Trio Petroleum Corp

As filed with the Securities and Exchange Commission on January 29, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4115 Blackhawk Plaza Circle, Suite 100

Danville, CA 94506

Telephone:(661) 324-3911

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael L. Peterson

Chief Executive Officer

4115 Blackhawk Plaza Circle, Suite 100

Danville, CA 94506

Telephone:(661) 324-3911

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Barry I. Grossman, Esq.

Scott M. Miller, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Telephone: (212) 370-1300

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company 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.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 3,142,858 shares of Common Stock

Issuable upon Conversion of a Senior Secured Convertible Promissory Note

Up to 891,122 shares of Common Stock

Issuable upon Exercise of a Common Warrant

Up to 55,000 shares of Common Stock

Issuable upon Exercise of a Placement Agent Warrant

This prospectus relates to the resale from time to time, by an institutional investor (the “Investor”) identified in this prospectus under the caption “Selling Stockholders,” of (i) up to 3,142,858 shares of common stock, par value $0.0001 per share of Trio Petroleum Corp. (the “Common Stock”), which the Investor may acquire upon the conversion of a senior secured convertible promissory note (the “Second Tranche Note”) and (ii) up to 891,122 shares of Common Stock, which the Investor may acquire upon the exercise of an outstanding warrant (the “Second Tranche Common Warrant”). We issued the Second Tranche Note and the Second Tranche Common Warrant to the Investor in the second closing of a private placement offering (the “Private Placement”), pursuant to the terms and conditions of an Amendment to Transaction Documents, dated as of December 29, 2023, by and between the Company and the Investor (the “Amendment”) which amended a securities purchase agreement, dated as of October 4, 2023, by and between the Company and the Investor (the “Securities Purchase Agreement” and collectively with the Amendment, the “Securities Purchase Agreement, as amended”). In addition, this prospectus also relates to the resale from time to time, by Spartan Capital Securities LLC (the “Placement Agent”), the placement agent, in connection with the offering described in the Securities Purchase Agreement, and pursuant to an Engagement Agreement, dated May 17, 2023, between the Company and the Placement Agent (the “Placement Agent Agreement”), of up to 55,000 shares of Common Stock, which the Placement Agent may acquire upon the exercise of an outstanding warrant issued to the Placement Agent for its services relating to the Private Placement (the “Second Tranche Placement Agent Warrant” and collectively with the Second Tranche Common Warrant, the “Second Tranche Warrants”). The Investor and the Placement Agent are sometimes collectively referred to in this prospectus as the “Selling Stockholders.”

The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the shares of Common Stock issuable (i) to the Investor upon conversion of the Second Tranche Note (the “Second Tranche Conversion Shares”) and/or exercise of the Second Tranche Common Warrant (the “Second Tranche Common Warrant Shares”) and (ii) to the Placement Agent upon exercise of the Second Tranche Placement Agent Warrant (the “Second Tranche Placement Agent Warrant Shares” and collectively with the Second Tranche Conversion Shares and the Second Tranche Common Warrant Shares, the “Second Tranche Resale Securities”) on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the shares of Common Stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Second Tranche Warrants. See “Use of Proceeds” beginning on page 27 and “Plan of Distribution” beginning on page 31 of this prospectus for more information.

Our Common Stock is listed on the NYSE American (“NYSE American”) under the symbol “TPET.” On January 26, 2024, the last reported sale price of our Common Stock was $0.191 per share.

We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of the material risks of investing in our Common Stock under the heading “Risk Factors” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is ________, 2024

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

FINANCIAL STATEMENT PRESENTATION

The financial statements for the years ended October 31, 2023 and 2022 represent the operations of Trio Petroleum Corp., which does not have subsidiaries.

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated, the terms “Trio Petroleum,” “we,” “us,” “our,” “our company,” “Company” and “our business” refer to Trio Petroleum Corp.