SecProbe.io

CORRESP
 1
 filename1.htm

 Monday,
29 December 2025

 Response
to Comments of the Staff of the Division of Corporation Finance
Registration Statement on Form 10
File No. 000-51048

 Dear
Sir or Madam:

 HyOrc
Corporation (the "Company," "HyOrc," "we," or "us") respectfully submits the following
responses to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "Staff")
contained in the Staff's comment letter. Concurrently with this response, the Company has filed an amendment to its Registration
Statement on Form 10 (the "Amended Form 10").

 Comment
1:

 Unaudited
Interim Financial Statements, page 1

 Staff
Comment

 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.

 Company
Response

 The
Company has addressed the Staff's comment by filing an amendment to the Form 10 that includes unaudited interim consolidated financial
statements for the period ended September 30, 2025, together with comparative unaudited interim consolidated financial statements for
the period ended September 30, 2024.

 The
Amended Form 10 includes:

 ● Consolidated
 balance sheets as of September 30, 2025, and December 31, 2024

 ● Consolidated
 statements of operations and comprehensive loss for the three- and nine-month periods ended
 September 30, 2025, and 2024

 ● Consolidated
 statements of stockholders' equity and cash flows for the same periods

 Management's
Discussion and Analysis has been updated to include a discussion of liquidity and capital resources, interim operating results, period-over-period
changes, and known uncertainties affecting revenue generation during the interim period.

 These
interim financial statements supersede the previously filed June 30, 2025, interim financial information, which is no longer current.

 Comment
2:

 Item
1. Business, page 2

 Staff
Comment

 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 SK. 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.

 Company
Response

 The
Amended Form 10 clarifies the Company's operations by delineating its activities into three integrated business areas:

 1. Development
 of waste-to-methanol, hydrogen, and clean-fuel infrastructure projects

 2. Commercialization
 of external-combustion and multi-fuel engine technology

 3. Existing
 revenue-generating operations conducted through SRE Power, Inc.

 Revenue
and customers

 For
fiscal year 2024, the Company generated revenue primarily from operation and maintenance services, electricity sales, and technical services
provided through its subsidiary SRE Power, Inc. under the Project Funding, Build and Transfer ("PFBT") Agreement with Biliran
Geothermal, Inc. ("BGI").

 As
of September 30, 2025, the Biliran 2 MW geothermal power plant was temporarily offline due to an ongoing legal dispute between SRE Power
and BGI. SRE Power is pursuing a recovery and enforcement strategy with external legal counsel. As a result, no material revenue was
recognized during the 2025 interim period. This operational status and its impact on revenue are disclosed in the Amended Form 10 and
reconciled to prior-year revenue.

 BGI
/ PFBT Agreement

 The
PFBT Agreement is a 25-year contract under which SRE Power finances, builds, commissions, and operates geothermal power facilities for
BGI, beginning with a 2 MW module commissioned in 2023. Revenue under the agreement consists of:

 ● Operation
 and maintenance fees

 ● Technical
 services fees

 ● A
 contractual share of electricity generation revenues

 The
PFBT Agreement is material to the Company and has been filed as an exhibit to the Amended Form 10.

 Development-stage
activities

 Projects
relating to hydrogen locomotives, green methanol, waste-to-syngas, and future engine deployments are identified as development-stage
initiatives unless and until binding commercial agreements are executed.

 Risk
factors

 The
Amended Form 10 includes expanded risk factor disclosure addressing, among other things, revenue interruption risk arising from contractual
disputes, counterparty enforcement risk, customer concentration risk, and execution and financing risks associated with development-stage
projects.

 Comment
3:

 Item
3. Properties, page 12

 Staff
Comment

 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.

 Company
Response

 Vaigunth
Enertek is an independent engineering and fabrication company in India that provides fabrication, prototyping, testing, and engineering
support services to SRE Power on a non-exclusive, fee-for-service basis; the Company does not own or lease Vaigunth Enertek's facilities
and does not derive revenue from their operation.

 Through
SRE Power and technology partner Vaigunth Enertek, we operate engineering and prototyping facilities in India, focused on waste-to-energy,
hydrogen engine development and ORC systems.

 Vaigunth
Enertek is an independent engineering and fabrication company located in India that has historically provided manufacturing, prototyping,
testing, and engineering support services to SRE Power and its affiliates.

 HyOrc
does not own or lease Vaigunth Enertek's facilities. The relationship consists of:

 ● Fabrication
 and testing of prototype components

 ● Engineering
 and R&D support

 ● Limited
 manufacturing services conducted on a cost basis

 HyOrc
does not derive revenue from the operation of Vaigunth Enertek's facilities, nor are those facilities considered Company-owned
properties.

 Comment
4:

 Item
5. Directors and Executive Officers, page 13

 Staff
Comment

 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.

 Company
Response

 The
Amended Form 10 includes expanded biographical disclosure for directors and executive officers and complies with Item 401(e) of Regulation
S-K, including principal occupations and relevant experience.

 Comment
5

 Item
15. Financial Statements and Exhibits

 Staff
Comment

 (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.

 Company
Response

 The
Amended Form 10 includes the Company's currently effective Articles of Incorporation and Bylaws, including all amendments in effect
as of the filing date. Outdated charter documents have been removed.

