SecProbe.io

CORRESP
 1
 filename1.htm

 Trio
Petroleum Corp

 23823
Malibu Road, Suite 304

 Malibu,
CA 90265

 September
9, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy and Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Michael Purcell

 Re:
 Trio Petroleum Corp
 Registration Statement on Form S-3
 Initially Filed September 4, 2025
 File No. 333-290041

 Dear
Mr. Purcell:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Trio Petroleum Corp hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-3 so that it will become effective at 4:00 p.m. ET on Thursday, September 11, 2025, or as
soon as thereafter practicable.

 Very
 truly yours,

 /s/
 Robin Ross

 Robin
 Ross, Chief Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

<DOCUMENT>
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<TEXT>
 September 9, 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 September 4, 2025
 File No. 333-290041
Dear Robin Ross:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Scott Miller
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Trio
Petroleum Corp.

 23823
Malibu Road, Suite 304

 Malibu,
CA 90265

 May
20, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy and Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Michael Purcell and Kevin Dougherty

 Re:
 Trio
 Petroleum Corp.

 Registration
Statement on Form S-3

 Initially
Filed April 28, 2025

 File
No. 333-286803

 Dear
Messrs. Purcell and Dougherty:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Trio Petroleum Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-3 so that it will become effective at 4:00 p.m. ET on Thursday, May 22, 2025, or as soon
as thereafter practicable.

 Very
 truly yours,

 /s/
 Robin Ross

 Robin
 Ross, Chief Executive Officer

 cc:
 Ellenoff
 Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Trio
Petroleum Corp.

 23823
Malibu Road, Suite 304

 Malibu,
CA 90265

 VIA
EDGAR

 May
14, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 Washington,
D.C. 20549

 Attn:

 Michael
 Purcell

 Kevin
 Dougherty

 Re:
 Trio
 Petroleum Corp.

 Registration
 Statement on Form S-3

 Filed
 April 28, 2025

 File
 No. 333-286803

 Ladies
and Gentleman:

 Trio
Petroleum Corp. (the " Company ") hereby transmits its response to the comment letter received from the staff (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") on May 12, 2025 relating to the Registration Statement
on Form S-3, filed by the Company with the Commission on April 28, 2025.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold and have followed such comment with the Company's
response. Disclosure changes made in response to the Staff's comment have been made in Amendment No. 1 to Registration Statement
on Form S-3 (the " Registration Statement ") which is being submitted to the Commission contemporaneously with the submission
of this letter.

 Registration
Statement on Form S-3

 The
Offering, page 13

 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.

 Response:
 In response to the Staff's comment, the number of outstanding shares outstanding after the offering has been reduced by the
526,536 shares and 20,000 shares that are currently outstanding. The number of shares of common stock currently outstanding has also
been updated through May 13, 2025, which is the date immediately prior to the filing date of Amendment No. 1 to the Registration Statement,
with the outstanding number of shares being unchanged. These changes have been made in Amendment No. 1 to the Registration Statement.

 *
* *

 We
thank you for your review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact
to our counsel, Scott Miller, Esq. at smiller@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Robin Ross

 Name:
 Robin
 Ross

 Title:
 Chief
 Executive Officer

 cc:

 Scott
 Miller, Esq.

 Ellenoff
 Grossman & Schole LLP

<DOCUMENT>
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<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>

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

Greg Overholtzer
Chief Financial Officer
Trio Petroleum Corp.
5401 Business Park South, Suite 115
Bakersfield, California 93309

 Re: Trio Petroleum Corp.
 Form 10-K for Fiscal Year Ended October 31, 2024
 Filed January 17, 2025
 File No. 001-41643
Dear Greg Overholtzer:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Trio
Petroleum Corp.

 5401
Business Park South , Suite 115

 Bakersfield,
CA 93309

 VIA
EDGAR

 April
14, 2025

 U.S.
Securities & Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Sandra Wall

 Re:

 Trio
 Petroleum Corp.
 Form
 10-K for Fiscal Year Ended October 31, 2024
 Filed
 January 17, 2025
 File
 No. 001-41643

 Dear
Ms. Wall:

 Trio
Petroleum Corp. (the " Company ," " we ," " our " or " us ") hereby
transmits the Company's response to the comment letter received from the staff (the " Staff ") of the U.S. Securities
and Exchange Commission (the " Commission "), on March 12, 2025, regarding the Company's Annual Report on Form
10-K on January 17, 2025.

