Trio Petroleum Corp美股招股说明书(2026-03-10版)

TRIO PETROLEUM CORP Up to $1, 641, 000 of Common Stock This Amendment No. 4 to Prospectus Supplement (this “Amendment No. 4”) 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”), Amendment No. 2 to Prospectus Supplement dated March 4, 2026 (“Amendment No. 2”),and Amendment No. 3 to Prospectus Supplement dated March 5, 2026 (“Amendment No. 3” and collectively with the Original ATMProspectus Supplement and Amendment No. 1 and Amendment No. 2, the “Amended ATM Prospectus Supplement”). ThisAmendment No. 4 should be read in conjunction with the Amended ATM Prospectus Supplement and the base prospectus included inour Shelf Registration Statement on Form S-3 initially filed with the Securities and Exchange Commission on August 28, 2024 anddeclared effective on September 10, 2024 (File No. 333-281813) (the “Prospectus”), and is qualified by reference thereto, except to theextent that the information herein amends or supersedes the information contained in the Amended ATM Prospectus Supplement or theProspectus. This Amendment No. 4 is not complete without, and may only be delivered or utilized in connection with, the AmendedATM 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$17,377,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 3, wehave sold an aggregate of $17,375,884 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 March 9, 2026, thelast sale price of our common stock as reported on the NYSE American was $1.70 per share. We are filing this Amendment No. 4 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. 4 we may offer and sell shares ofcommon stock having an aggregate offering price of up to $1, 641, 000 from time to time through Ladenburg, which does not includethe shares of common stock having an aggregate sales price of $17,375,884 that were sold pursuant to the Amended ATM ProspectusSupplement prior to the filing of this Amendment No. 4. 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 $ 57,050,838 , based on 29,256,840 shares of our outstanding common stock held by non-affiliates asof March 9, 2026 and a price of $1.9 5 per share, the closing price of our common stock on March 3, 2026, which is within 60 days ofthe date of this Amendment No. 4. 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. 4, with a value of morethan one-third of our public float in any 12-month period, so long as our public float is less than $75,000,000. As of the date of thisAmendment No. 4, we have sold 18,139,045 shares of our common stock for a total of $17,375,884, pursuant to General InstructionI.B.6 to Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof. Sales of our common stock, if any, under the Amended ATM Prospectus Supplement, as further amended by this Amendment No. 4,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 SalesAgent is not required to sell any specific number or dollar amount of shares but will use commercially reasonable efforts to sell on ourbehalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, subject tothe terms and conditions