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Trio
Petroleum Corp.

5401
Business Park, Suite 115

Bakersfield, CA 93309

VIA
EDGAR

December
6, 2023

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

Washington,
D.C. 20549

Attention:
Liz Packebusch

    Re:
    Trio Petroleum Corp.

    Registration
    Statement on Form S-1

    Filed
    November 3, 2023

    File
    No. 333- 333-275313

Dear
Ms. Packebusch:

Trio
Petroleum Corp. (the “Company,” “we,” “us” or “our”) hereby
transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated November 30, 2023, regarding the Company’s Registration Statement on Form
S-1 filed on November 3, 2023.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to Registration Statement
on Form S-1 (the “Registration Statement”), which is being filed to the Commission contemporaneously with the submission
of this letter.

Registration
Statement on Form S-1 filed November 3, 2023

Market
Opportunity

Table
1: Estimated Undeveloped Reserves and Cash Flow, page 3

1) Please
                                            revise to include cross-references to the cautionary language that prefaces “Table
                                            1: Estimated Undeveloped Reserves and Cash Flow” as it also appears at page 56, as
                                            well as any related risk factors.

Response:
In response to Staff’s comment, we have revised the disclosure on pages 5 and 57 of the prospectus included in
the Registration Statement (the “Prospectus”), so that the disclosure is consistent in both places and to include
cross-references to the applicable risk factors.

Executive
and Director Compensation, page 66

2) Please
                                            update your executive compensation disclosure to reflect the most recently completed fiscal
                                            year. For guidance, refer to Item 402(m) of Regulation S-K and Question 117.05 of Regulation
                                            S-K Compliance and Disclosure Interpretations.

Response:
In response to Staff’s comment, we have revised the disclosure on pages 66, 67 and 73 of the Prospectus.

General

3) We
                                            note that the issuance of common stock, with respect to the shares underlying the Note and
                                            the Warrants, is subject to shareholder approval. Please confirm that you will not request
                                            acceleration of the effective date of your registration statement until you have obtained
                                            shareholder approval such that you will have sufficient authorized shares to conduct the
                                            offering.

Response:
In response to Staff’s comment, we respectfully submit that we will not request acceleration before stockholder approval is
obtained.

4) We
                                            note you are registering for resale 13,245,309 shares of common stock. Given the size of
                                            the offering relative to the number of shares outstanding, please provide us with a detailed
                                            analysis as to why you believe the transaction is appropriately characterized as a secondary
                                            offering that is eligible to be made under Rule 415(a)(1)(i), rather than a primary offering
                                            in which the selling shareholders are actually underwriters selling on your behalf. For guidance,
                                            please see Question 612.09 of the Division’s Securities Act Rules Compliance &
                                            Disclosure Interpretations.

Response:
The Company acknowledges the Staff’s comment and respectfully submits that the proposed resale of the shares of the Company’s
common stock par value $0.0001 per share (the “Common Stock”) by L1 Capital Global Opportunities Master Fund Ltd.
(“L1 Capital”) and Spartan Capital Securities LLC (“Spartan”, together with L1 Capital, the “Selling
Stockholders”) as contemplated in the Registration Statement is not an indirect primary offering and is appropriately characterized
as a secondary offering under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Rule
415(a)(1)(i) provides that securities may be registered for an offering on a continuous or delayed basis in the future provided, among
other things, that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a
person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary. With
regard to the Registration Statement, neither the Company nor any of its subsidiaries is offering securities under the Registration Statement,
nor is the offering being made on behalf of the Company or any of its subsidiaries.

In
further consideration of this comment, we have reviewed Compliance and Disclosure Interpretation Question 612.09 (“C&DI
612.09”), which identifies six factors to be considered in determining whether a purported secondary offering is really a primary
offering.