 For
the Staff's convenience, we have repeated the Staff's comments in bold, and have followed each comment with the Company's
response. References in the responses to page numbers and section headings refer to page numbers and section headings of Form 10-K. Disclosure
changes made in response to the Staff's comments have been made in Amendment No. 3 to our Annual Report on Form 10-K/A (" Amendment
No. 3 "), which is being submitted to the Commission contemporaneously with the submission of this letter.

 Form
10-K for Fiscal Year Ended October 31, 2024

 Business

 Asphalt
Ridge Option Agreement, page 3

 1.
 Please
 revise your disclosure of "billions of barrels of oil-in-place" to clarify the reference is to an estimate for the entire
 Uinta Basin and does not specifically refer to your Asphalt Ridge Development Project. Refer to the guidance prohibiting disclosure
 of certain estimates of oil and gas resources other than reserves in the Instruction to Item 1202 of Regulation S-K.

 Response:
 In response to the Staff's comment, revisions have been made to the disclosure on pages 3 and 36 in Amendment
 No.3 to provide that of the estimated 20 billion barrels of bitumen (oil) in the Utah tar sands, an estimated 10.8 billion barrels
 are located in the entire Uintah Basin, which is comprised principally of Asphalt Ridge, Hill Creek, Sunnyside and P.R. Spring formations.

 You
 also note the estimate is derived from "various independent studies." Please identify the author or source of these studies
 and disclose the date such studies were completed. This comment also applies to the disclosure on page 36.

 Response:
 In response to the Staff's comment, the Department of Energy's Laramie Energy Technology Center (the "LETC")
titled In Situ Recovery of Oil from Utah Tar Sand: A Summary of Tar Sand Research at the Laramie Energy Technology Center, by
L.C. Marchant and J.D. Westhoff is now identified as the applicable source on pages 3 and 36 of Amendment No. 3, which
source continues to be relied upon in the industry.

 South
Salinas Project, page 5

 2.
 To
 the extent there are known expirations or planned relinquishments of material amounts of your undeveloped acreage in the aggregate
 over the near term (3 – 5 years), please expand your disclosure to provide the expiration dates and the gross and net acreage
 amounts. Refer to the disclosure requirements in Item 1208(b) of Regulation S-K.

 Response:
 In response to the Staff's comment, we have added information on known expiration dates and gross and net acreage amounts on
page 6 of Amendment No. 3, as per the disclosure requirements in Item 1208(b) of Regulation S-K.

 Evaluation
of Reserves and Net Revenue, page 8

 3.
 We
 note the discussion of technologies utilized by KLSP in their reserve estimation efforts indicates the estimated reserves were prepared
 using analogs conforming to the Society of Petroleum Engineers' Petroleum Resource Management System ("PRMS") definition.
 Refer to the disclosure requirements in Item 1201(c) of Regulation S-K which specifies the definitions in Rule 4-10(a) of Regulation
 S-X shall apply for purposes of disclosure under Subpart 229.1200 in the preparation of the estimates of the probable and possible
 reserves disclosed in the reserves report and in the filing on Form 10-K. Please revise or modify the discussion as necessary.

 Response:
 In response to the Staff's comment, the discussion on page 9 of Amendment No. 3 has been revised to further explain
the preparation of the estimates of probable and possible reserves in accordance with all applicable rules cited by the Staff.

 Disclosure
of Reserve Volumes and Reserve Values as of the End of April 30, 2024, page 9

 4.
 We
 note the statement "SEC criteria stipulate that reserves cannot be classified as P1 Proved if said reserves are not fully permitted
 for long-term production" appears inconsistent with the definition of reserves of all categories in Rule 4-10(a)(26) of Regulation
 S-K. Please explain to us in reasonable detail your rationale for assigning probable and possible reserves without associated proved
 reserves.

