Trio Petroleum Corp美股招股说明书(2026-05-06版)

TRIO PETROLEUM CORP Up to $65,000,000 of Common Stock This Amendment No. 10 to Prospectus Supplement (this “Amendment No. 10”) amends and supplements our prospectussupplement dated January 9, 2026 (the “Original ATM Prospectus Supplement”), as amended by Amendment No. 1 to ProspectusSupplement dated March 3, 2026 (“Amendment No. 1”), Amendment No. 2 to Prospectus Supplement dated March 4, 2026(“Amendment No. 2”), Amendment No. 3 to Prospectus Supplement dated March 5, 2026 (“Amendment No. 3”), Amendment No. 4to Prospectus Supplement dated March 10, 2026 (“Amendment No. 4”), Amendment No. 5 to Prospectus Supplement dated March 30,2026 (“Amendment No. 5”), Amendment No. 6 to Prospectus Supplement dated April 6, 2026 (“Amendment No. 6”), Amendment No.7 to Prospectus Supplement dated April 7, 2026 (“Amendment No. 7”), Amendment No. 8 to the Prospectus Supplement, dated April8, 2026 (“Amendment No. 8,”), and Amendment No. 9 to the Prospectus Supplement, dated April 10, 2026 (“Amendment No. 9,” andcollectively with the Original ATM Prospectus Supplement and Amendment No. 1, Amendment No. 2, Amendment No. 3, AmendmentNo. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, and Amendment No. 8, the “Amended ATM ProspectusSupplement”). This Amendment No. 10 should be read in conjunction with the Amended ATM Prospectus Supplement and the baseprospectus included in our Shelf Registration Statement on Form S-3 initially filed with the Securities and Exchange Commission onAugust 28, 2024 and declared effective on September 10, 2024 (File No. 333-281813) (the “Prospectus”), and is qualified by referencethereto, except to the extent that the information herein amends or supersedes the information contained in the Amended ATMProspectus Supplement or the Prospectus. This Amendment No. 10 is not complete without, and may only be delivered or utilized inconnection with, the Amended ATM Prospectus Supplement and the Prospectus, and any future amendments or supplements thereto. 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$24,208,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 10, wehave sold an aggregate of $24,207,305 of shares of common stock pursuant to the ATM Agreement and the Amended ATM ProspectusSupplement. Our common stock is listed on the NYSE American (the “NYSE American”) under the symbol “TPET.” On May 4, 2026, the lastsale price of our common stock as reported on the NYSE American was $0.535 per share. As of April 14, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates, also known asour public float, was approximately $77,370,054, based on 39,676,951 shares of our outstanding common stock held by non-affiliatesas of April 14, 2026 and a price of $1.95 per share, the closing price of our common stock on March 3, 2026, which was within 60days of April 14, 2026. We are filing this Amendment No. 10 to the Amended ATM Prospectus Supplement to update our public float and indicate that,since our public float was above $75.0 million on April 14, 2026, we are no longer subject to the sales limitations of GeneralInstruction I.B.6 of Form S-3. As of the date of this Amendment No. 10, we are increasing the aggregate amount of shares of ourcommon stock that we are offering pursuant to the ATM Agreement, such that we are offering up to an aggregate of $65,000,000 ofour shares of common stock for sale under the ATM Agreement, in addition to the shares of common stock previously sold, however inno event will we sell such number of shares that exceeds either the dollar amount of shares of common stock registered on theregistration statement pursuant to which this offering is being made, or the number of authorized but unissued shares of commonstock. Additionally, in the event we become subject again to the offering limits in General Instruction I.B.6. of Form S-3 in the future,so long as permitted by the Securities and Exchange Commission, we intend to continue to offer and sell our common stock under thethis Amended ATM Prospectus Supplement until all shares of common stock registered herein have been sold in accordance with theterms hereof. Sales of our common stock, if any, under the Amended ATM Prospectus Supplement, as further amended by this Amendment No.10, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Actof 1933, as amended (the “Securities Act”), including sales made directly on the NYS