 Comment
6:

 Consolidated
Financial Statements December 31, 2024 and 2023, page F-1

 Staff
Comment

 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.

 Company
Response

 Differences
between prior financial information posted on OTC Markets and the financial statements included in the Form 10 arise from the application
of reverse-acquisition accounting under ASC 805-40, audit adjustments, and presentation refinements. The Company considers the Form 10,
as amended, to be its authoritative financial disclosure, and OTC disclosures will be conformed accordingly.

 Comment
7:

 Note
3. Reverse Acquisition, page F-17

 Staff
Comment

 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.

 Company
Response

 We
respectfully submit the following response to the Staff of the U.S. Securities and Exchange Commission.

 Immediately
prior to the SRE transaction, Asia Properties, Inc. ("ASPZ") was a development-stage public company that established an organized
operating framework to identify, evaluate, structure, and execute business initiatives. During 2021 and subsequent periods, ASPZ undertook
a series of deliberate actions directed toward implementing its business strategy, including strategic planning, organizational structuring,
asset identification, evaluation activities, and transaction execution efforts. Although certain initiatives were in planning or early
execution stages and had not yet resulted in recurring operating revenues, these actions reflected active business operations rather
than mere asset holding.

 As
part of this strategic repositioning, ASPZ pursued mineral-related initiatives through an affiliate LLC. This represented an intentional
organizational step to segregate and manage a defined line of business and to facilitate evaluation of mineral-related opportunities.
Through this, ASPZ initiated legal, commercial, and structural due diligence activities in connection with potential mineral exploration
and mining lease opportunities. These activities included evaluating potential projects, assessing feasibility, and engaging with third
parties. While these initiatives had not yet advanced to commercial production, the performance of due diligence and evaluation activities
constituted substantive processes essential to developing a revenue-generating operation.

 During
this period, ASPZ also evaluated the acquisition of a specialized gold asset (the "Bering Sea Clinker") in connection with
its broader mineral-related strategy. Following the acquisition, management evaluated potential monetization pathways and structuring
alternatives for the asset. The acquisition of the asset itself constituted an input under ASC 805, while the related evaluation and
structuring activities reflected organized commercialization planning processes. Importantly, management's conclusion that ASPZ
met the definition of a business does not depend on the ultimate success or execution of these mineral-related initiatives, but rather
on the existence of inputs and substantive processes directed toward producing future economic outputs.

 In
addition to mineral-related activities, ASPZ maintained ongoing strategic planning, transaction structuring, and capital-raising processes.
As a public OTC-listed company, ASPZ had established governance, financial reporting, regulatory compliance, and disclosure processes
that supported management oversight and execution of its business plans. ASPZ actively evaluated and also is in the process of evaluating
financing alternatives, capital requirements, and transaction structures necessary to advance identified initiatives. ASC 805-10-55-6
through 55-8 acknowledge that substantive processes may exist even where activities are performed by a limited workforce or through external
advisors, particularly for development-stage entities, provided such processes are critical to the ability to develop and manage the
business.

 Although
ASPZ had not yet generated recurring operating revenues prior to the SRE transaction, ASC 805-10-55-3A explicitly states that outputs
are not required for an acquired set to qualify as a business if it includes inputs and substantive processes that together have the
ability to produce outputs. Management concluded that ASPZ's organized inputs, including its corporate structure, identified assets,
and access to capital, when applied through the substantive processes described above, namely strategic planning, due diligence, transaction
execution, asset monetization planning, financing, and governance, provided ASPZ with the ability to produce outputs.

 Based
on the foregoing, management determined that immediately prior to the SRE transaction, ASPZ possessed identifiable inputs and had implemented
organized and substantive business processes within the meaning of ASC 805-10-55-3A through 55-9, and that those inputs and processes
together provided ASPZ with the ability to produce outputs. Accordingly, ASPZ met the definition of a business under ASC 805.

 Having
concluded that ASPZ met the definition of a business, management evaluated the transaction under the reverse acquisition guidance in
ASC 805-40. Although ASPZ was the legal acquirer as it issued equity instruments, SRE was identified as the accounting acquirer based
on the indicators in ASC 805-40-25-2 through 25-6, including:

 ●
Former shareholders of SRE obtained approximately 90% of the voting interest in the combined entity.

 ●
The former owners of SRE retained control over the governing body and decision-making of the combined entity.

 ●
The relative size and operational substance of SRE compared to ASPZ indicated that SRE was the dominant operating entity.

 Accordingly,
the transaction was accounted for as a reverse acquisition, with SRE identified as the accounting acquirer and ASPZ as the accounting
acquiree, consistent with ASC 805-40-25-1.

 Comment
8:

 Note
5. Intangible Assets, page F-19

 Staff
Comment

 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.

 Company
Response

 We
respectfully submit the following response to the Staff of the U.S. Securities and Exchange Commission.

 The
Company respectfully advises the Staff that the patents recorded in 2024 are classified as indefinite-lived intangible assets in accordance
with ASC 350-30. As disclosed in Note 5, management determined that the patents are expected to contribute to cash flows indefinitely
and that the associated renewal costs are not significant. Accordingly, the patents are not amortized, and the disclosure requirements
in ASC 350-30-50-1, which apply to finite-lived intangible assets, are