 Response :
In response to the Staff's comment, we note the following:

 While
Probable and Possible reserves usually have associated Proved reserves, it is permissible to assign Probable and Possible reserves without
having a Proved reserves component. SEC regulations and definitions are silent in this respect, but it subsequently addressed this issue
in its CD&I Question 117.02, "Can an issuer assign probable or possible reserves in an area in which it does not, or cannot,
assign proved reserves?", which is answered with, "Yes. However, disclosure of unproved reserves without associated proved
reserves should be done only in exceptional cases, such as for (1) development projects where engineering, geological, marketing, financing
and technical tasks have been completed, but final regulatory approval is lacking. [Oct. 26, 2009]". The KLSP Reserve Report describes
in detail the engineering and geologic evidence for the reserves assigned to the South Salinas Project, the Company
has confirmed ready access to sales points which will facilitate the marketing of hydrocarbon products, and the Company's planned
execution of the development Project with a phased approach consistent with anticipated financing. And it specifically addresses the
economic producibility of certain volumes that would otherwise meet the requirements of Proved reserves in its cover letter: "While
Proved reserves have not been assigned in this report, there is "reasonable certainty" that the P90 forecasts of oil and
gas production may be realized in four (4) of the 19 well locations of Phase 1 and Phase 2. These four locations are at or adjacent to
previously drilled wells that have demonstrated the capability to produce at commercial rates of oil and gas. Furthermore, the P90 forecasts
generate positive cumulative undiscounted cash flow with the costs and prices used in this report. However, since this report is intended
for use by the Company in a filing with the SEC, the definition of Proved reserves is subject to Part 210.4-10 in SEC Regulation S-X,
which requires that project approval has been secured "by all necessary parties and entities, including government entities" .
As a result, Proved reserves have not been assigned in this report. However, acquisition of the requisite CUPs by Monterey County the
approval of the Company's UIC (water disposal) application, and receipt of drilling permits by CalGEM is considered a reasonable
expectation for the following reasons:

 ●
Almost all of the Company's South Salinas leasehold is on the Porter Ranch, an active working property that supports farming operations,
livestock grazing, and the exploitation of oil and gas reserves, as well as the preservation of open space that preserves natural habitat.
There is partly overlapping ownership in Bradley Minerals (the Lessor) and in Porter Ranch (the surface owner) and the interests and
objectives of the two entities are closely aligned.

 ●
The South Salinas operator, Trio Petroleum LLC, has demonstrated an ability to work with state and county officials to develop and produce
oil fields in proximity to South Salinas.

 ●
Infrastructure at the South Salinas Project includes seven existing wells, six expansive well pads, and three idle Aera Energy oil and
gas pipelines. Expansive well pads are important because they can accommodate significant project development without additional disturbance
of the surface. This is expected to help expedite the approval of requisite permits."

 General

 5.
 Please confirm your
 understanding that we will not be in a position to declare your Form S-1 effective until all outstanding comments regarding your
 Form 10-K for the fiscal year ended October 31, 2024 have been resolved. In addition, to the extent that any comments related to
 our review of your Form 10-K apply to disclosure in the S-1, please make corresponding revisions to all affected disclosure.

 Response :
In response to the Staff's comment, we hereby confirm our understanding that the Staff will not be in a position to declare our
Form S-1 effective until all outstanding comments regarding our October 31, 2024 Form 10-K have been resolved and agree that to the extent
any comments related to the Form 10-K are applicable to disclosure in our Form S-1, we will make all corresponding changes.

 We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Scott Miller,
Esq., at smiller@egsllp.com or by telephone at (212) 370-1300.

 Sincerely,

 /s/ Robin Ross

 Robin Ross

 Chief Executive Officer

 cc:
 Scott Miller, Esq.

 Ellenoff Grossman & Schole LLP

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<TEXT>
 March 12, 2025

Greg Overholtzer
Chief Financial Officer
Trio Petroleum Corp.
5401 Business Park South, Suite 115
Bakersfield, California 93309

 Re: Trio Petroleum Corp.
 Form 10-K for Fiscal Year Ended October 31, 2024
 Filed January 17, 2025
 File No. 001-41643
Dear Greg Overholtzer:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended October 31, 2024
Business
Asphalt Ridge Option Agreement, page 3

1. Please revise your disclosure of billions of barrels of oil-in-place
 to clarify the
 reference is to an estimate for the entire Uinta Basin and does not
specifically refer to
 your Asphalt Ridge Development Project. Refer to the guidance
prohibiting disclosure
 of certain estimates of oil and gas resources other than reserves in the
Instruction to
 Item 1202 of Regulation S-K.

