HyOrc Corporation 提交 2026 年第一季度财报修正案

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from January 1^st 2026 to March 31^st 2026

Commission file number: 000-51048

HyOrc Corporation

(Exact name of registrant as specified in its charter)

3050 Post Oak Boulevard, Suite 510-Q60

Houston, Texas 77056

(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 532-9034

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of the latest practicable date, the registrant had 756,039,956 shares of common stock outstanding.

EXPLANATORY NOTE

HyOrc Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, originally filed with the Securities and Exchange Commission on May 7, 2026 (the “Original Report”).

The Original Report was filed before completion of the independent review of the Company’s interim financial information contemplated by Rule 10-01(d) of Regulation S-X. Subsequent to that filing, Suri & Co., the Company’s independent registered public accounting firm, completed its review of the interim financial information for the three months ended March 31, 2026, in accordance with PCAOB AS 4105, Reviews of Interim Financial Information.

Suri & Co. communicated completion of its review in October 2026 and reported an unqualified review conclusion with no material adjusted or unadjusted differences. The Company has not changed the financial statements or accompanying notes as originally filed in connection with completion of that review.

This Amendment is intended to disclose the subsequent completion of the review. Except as expressly described in this Amendment, the Company has not modified the Original Report. This Amendment should be read in conjunction with the Original Report and the Company’s subsequent SEC filings.

PART II — OTHER INFORMATION

Item 6. Exhibits

Exhibit 31.1 — Certification pursuant to Rule 13a-14(a)/15d-14(a) by the principal executive officer.

Exhibit 31.2 — Certification pursuant to Rule 13a-14(a)/15d-14(a) by the person performing the principal financial officer function.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.