Trio Petroleum Corp 2024年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the Fiscal Year Ended October 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from _______ to ________. Commission file number: 001-41643 TRIO PETROLEUM CORP. (Exact name of Registrant as specified in its charter) Delaware87-1968201(State or other jurisdiction of(I.R.S. Employer incorporation or organization) 5401 Business Park South, Suite 115Bakersfield, CA93309 (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (661) 324-3911 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Title of each classTrading Symbol(s)Common Stock, par value $0.0001 per share TPET Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.☐Yes☐No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe 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 besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch 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,smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer,accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark, whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☐No The aggregate market value of the voting and non-voting common equity held by non-affiliates computed byreference to the price at which the common equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant’s most recently completed second fiscal quarter, April 30, 2024,was $13,754,899. As of January 15, 2025, there were 6,725,702 shares of the registrant’s common stock outstanding. TABLE OF CONTENTS ITEM 1.BUSINESS.1ITEM 1A.RISK FACTORS.16ITEM 1B.UNRESOLVED STAFF COMMENTS.30ITEM 1C.CYBERSECURITY.30ITEM 2.PROPERTIES.31ITEM 3.LEGAL PROCEEDINGS.31 SPECIAL NOTE. On November 5, 2024, we received notice from NYSE American that the NYSE American had suspended trading ofour shares of common stock, until the effectiveness of a reverse stock split or our shares of common stock, par value$0.0001 per share (the “common stock”) at a ratio of one share of common stock for every 20 shares of commonstock outstanding (the “Reverse Stock Split”), because our common stock was consistently selling at a low sellingprice per share in violation of Section 1003(f)(v) of the NYSE American Company Guide. Upon effecting theReverse Stock Split on November 14, 2024, our common stock began trading again on the NYSE American onNovember 15, 2024. If, in the future, the price of our common stock falls out of compliance, again, with thecontinued listing requirements of the NYSE American, this could result in a de-listing of our common stock fromtrading on the NYSE American. Unle