 You also note the estimate is derived from various independent
studies. Please
 identify the author or source of these studies and disclose the date
such studies were
 completed. This comment also applies to the disclosure on page 36.
South Salinas Project, page 5

2. To the extent there are known expirations or planned relinquishments of
material
 amounts of your undeveloped acreage in the aggregate over the near term
(3 5
 March 12, 2025
Page 2

 years), please expand your disclosure to provide the expiration dates
and the gross and
 net acreage amounts. Refer to the disclosure requirements in Item
1208(b) of
 Regulation S-K.
Evaluation of Reserves and Net Revenue, page 8

3. We note the discussion of technologies utilized by KLSP in their reserve
estimation
 efforts indicates the estimated reserves were prepared using analogs
conforming to the
 Society of Petroleum Engineers Petroleum Resource Management System (
 PRMS )
 definition. Refer to the disclosure requirements in Item 1201(c) of
Regulation S-K
 which specifies the definitions in Rule 4-10(a) of Regulation S-X shall
apply for
 purposes of disclosure under Subpart 229.1200 in the preparation of the
estimates of
 the probable and possible reserves disclosed in the reserves report and
in the filing on
 Form 10-K. Please revise or modify the discussion as necessary.
Disclosure of Reserve Volumes and Reserve Values as of the End of April 30,
2024, page 9

4. We note the statement SEC criteria stipulate that reserves cannot be
classified as P1
 Proved if said reserves are not fully permitted for long-term production
 appears
 inconsistent with the definition of reserves of all categories in Rule
4-10(a)(26) of
 Regulation S-K. Please explain to us in reasonable detail your rationale
for assigning
 probable and possible reserves without associated proved reserves.
General

5. Please confirm your understanding that we will not be in a position to
declare your
 Form S-1 effective until all outstanding comments regarding your Form
10-K for the
 fiscal year ended October 31, 2024 have been resolved. In addition, to
the extent that
 any comments related to our review of your Form 10-K apply to disclosure
in the
 Form S-1, please make corresponding revisions to all affected
disclosure.
 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.

 Please contact Sandra Wall at 202-551-4727 or John Hodgin at
202-551-3699 if you
have questions regarding the engineering comments. Please contact Brad Skinner,
Office
Chief, at 202-551-3489 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

Trio
Petroleum Corp.

5401
Business Park South, Suite 115

Bakersfield,
CA 93309

September
6, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C.  20549

Attention:
Michael Purcell

    Re:
    Trio
    Petroleum Corp.

Registration
Statement on Form S-3

Initially
Filed August 28, 2024

File
No. 333-281813

Dear
Mr. Purcell:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Trio Petroleum Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-3 so that it will become effective at 4:00 p.m. ET on Tuesday, September 10, 2024, or as
soon as thereafter practicable.

    Very
    truly yours,

    /s/
    Robin Ross

    Robin
    Ross, Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

September 5, 2024
Robin Ross
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park South, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Registration Statement on Form S-3
Filed August 28, 2024
File No. 333-281813
Dear Robin Ross:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Scott Miller

CORRESP
1
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Trio
Petroleum Corp.

4115
Blackhawk Circle, Suite 100

Danville,
CA 94506

February
7, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Liz Packebusch

    Re:
    Trio
    Petroleum Corp.

    Registration
    Statement on Form S-1

    Initially
    Filed January 29, 2024

    File
    No. 333-276751

Dear
Ms. Packebusch:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Trio Petroleum Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-1 so that it will become effective at 4:00 p.m. ET on Friday, February 9, 2024, or as soon
as thereafter practicable.

    Very
    truly yours,

    /s/
    Michael L. Peterson

    Michael
    L. Peterson, Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
February 7, 2024
Michael L. Peterson
Chief Executive Officer
Trio Petroleum Corp.
4115 Blackhawk Plaza Circle, Suite 100
Danville, CA 94506
Re:Trio Petroleum Corp.
Registration Statement on Form S-1
Filed January 29, 2024
File No. 333-276751
Dear Michael L. Peterson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Scott M. Miller

CORRESP
1
filename1.htm

Trio
Petroleum Corp.

5401
Business Park, Suite 115

Bakersfield,
CA 93309

December
13, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Liz Packebusch

    Re:
    Trio
    Petroleum Corp.

    Registration
Statement on Form S-1

    Initially
Filed November 3, 2023

    File
No. 333-275313

Dear
Ms. Packebusch:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Trio Petroleum Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-1 so that it will become effective at 4:00 p.m. ET on Friday, December 15, 2023, or as soon
as thereafter practicable.

    Very
    truly yours,

    /s/
    Michael L. Peterson

    Michael
    L. Peterson, Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
November 30, 2023
Michael L. Peterson
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Registration Statement on Form S-1
Filed November 3, 2023
File No. 333-275313
Dear Michael L. Peterson:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            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-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.
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.

