Trio Petroleum Corp. 美股招股说明书（2026年3月4日版）

TRIO PETROLEUM CORP Up to $6,485,000 of Common Stock This Amendment No. 2 to Prospectus Supplement (this “Amendment No. 2”) amends and supplements our prospectus supplementdated January 9, 2026 (the “Original ATM Prospectus Supplement”), as amended by Amendment No. 1 to Prospectus Supplementdated March 3, 2026 (“Amendment No. 1” and collectively with the Original ATM Prospectus Supplement, the “Amended ATMProspectus Supplement”). This Amendment No. 2 should be read in conjunction with the Amended ATM Prospectus Supplement andthe base prospectus included in our Shelf Registration Statement on Form S-3 initially filed with the Securities and ExchangeCommission on August 28, 2024 and declared effective on September 10, 2024 (File No. 333-281813) (the “Prospectus”), and isqualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the On January 9, 2026, we entered into an At Market Issuance Sales Agreement (“ATM Agreement”), with Ladenburg Thalmann &Co. Inc. (“Ladenburg” or the “Sales Agent”)) relating to shares of our common stock, par value $0.0001 per share (the “commonstock”), offered by the Amended ATM Prospectus Supplement. In accordance with the terms of the ATM Agreement and the AmendedATM Prospectus Supplement, we had the ability to sell shares of our common stock having an aggregate offering price of up to Our common stock is listed on the NYSE American (the “NYSE American”) under the symbol “TPET.” On March 3, 2026, thelast sale price of our common stock as reported on the NYSE American was $1.97 per share. We are filing this Amendment No. 2 to the Amended ATM Prospectus Supplement to update the amount of shares of commonstock we are eligible to sell under General Instruction I.B.6. As a result of these limitations and the current public float of our commonstock, and in accordance with the terms of the ATM Agreement, after filing this Amendment No. 2 we may offer and sell shares of As of the date of this Amendment, the aggregate market value of our outstanding shares of common stock held by non-affiliates,also known as our public float, is $40,133,713, based on 20,372,443 shares of our outstanding common stock held by non-affiliates asof March 3, 2026 and a price of $1.97 per share, the closing price of our common stock on March 3, 2026, which is within 60 days ofthe date of this Amendment No. 2. Pursuant to General Instruction I.B.6, in no event will we sell shares of our common stock pursuantto the Amended ATM Prospectus Supplement and the Prospectus, as further amended by this Amendment No. 2, with a value of more Sales of our common stock, if any, under the Amended ATM Prospectus Supplement, as further amended by this Amendment No. 2,may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of1933, as amended (the “Securities Act”), including sales made directly on the NYSE American, or any other existing trading marketfor our common stock, sales made to or through a market maker in a transaction consummated other than on an exchange, or innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The Sales Investing in our securities involves a high degree of risk. You should read this Amendment No 2, the Amended ATMProspectus Supplement, the accompanying Prospectus and the information incorporated herein and therein by referencecarefully before you make your investment decision. See “Risk Factors” beginning on page S-9 of the Amended ATM 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 Amendment, the Amended ATM Prospectus Supplement, as Ladenburg Thalmann & Co. Inc. The date of this Amendment No. 2 to ATM Prospectus Supplement is March 4, 2026