity and results of operations
discussions for the
 interim period ended September 30, 2025 in your MD&A section. Refer to
Item 303
 of Regulation S-K.
 December 23, 2025
Page 2
Item 1. Business, page 2

2. Please revise your disclosure here and throughout the registration
statement, including
 in your MD&A section, to more clearly articulate the status of your
operations, any
 revenue-generating activity, and current customers. To the extent your
pilot projects
 have generated revenue, please revise to state as much. We note that you
had no
 revenue for the year ended December 31, 2023 and $617,115 of revenue for
the year
 ended December 31, 2024, comprised of the O&M and technical services
provided to
 BGI. Please revise this section to clearly disclose your current
operations, elaborating
 on your description of the operation and maintenance and technical
support services
 rendered to BGI as well as the related fee structure and clearly
distinguish any portion
 of your operations that are aspirational at this time. Refer to Item 101
of Regulation S-
 K. In this regard, we note your disclosure on page F-12 regarding the
PFBT
 Agreement with BGI. Please revise your Business section to include a
similar
 description of the agreement and file the agreement as an exhibit to the
registration
 statement. Refer to Item 601(b)(10) of Regulation S-K. Additionally,
please revise
 your risk factor disclosure to address the related material risks.
Item 3. Properties, page 12

3. We note your disclosure stating that "[t]hrough SRE Power and technology
partner
 Vaigunth Enertek, we operate engineering and prototyping facilities in
India ... ."
 Please expand your disclosure to clarify the relationship between the
subsidiary and
 Vaigunth Enertek, including whether there are any material agreements
and their
 terms. Please also disclose whether you derive any revenue from these
facilities.
Item 5. Directors and Executive Officers, page 13

4. Please revise the biographies of your directors and officers to clarify
their principal
 occupation and employment during the past five years, including the name
and
 principal business of any corporation or other organization. Please also
revise to
 indicate any directorships held by each director in the last five years
in other
 companies and name such companies. Refer to Item 401(e) of Regulation
S-K.
Item 15. Financial Statements and Exhibits
(b) Exhibits, page 19

5. We note that Exhibits 1.1 and 1.2, the Articles of Incorporation and
Bylaws of the
 company, respectively, appear to be dated and/or certified as of April
6, 1998. Please
 revise to include the Articles of Incorporation and Bylaws that are
currently in effect
 and any amendments thereto. Refer to Item 601(b)(3)(ii) and (ii) of
Regulation S-K.
Consolidated Financial Statements December 31, 2024 and 2023, page F-1

6. We note that you have filed both annual and interim financial statements
as part of
 your requirements to trade on the OTC market. These filed financial
statements
 appear to be inconsistent with the financial statements filed in the
Form 10 for the
 year ended December 31, 2024 and the interim period ended September 30,
2025.
 Please clarify or revise.
 December 23, 2025
Page 3
Notes to the Consolidated Financial Statements
Note 3. Reverse Acquisition, page F-17

7. Please tell us how you determined that ASPZ met the definition of a
business in ASC
 805-10-55-3A through 55-9. If ASPZ did not meet the definition of a
business, please
 tell us how you considered the guidance in ASC 805-40-25-1 in accounting
for the
 SRE acquisition as a reverse acquisition.
Note 5. Intangible Assets, page F-19

8. Please provide the information required in ASC 350-30-50-1 for the
patents recorded
 in 2024 and the disclosure required in ASC 350-30-50-3 for the
impairment loss
 recorded in 2024.
General

9. We note your disclosure on the cover page that "[n]o securities are
registered as part
 of this statement." Please note General Instruction A to Form 10, which
states, "Form
 10 shall be used for registration pursuant to Section 12(b) or (g) of
the Securities
 Exchange Act of 1934 of classes of securities of issuers for which no
other form is
 prescribed." Please revise your registration statement to comply with
the requirements
 of Form 10, including disclosing the class of securities to be
registered. Additionally,
 please update your Description of Registrant's Securities To Be
Registered on page 18
 to include all relevant information as of the latest practicable date.
We note that your
 current disclosure appears to be as of December 31, 2024. Refer to Item
202 of
 Regulation S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Suying Li at 202-551-3335 or Angela Lumley at
202-551-3398 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Cara Wirth at 202-551-7127 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Reginald L. Sewell
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