 FirstName LastNameMichael L. Peterson
 Comapany NameTrio Petroleum Corp.
 November 30, 2023 Page 2
 FirstName LastName
Michael L. Peterson
Trio Petroleum Corp.
November 30, 2023
Page 2
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.
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.
            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 Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Scott M. Miller

CORRESP
1
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Trio
Petroleum Corp.

4115
Blackhawk Plaza Circle, Suite 100

Danville,
California 94506

July
3, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy and Transportation

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Liz Packebusch

    Re:
    Trio
    Petroleum Corp.

    Registration
    Statement on Form S-1

    Initially
    Filed June 14, 2023

    File
    No. 333-272638

Dear
Ms. Packebusch:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Trio Petroleum Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement on Form S-1 so that it will become effective at 4:00 p.m. ET on Thursday, July 6, 2023,
or as soon as thereafter practicable.

    Very truly yours,

    /s/
    Frank C. Ingriselli

    Frank C. Ingriselli, Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
June 22, 2023
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Registration Statement on Form S-1
Filed June 14, 2023
File No. 333-272638
Dear Frank Ingriselli:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brandon Sloane

CORRESP
1
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Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

April 12, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Trio
    Petroleum Corp.

    Registration
    Statement on Form S-1

    CIK
    No. 0001898766

    SEC
    Registration No. 333-267380

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the
underwriters of the proposed offering, hereby joins the request of Trio Petroleum Corp. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:30 p.m. Eastern Time on Monday, April 17, 2023, or as soon as practicable
thereafter.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:

    /s/
    Kim Monchik

    Name:

    Kim Monchik

    Title:
    Chief Administrative Officer

CORRESP
1
filename1.htm

Trio Petroleum Corp.

4115 Blackhawk Plaza Circle, Suite 100

Danville, CA 94506

April 12, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Trio Petroleum Corp. (CIK 0001898766)

    Registration Statement No. 333-267380 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Trio Petroleum Corp. (the “Registrant”)
hereby requests acceleration of the effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), so that it may become effective on April 17, 2023 at 4:30 p.m., Eastern
Time, or as soon thereafter as is practicable.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel, McDermott Will & Emery LLP,
by calling Richard Bass at (212) 547-5476. The Company hereby authorizes Mr. Bass to orally modify or withdraw this request for acceleration.

    Very truly yours,

    Trio Petroleum Corp.

    By:
    /s/ Frank C. Ingriselli

    Frank C. Ingriselli

    Chief Executive Officer

CORRESP
1
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Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

March
14, 2023

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Trio
    Petroleum Corp.

    Registration
    Statement on Form S-1

    CIK
    No. 0001898766

    SEC
    Registration No. 333-267380

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on March 9, 2023, in which we, as representative of the underwriters of the proposed
offering, requested the acceleration of the effective date of the above-captioned Registration Statement for March 14, 2023 at 4:30 p.m.
Eastern Time, in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the
Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and
we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:

    /s/
    Jason Diamond

    Name:

    Jason
    Diamond

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Trio
Petroleum Corp.

4115
Blackhawk Plaza Circle, Suite 100

Danville,
CA 94506

March
14, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Trio
    Petroleum Corp. (CIK 0001898766)

    Registration
    Statement No. 333-267380 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Trio
Petroleum Corp. (the “Registrant”) hereby withdraws its request submitted on March 9, 2023 for acceleration of the
effectiveness of the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), for March 14, 2023 at 4:30 p.m., Eastern Time.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
McDermott Will & Emery LLP, by calling Richard Bass at (212) 547-5476. The Company hereby authorizes Mr. Bass to orally modify or
withdraw this request for acceleration.

    Very
    truly yours,

    Trio
    Petroleum Corp.

    By:
    /s/
    Frank C. Ingriselli

    Frank
    C. Ingriselli

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Trio
Petroleum Corp.

4115
Blackhawk Plaza Circle, Suite 100

Danville,
CA 94506

March
9, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Trio Petroleum Corp. (CIK 0001898766)

    Registration Statement No. 333-267380 on Form S-1
    (the “Registration Statement”)

Ladies
and Gentlemen:

Trio
Petroleum Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration
Statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may
become effective on March 14, 2023 at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to our counsel,
McDermott Will & Emery LLP, by calling Richard Bass at (212) 547-5476. The Company hereby authorizes Mr. Bass to orally modify or
withdraw this request for acceleration.

