HyOrc replaces JV partner for waste-to-methanol

Q: What agreement did HyOrc (ASPZ) enter into with MO.RE.DA. Oils, Lda?

HyOrc entered into a Novation and Assignment Agreement with Start Lda and MO.RE.DA. Oils, Lda. This transfers Start Lda’s rights and obligations in the Portuguese waste-to-methanol joint venture to MO.RE.DA., making MO.RE.DA. HyOrc’s new 50% partner.

Q: How does the new agreement affect HyOrc (ASPZ)’s joint venture ownership?

HyOrc’s ownership in HyOrc Start Green Fuels, Lda remains 50%, with MO.RE.DA. Oils, Lda holding the other 50%. The change is in the identity of the partner, not the equity split, so the joint venture remains equally owned by HyOrc and MO.RE.DA.

HyOrc Corporation entered into a Novation and Assignment Agreement under which MO.RE.DA.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HyOrc Corporation entered into a Novation and Assignment Agreement under which MO.RE.DA. Oils, Lda replaces Start Lda as its 50/50 joint venture partner in HyOrc Start Green Fuels, Lda. The joint venture continues to focus on developing waste-to-methanol facilities in Portugal.

MO.RE.DA. Oils assumes all obligations previously held by Start Lda, including providing land, infrastructure support, permitting coordination and regulatory cooperation. It has committed its industrial facility in Guilhabreu, Vila do Conde, which already holds an industrial operating permit, potentially allowing the planned pilot plant to advance via a permit amendment process rather than full greenfield permitting, which may shorten development timelines.

Insights

HyOrc swaps its Portuguese JV partner while keeping a 50/50 structure and potentially faster permitting.

HyOrc Corporation has novated its Portuguese waste-to-methanol joint venture so that MO.RE.DA. Oils, Lda replaces Start Lda as the 50% partner in HyOrc Start Green Fuels, Lda. All rights and obligations under the original Joint Venture and Shareholders’ Agreements transfer to MO.RE.DA.

MO.RE.DA. commits an existing industrial facility in Guilhabreu, Vila do Conde, which already holds an industrial operating permit. Using this site may allow the pilot plant to move forward via a permit amendment instead of a full greenfield permitting process, suggesting a potentially shorter development path, though actual timing will depend on regulatory decisions in Portugal.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

HyOrc JV stake: 50% MO.RE.DA. JV stake: 50% Industrial permit status: Industrial operating permit in place +1 more

4 metrics

HyOrc JV stake 50% Ownership of HyOrc Start Green Fuels, Lda after novation

MO.RE.DA. JV stake 50% Ownership of HyOrc Start Green Fuels, Lda after replacing Start Lda

Industrial permit status Industrial operating permit in place MO.RE.DA. facility in Guilhabreu, Vila do Conde, Portugal

Agreement date April 7, 2026 Date of Novation and Assignment Agreement

Key Terms

Novation and Assignment Agreement, Joint Venture Agreement, Shareholders’ Agreement, waste-to-methanol, +1 more

5 terms

Novation and Assignment Agreement regulatory

"entered into a Novation and Assignment Agreement with Start Lda and MO.RE.DA."

Joint Venture Agreement financial

"previously held by Start Lda under the Company’s existing Joint Venture Agreement"

A joint venture agreement is a legally binding contract where two or more parties combine resources to run a specific business project or entity, spelling out who contributes what, how decisions are made, how profits and losses are shared, and how the venture can end. Investors care because the agreement determines control, financial exposure, potential returns, and exit options—much like a clear housemate contract that prevents disputes over money, chores, and belongings.

Shareholders’ Agreement financial

"existing Joint Venture Agreement and Shareholders’ Agreement relating to HyOrc Start Green Fuels"

A shareholders’ agreement is a private contract among a company’s owners that sets out their rights, responsibilities and how key decisions will be made—think of it as the house rules for people who own slices of the same business. It matters to investors because it controls voting rights, limits how shares can be sold or passed on, and lays out what happens in disagreements, so it affects control, liquidity and the value of an investment.

waste-to-methanol technical

"Portuguese joint venture established to develop waste-to-methanol facilities"

industrial operating permit regulatory

"The referenced facility already holds an industrial operating permit."

