UPLOAD Filing
Trio Petroleum Corp
Date: May 12, 2025 · CIK: 0001898766 · Accession: 0000000000-25-005051
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286803
Letter
Re: Trio Petroleum Corp. Registration Statement on Form S-3 Filed April 28, 2025 File No. 333-286803 Dear Robin Ross:
May 12, 2025
Robin Ross Chief Executive Officer Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265
We have conducted a limited review of your registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 The Offering, page 13
1. You provide that you currently have 7,498,855 shares issued and outstanding, and following the completion of the offering there will be 9,530,685 shares issued and outstanding. However, it appears from the cover page that of the 2,031,830 shares of common stock to be offered in this offering, 526,536 shares of common stock have been issued to five selling stockholders as a portion of the purchase price in connection with your acquisition of certain assets, and 20,000 shares were issued to a selling stockholder as compensation. Please clarify whether these shares have been issued and are outstanding, and, if so, please revise to clarify the number of shares that are currently outstanding. May 12, 2025 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Scott M. Miller
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 12, 2025 Robin Ross Chief Executive Officer Trio Petroleum Corp. 23823 Malibu Road, Suite 304 Malibu, CA 90265 Re: Trio Petroleum Corp. Registration Statement on Form S-3 Filed April 28, 2025 File No. 333-286803 Dear Robin Ross: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 The Offering, page 13 1. You provide that you currently have 7,498,855 shares issued and outstanding, and following the completion of the offering there will be 9,530,685 shares issued and outstanding. However, it appears from the cover page that of the 2,031,830 shares of common stock to be offered in this offering, 526,536 shares of common stock have been issued to five selling stockholders as a portion of the purchase price in connection with your acquisition of certain assets, and 20,000 shares were issued to a selling stockholder as compensation. Please clarify whether these shares have been issued and are outstanding, and, if so, please revise to clarify the number of shares that are currently outstanding. May 12, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at 202-551-3271 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Scott M. Miller </TEXT> </DOCUMENT>