    Very
    truly yours,

    Trio
    Petroleum Corp.

    By:
    /s/
    Frank C. Ingriselli

    Frank
                                            C. Ingriselli

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

March
9, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Trio
    Petroleum Corp.

    Registration
    Statement on Form S-1

    CIK
    No. 0001898766

    SEC
    Registration No. 333-267380

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the
underwriters of the proposed offering, hereby joins the request of Trio Petroleum Corp. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:30 p.m. Eastern Time on Tuesday, March 14, 2023, or as soon as practicable
thereafter.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:

    /s/
    Jason Diamond

    Name:

    Jason
    Diamond

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

February
6, 2023

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
    Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

    Re:
    Trio
    Petroleum Corp.

    Amendment
    No. 5 to Registration Statement on Form S-1

    Filed
    January 20, 2023

    File
    No. 333-267380

Dear
Ms. Packebusch:

This
letter responds to the correspondence from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated February 1, 2023 (the “Comment Letter”) providing comments on the above-referenced
Amendment No. 5 to Registration Statement on Form S-1, publicly filed on January 20, 2023 (the “S-1”) by Trio
Petroleum Corp., a Delaware corporation (the “Company”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 6 to its Registration Statement on Form S-1 (“Amendment No.
6”). The remainder of this letter responds to the Staff’s comments on the S-1, which are set forth below along with
our responses on behalf of the Company. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s response to each comment as well
as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment No. 6, submitted on
the date hereof, where the revised language addressing a particular comment appears.

Amendment
No. 5 to Registration Statement on Form S-1 filed January 20, 2023

Capitalization,
page 30

    1.
    We
    note you provided revised footnote (5) in response to prior comment 6. Please tell us how you derived $3,707,565 of additional paid-in
    capital from the conversion of the January 2022 Note and $429,846 of additional paid-in capital from the issuance of commitment shares.

Response:
In response to the Staff’s comment about how the Company derived the $3,707,565 of additional paid-in capital from the conversion
of the January 2022 Note, the Company hereby advises it derived this amount as follows:  the balance of the Note on the balance
sheet as of 10/31/22 was $4,137,720; upon conversion of the Note, the Company will issue 2,772,429 conversion shares and 321,429
commitment shares, for a total number of shares issued of 3,093,858. The percentage of conversion shares issued to total shares issued
upon conversion is approximately 89.61%; the Company then took the total amount of the Note of $4,137,720, subtracted the amount of $309
(which will be recorded in the common stock account for the issuance of both the $0.0001 par conversion shares and the $0.0001 par commitment
shares), and then multiplied the remaining balance of $4,137,411 by the approximate conversion shares allocation percentage of 89.61%
and arrived at $3,707,565. This is the amount allocated to additional paid-in capital related to the conversion shares.

In
response to your Staff’s comment about how the Company derived the $429,846 of additional paid-in capital from the issuance of
commitment shares, the Company hereby advises the Staff that amount was derived as follows: the balance of the Note on the balance sheet
as of 10/31/22 was $4,137,720; upon conversion of the Note, the Company will issue 2,772,429 conversion shares and 321,429 commitment
shares, for a total number of shares issued of 3,093,858. The percentage of commitment shares issued to total shares issued upon
conversion is approximately 10.39%; the Company then took the total amount of the Note of $4,137,720, subtracted the amount of $309 (which
will be recorded in the common stock account for the issuance of both the $0.0001 par conversion shares and the $0.0001 par commitment
shares), and then multiplied the remaining balance of $4,137,411 by the approximate commitment shares allocation percentage of 10.39%
and arrived at $429,846. This is the amount allocated to additional paid-in capital related to the commitment shares.

Dilution,
page 31

    2.
    We
    note you added footnotes (1) and (2) in response to prior comment 7. For purposes of calculating historical net tangible book value
    as of October 31, 2022 at footnote (1), please tell us why you believe it is appropriate to include the impacts from the conversion
    upon IPO of the January 2022 Notes, the issuance of shares to investors in December 2022 and the payment related to the OID Notes.
    In addition, considering your historical net tangible book value of $5,442,682 disclosed at footnote (1) excludes the amount of deferred
    offering cost of $1,643,881, please tell us why you have added back this amount for purposes of calculating your adjusted net tangible
    book value at footnote (2).