C&DI
612.09 states in relevant part, “It is important to identify whether a purported secondary offering is really a primary offering,
i.e., the selling shareholders are actually underwriters selling on behalf of an issuer … The question of whether an offering
styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds.
Consideration should be given to:

 ● how
                                            long the selling shareholders have held the shares;

 ● the
                                            circumstances under which they received them;

 ● their
                                            relationship to the issuer;

 ● the
                                            amount of shares involved;

 ● whether
                                            the sellers are in the business of underwriting securities; and

 ● finally,
                                            whether under all the circumstances it appears that the seller is acting as a conduit for
                                            the issuer.”

We
address each of the above factors in the analysis below. Based on our review of these factors, the Company respectfully submits to the
Staff that the Selling Stockholders are not acting as underwriters or otherwise as a conduit for the Company and that the resale of
shares of Common Stock by the Selling Stockholders as contemplated by the Registration Statement is not an indirect primary offering
being conducted by or on behalf of the Company.

Background

On
October 4, 2023, the Company entered into a Securities Purchase Agreement with L1 Capital (the “Securities Purchase Agreement”),
pursuant to which the Company issued to L1 Capital, in a private placement offering (the “Private Placement”) (i)
a senior secured convertible promissory note convertible into shares of Common Stock (the “Note”) and
(ii) a warrant exercisable for shares of Common Stock (the “Common Warrant”) for an aggregate purchase price of $1.86
million (less commitment fees and net of original issue discount of 7%). In connection with the Private Placement and pursuant to a Placement
Agent Agreement, dated as of May 22, 2023 (the “Placement Agent Agreement”), entered into by the Company and Spartan, the Company also issued to Spartan a warrant to purchase shares Common Stock (the “Placement Agent Warrant” and
collectively with the Common Warrant, the “Warrants”) as compensation for its services as placement agent in the Private
Placement. The Company filed the Registration Statement to register for resale (i) up to 11,428,572 shares of Common Stock which L1 Capital
may acquire upon the conversion of the Note, (ii) up to 1,733,404 shares of Common Stock which L1 Capital may acquire upon the exercise
of the Common Warrant and (iii) up to 83,333 shares of Common stock which Spartan may acquire upon the exercise of the Placement Agent
Warrant.

Factor
1: How Long the Selling Stockholders Have Held the Securities

While
the presumption is that the longer securities are held, the less likely it is that a selling shareholder is acting as a conduit for a
primary offering, such a factor is not determinative, and the Commission has in fact specifically recognized that a short holding period
does not by itself negate valid investment intent. The Staff regularly permits issuers to register privately issued shares for resale
promptly following, or even prior to, the closing of a private placement transaction.

This
conclusion comports with longstanding custom and practice in the “PIPEs” marketplace, where investors require that a registration
statement be filed shortly after closing (typically 30 days) and declared effective shortly thereafter (typically 60 to 90 days after
closing). In this case, L1 Capital was provided with registration rights requiring the Company to file with the Commission no later than
30 days following the issuance of the Note and the Common Warrant a registration statement registering for resale (i) the 11,428,572
shares of Common Stock which L1 Capital may acquire upon the conversion of the Note and (ii) up to 1,733,404 shares of Common Stock which
L1 Capital may acquire upon the exercise of the Common Warrant. The Company filed the Registration Statement within 30 days after the
issuance of the Note and the Common Warrant. Additionally, the Company agreed to use commercially reasonable efforts to cause such registration
statement to be declared effective as soon as practicable thereafter.

