Trio Petroleum Corp 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended October 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 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) 23823 Malibu Road, Suite 304Malibu, CA90265(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: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 reportingcompany, 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. Accelerated Filer☐Smaller Reporting Company☒Emerging Growth Company☒ Large Accelerated FilerNon-Accelerated Filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period 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 by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter, April 30, 2025, was $8,775,576. As of January 16, 2026, there were 12,300,752 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.31ITEM 4.MINE SAFETY DISCLOSURES.31 ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES31ITEM 6.[RESERVED]33ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.33ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.43ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.43ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.43ITEM 9A.CONTROLS AND PROCEDURES.43ITEM 9B.OTHER INFORMATION.45ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.45 ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.45ITEM 11.EXECUTIVE COMPENSATION.49ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS.55ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE.57ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.61 ITEM 1. BUSINESS. Overview We are a California-based oil and gas exploration and development company headquartered in Malibu, California, with our principalexecutive offices located at 23823 Malib