Response:
In response to the Staff’s comment regarding the appropriateness of including the impacts from i) the conversion upon IPO of
the January 2022 Notes, ii) the issuance of shares to investors in December 2022 and iii) the payment related to the OID Notes in its
calculation of historical net tangible book value, the Company has revised its disclosure on page 31 of Amendment No. 6 to remove their
impacts from its calculation of historical net tangible book value.

In
response to the Staff’s comment regarding the Company adding back deferred offering costs of $1,643,881 to the adjusted net tangible
book value, the Company has revised its disclosure on page 31 of Amendment No. 6 to remove their impacts from its calculation of historical
net tangible book value.

Fourth
Amendment to Purchase and Sale Agreement, page 35

    3.
    We
    note your response to prior comment 8, including added disclosure that Trio LLC retains the right to sell their interest in any of
    the three Optioned Assets, and in the event they do so, the Option Fee will be credited against the purchase price of the remaining
    Option Assets. However, we further note a remaining reference on page 35 and at page F-20 to this option as “exclusive.”
    Please revise or advise.

Response:
In response to the Staff’s comment, the Company has clarified its disclosure on page 35 and at page F-20 of Amendment No 6 to remove
references to the phrase “exclusive” with regard to the Option Assets.

Critical
Accounting Policies and Estimates

Net
Loss Per Share, page 41

    4.
    We
    note your tabular disclosure of total potentially dilutive securities here and in your financial statement footnotes at page F-13
    is not arithmetically accurate and appears to be off by 1 million shares. Please revise your disclosures accordingly.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 41 and F-13 of Amendment No. 6 to correct
its tabular disclosure on the total of potentially dilutive securities.

Management,
page 52

    5.
    We
    note your response to prior comment 11 indicating that the employment agreements with Stan Eschner, Terry Eschner and Steve Rowlee
    are still being finalized and cannot yet be described or filed as exhibits to the registration statement. Please describe and file
    such agreements in a pre-effective amendment, or tell us why you do not believe that such information is required. In that regard,
    we note your disclosure that each such agreement will have an effectiveness date of the Company’s initial public offering.

Response:
In response to Staff’s comment, the Company has added disclosure on page 59 of Amendment No 6 to summarize the employment agreements
with Stanford Eschner, Terence Eschner, and Steve Rowley and filed as exhibits to Amendment No. 6 the form employment agreements.

    Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure, page 82

    6.
    We
    note you expanded your disclosure in response to prior comment 14 to include the nine-month period ended July 31, 2022 related to
    your change in auditors. However your revised disclosure does not include the period between August 1, 2022 and the dates of the
    dismissal of prior accountant and the engagement of new accountant. We re-issue the comment. Please revise to include the following
    disclosures pursuant to Item 304 of Regulation S-K.

● State whether
there were any disagreements with Marcum as defined in Item 304(a)(1)(iv) of Regulation S-K and any reportable events that occurred as
defined in Item 304(a)(1)(v) of Regulation S-K during the interim period subsequent to October 31, 2021 and prior to their dismissal.
In addition, provide an updated copy of Marcum’s letter filed as Exhibit 16.1 to the next amendment to the S-1;

● State whether you have consulted with BF Borgers CPA PC regarding
                                         any of the matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K during
                                         the interim period subsequent to October 31, 2021 and prior to engaging BF Borgers CPA PC.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 82 of Amendment No. 6 to clarify that there
were no disagreements with Marcum as defined in Item 304(a)(1)(iv) of Regulation S-K and not any reportable events that occurred
as defined in Item 304(a)(1)(v) through the date the Company dismissed Marcum as its auditor. In addition, the Company has revised
its disclosure to state that it did not consult with BF Borgers CPA PC regarding any of the matters described in Item 304(a)(2)(i) or
304(a)(2)(ii) of Regulation S-K through the date that the Company dismissed Marcum as its auditor. In addition, the Company has re-filed
an updated letter from Marcum as an exhibit to Amendment No. 6.

Please
contact me at +1 212 547 5476 if you have any questions or require any additional information in connection with this letter or the Company’s
submission of its draft Registration Statement on Form S-1.