FAQ

What agreement did HyOrc (ASPZ) enter into with MO.RE.DA. Oils, Lda?

HyOrc entered into a Novation and Assignment Agreement with Start Lda and MO.RE.DA. Oils, Lda. This transfers Start Lda’s rights and obligations in the Portuguese waste-to-methanol joint venture to MO.RE.DA., making MO.RE.DA. HyOrc’s new 50% partner.

How does the new agreement affect HyOrc (ASPZ)’s joint venture ownership?

HyOrc’s ownership in HyOrc Start Green Fuels, Lda remains 50%, with MO.RE.DA. Oils, Lda holding the other 50%. The change is in the identity of the partner, not the equity split, so the joint venture remains equally owned by HyOrc and MO.RE.DA.

What project responsibilities does MO.RE.DA. assume in HyOrc (ASPZ)’s joint venture?

MO.RE.DA. assumes all prior Start Lda obligations, including land provision, infrastructure support, permitting coordination, and cooperation with regulatory authorities. These responsibilities directly support developing and operating the planned waste-to-methanol pilot plant in Portugal under the existing joint venture framework.

Why is MO.RE.DA.’s industrial facility important for HyOrc (ASPZ)’s project?

MO.RE.DA. committed its industrial facility in Guilhabreu, Vila do Conde, which already has an industrial operating permit. Using this permitted site may allow the waste-to-methanol pilot plant to proceed through a permit amendment process, potentially shortening regulatory timelines compared with a greenfield site.

Does the HyOrc (ASPZ) joint venture remain focused on waste-to-methanol facilities?

Yes. The joint venture, HyOrc Start Green Fuels, Lda, continues targeting waste-to-methanol facilities. The agreement changes the Portuguese partner from Start Lda to MO.RE.DA. Oils, Lda but keeps the project’s waste-conversion and methanol production focus intact within the same 50/50 structure.

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Accepted by SEC EDGAR 04/10/2026 - 05:18 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026

HyOrc Corporation

(Exact name of registrant as specified in its charter)

Wyoming	000-51048	91-1910791
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3050 Post Oak Boulevard, Suite 510-Q60, Houston, Texas 77056

(281) 532 9034

Registrant’s telephone number, including area code

(Former Name or Former Address

if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol		Name of Each Exchange on which Registered
None		HYOR		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 – Entry into a Material Definitive Agreement

On April 7, 2026, HyOrc Corporation (the “Company”) entered into a Novation and Assignment Agreement with Start Lda and MO.RE.DA. Oils, Lda, a Portuguese industrial company.

Pursuant to the agreement, MO.RE.DA. Oils, Lda assumed all rights and obligations previously held by Start Lda under the Company’s existing Joint Venture Agreement and Shareholders’ Agreement relating to HyOrc Start Green Fuels, Lda, the Portuguese joint venture established to develop waste-to-methanol facilities.

As a result of the transaction, MO.RE.DA. Oils, Lda replaces Start Lda as the Company’s joint venture partner.

The ownership structure of HyOrc Start Green Fuels, Lda remains unchanged:

● HyOrc Corporation – 50%

● MO.RE.DA. Oils, Lda – 50%

Under the Novation and Assignment Agreement, MO.RE.DA. Oils agreed to assume all obligations previously undertaken by Start Lda, including responsibilities relating to the provision of land, infrastructure support, permitting coordination, and cooperation with regulatory authorities for the development of the project.

MO.RE.DA. Oils also committed to make available its industrial facility located in Guilhabreu, Vila do Conde, Portugal, for the installation and operation of the planned waste-to-methanol pilot plant.

The referenced facility already holds an industrial operating permit. The Company expects that the project may therefore proceed through a permit amendment process rather than a full greenfield permitting procedure, which could shorten the project development timeline.

The foregoing description of the Novation and Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement itself.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
9.1		Novation and Assignment Agreement dated April 7, 2026, among HyOrc Corporation, Start Lda, and MO.RE.DA. Oils, Lda.
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 hereunto duly authorized.

/s/ K. Reginald Fubara
K. Reginald Fubara
Chief Executive Officer
HyOrc Corporation
Date: April 10, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

HyOrc replaces JV partner for waste-to-methanol

Rhea-AI Filing Summary

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