Trio Petroleum Corp美股招股说明书(2026-01-09版)

TRIO PETROLEUM CORP Up to $3,600,000 of Common Stock On January 9, 2026, we entered into we entered into an At Market Issuance Sales Agreement (“ATM Agreement”), withLadenburg Thalmann & Co. Inc. (“Ladenburg” or the “Sales Agent”)) relating to shares of our common stock, par value $0.0001 pershare (the “common stock”), offered by this prospectus supplement. In accordance with the terms of the ATM Agreement and thisprospectus supplement, we may offer and sell shares of our common stock having an aggregate offering price of up to $3.6 millionfrom time to time through Ladenburg, acting as our sales agent or principal. Our common stock is listed on the NYSE American (the “NYSE American”) under the symbol “TPET.” On January 7, 2026, thelast sale price of our common stock as reported on the NYSE American was $0.818 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying base prospectus may be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”), including sales made directly on the NYSE American, or any other existing trading market for our common stock,sales made to or through a market maker in a transaction consummated other than on an exchange, or in negotiated transactions atmarket prices prevailing at the time of sale or at prices related to such prevailing market prices. The Sales Agent is not required to sellany specific number or dollar amount of shares but will use commercially reasonable efforts to sell on our behalf all of the shares ofcommon stock requested to be sold by us, consistent with its normal trading and sales practices, subject to the terms and conditions ofthe ATM Agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agent will be entitled to cash compensation at a fixed commission rate of up to 3.0% of the gross proceeds of anyshares of common stock sold under the ATM Agreement, in addition to the reimbursement of certain expenses (see “Plan ofDistribution”). In connection with the sales, if any, of our common stock on our behalf, the Sales Agent will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of the Sales Agent will be deemed to be underwritingcommissions or discounts. See “Plan of Distribution” beginning on page S-13 for additional information regarding the Sales Agent’scompensation. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities,including liabilities under the Securities Act. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and as such, aresubject to reduced public company disclosure standards for this prospectus supplement, the accompanying base prospectus and ourfilings with the Securities and Exchange Commission (the “SEC”). See “Prospectus Supplement Summary—Implications of Being anEmerging Growth Company.” As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliatesis approximately $10,863,257 based on 12,089,459 shares of outstanding common stock on January 7, 2026, of which 1,743,500shares are held by non-affiliates, and a per share price of $1.05 which was the closing price of our common stock as quoted on theNYSE American on November 10, 2025, which was the highest closing price of our common stock on the NYSE American within theprior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a valueexceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000.During the 12-calendar month period that ends on, and includes, the date of this prospectus supplement, we have not offered and soldany of our securities pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. You should read this prospectus supplement, the accompanyingbase prospectus and the information incorporated herein and therein by reference carefully before you make your investmentdecision. See “Risk Factors” beginning on page S-9 of this prospectus supplement and on page 14 of the accompanying baseprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying base prospectus.Any representation to the contrary is a criminal offense. Ladenburg Thalmann & Co. Inc. The date of this prospectus supplement is January 9, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageAbout This Prospectus SupplementS-iiCautionary Note Regarding Forward-Looking StatementsS-iiiProspectus Supplement SummaryS-1The OfferingS-8