The
Placement Agent Warrant also provides Spartan with registration rights and the Company, therefore, also included the up to 83,333 shares
of Common Stock which Spartan may acquire upon the exercise of the Placement Agent Warrant for resale in the Registration Statement.
With regards to the issuance of the Placement Agent Warrant to Spartan, it is noted that the Placement Agent Warrant is not exercisable
until 180 days after issuance (i.e. April 1, 2024), which, the Company believes, supports Spartan’s not having acquired the Placement
Agent Warrant with an intent to distribute the underlying shares of Common Stock, but instead to hold the Placement Agent Warrant for
a sufficient period of time before exercising and selling the underlying shares of Common Stock. ,

Factor
2: Circumstances Under Which the Securities Were Acquired

As
described above, L1 Capital acquired the Note and Warrant in the Private Placement, pursuant to the terms and conditions of the Securities
Purchase Agreement, which was negotiated at arm’s length by unaffiliated parties. The Note and Warrant were issued pursuant to
an exemption from registration under Section 4(a)(2) of the Securities Act. In
the Securities Purchase Agreement the Selling Stockholder made extensive representations and warranties regarding its investment intent,
including representations that it was either an “accredited investor” or a “qualified institutional buyer,” and
that it was acquiring the shares of Common Stock for its own account and not for the account of others, and not on behalf of any other
account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. L1 Capital also represented that they understood that the shares of Common Stock would be subject to transfer restrictions if not
registered or an exemption from registration is not available, and, as a result of such transfer restrictions, it may not be able to
readily resell their shares of Common Stock and may be required to bear the financial risk of an investment in its shares of Common Stock.

The
Placement Agent Warrant was issued to Spartan as part of the compensation paid to Spartan in connection with its having provided services
as placement agent with respect to the Private Placement and represents less than 1% of the shares being registered for resale pursuant
to the Registration Statement.

L1
Capital has been at market risk for its entire investment since the date of the issuance of the Note and the Common Warrant, and Spartan
has been at market risk since the time of the issuance of the Placement Agent Warrant.

The
Company is aware that a reader of the Registration Statement may equate the registration of the shares of Common Stock with a present
intent to distribute these securities. However, the Company respectfully submits that such a perspective is at odds with both market
practices and the Staff’s own previous interpretive positions. There are a number of reasons why investors in a PIPE transaction
would want shares registered other than to effect an immediate resale. Many private investment funds are required to mark their portfolios
to market. If portfolio securities are not registered, such investors are typically required to mark down the book value of those securities
to reflect an illiquidity discount. That valuation does not depend on whether investors intend to dispose of their securities or to hold
them for an indefinite period. In addition, investors are fiduciaries for their limited partners and other investors in the funds. As
such, the investors have a common law duty to act prudently. Accordingly, the Company understands that they wish to have their securities
in a more liquid form, whereas not registering the shares could prevent them from taking advantage of market opportunities or from liquidating
their investment if there is a fundamental shift in their investment judgment about the Company. Finally, registered shares of many issuers
are eligible to be used as margin collateral under the Federal Reserve’s margin regulations. Restricted securities do not qualify
as “margin stock.”

The
Company further notes that registration is not equivalent to a current intent to distribute. If registration did equate with such a distribution
intent, then no private placement transaction could ever occur because the mere fact of subsequent registration would presumably negate
an investor’s prior representation of investment intent, which would in turn destroy any private placement exemption.

Factor
3: The Selling Stockholders’ Relationships to the Company

Except
for the ownership of the Note and the Warrant, and the transactions described below, L1 Capital has not had any material relationship
with the Company within the past three years.

On
April 17, 2023, we entered into an underwriting agreement with Spartan, as representative of the underwriters, on a firm commitment basis,
in connection with our initial public offering of our shares of Common Stock. On April 20, 2023, pursuant to the underwriting agreement,
we paid Spartan underwriting discounts and commissions equal to $450,000 and a non-accountable expense allowance of $60,000. The Company
also issued a warrant to Spartan to purchase up to an aggregate of 100,000 shares of Common Stock. As of October 31, 2023, this warrant
had not been exercised for any of the shares of Common Stock available for exercise thereunder. Spartan also entered into the Placement
Agent Agreement with the Company, pursuant to which the Company paid a cash fee of $139,500 and a nonaccountable expense allowance of
$18,600. The Company also issued the Placement Agent Warrant to Spartan.

Neither
of the Selling Stockholders is currently, or has ever been, a