    Sincerely,

    /s/
    Rich Bass

    cc:
    Frank C. Ingriselli, Chief Executive Officer

United States securities and exchange commission logo
February 1, 2023
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed January 20, 2023
File No. 333-267380
Dear Frank Ingriselli:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 17, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed January 20, 2023
Capitalization, page 30
1.We note you provided revised footnote (5) in response to prior comment 6.  Please tell us
how you derived $3,707,565 of additional paid-in capital from the conversion of the
January 2022 Note and $429,846 of additional paid-in capital from the issuance of
commitment shares.
Dilution, page 31
2.We note you added footnotes (1) and (2) in response to prior comment 7.  For purposes of
calculating historical net tangible book value as of October 31, 2022 at footnote (1),
please tell us why you believe it is appropriate to include the impacts from the conversion

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 February 1, 2023 Page 2
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
February 1, 2023
Page 2
upon IPO of the January 2022 Notes, the issuance of shares to investors in December
2022 and the payment related to the OID Notes.  In addition, considering your historical
net tangible book value of $5,442,682 disclosed at footnote (1) excludes the amount of
deferred offering cost of $1,643,881, please tell us why you have added back this amount
for purposes of calculating your adjusted net tangible book value at footnote (2).
Fourth Amendment to Purchase and Sale Agreement, page 35
3.We note your response to prior comment 8, including added disclosure that Trio LLC
retains the right to sell their interest in any of the three Optioned Assets, and in the event
they do so, the Option Fee will be credited against the purchase price of the remaining
Option Assets. However, we further note a remaining reference on page 35 and at page F-
20 to this option as "exclusive." Please revise or advise.
Critical Accounting Policies and Estimates
Net Loss Per Share, page 41
4.We note your tabular disclosure of total potentially dilutive securities here and in your
financial statement footnotes at page F-13 is not arithmetically accurate and appears to be
off by 1 million shares.  Please revise your disclosures accordingly.
Management, page 52
5.We note your response to prior comment 11 indicating that the employment agreements
with Stan Eschner, Terry Eschner and Steve Rowlee are still being finalized and cannot
yet be described or filed as exhibits to the registration statement. Please describe and file
such agreements in a pre-effective amendment, or tell us why you do not believe that such
information is required. In that regard, we note your disclosure that each such agreement
will have an effectiveness date of the Company's initial public offering.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
82
6.We note you expanded your disclosure in response to prior comment 14 to include the
nine-month period ended July 31, 2022 related to your change in auditors. However your
revised disclosure does not include the period between August 1, 2022 and the dates of the
dismissal of prior accountant and the engagement of new accountant.  We re-issue the
comment.  Please revise to include the following disclosures pursuant to Item 304 of
Regulation S-K:

•State whether there were any disagreements with Marcum as defined in Item
304(a)(1)(iv) of Regulation S-K and any reportable events that occurred as defined in
Item 304(a)(1)(v) of Regulation S-K during the interim period subsequent to October
31, 2021 and prior to their dismissal.  In addition, provide an updated copy of
Marcum’s letter filed as Exhibit 16.1 to the next amendment to the S-1;

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 February 1, 2023 Page 3
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
February 1, 2023
Page 3
•State whether you have consulted with BF Borgers CPA PC regarding any of the
matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K during the
interim period subsequent to October 31, 2021 and prior to engaging BF Borgers
CPA PC.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Cohen

CORRESP
1
filename1.htm

January
20, 2023

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
    Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

    Re:
    Trio
    Petroleum Corp.

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    January 6, 2023

    File
    No. 333-267380

Dear
Ms. Packebusch:

This
letter responds to the correspondence from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated January 17, 2023 (the “Comment Letter”) providing comments on the above-referenced
Amendment No. 4 to Registration Statement on Form S-1, publicly filed on January 6, 2023 (the “S-1”) by Trio
Petroleum Corp., a Delaware corporation (the “Company”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 5 to its Registration Statement on Form S-1 (“Amendment No.
5”). The remainder of this letter responds to the Staff’s comments on the S-1, which are set forth below along with
our responses on behalf of the Company. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s response to each comment as well
as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment No. 5, submitted on
the date hereof, where the revised language addressing a particular comment appears.

Amendment
No. 4 to Registration Statement on Form S-1

The
Offering, page 10

    1.
    Please
    revise to disclose in this section the number of (i) shares to be issued upon conversion of the January 2022 Notes, (ii) shares issuable
    upon exercise of the GenCap Warrants, (iii) shares issuable upon exercise of the Pre-Funded Warrants, and (iv) shares issuable upon
    exercise of the December 2022 Warrants.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page [10] of Amendment No. 5 to disclose the number
of shares to be issued upon conversion of the January 2022 Notes, and the number of shares issuable upon exercise of the GenCap Warrants,
the Pre-Funded Warrants and the December 2022 Warrants.

Risk
Factors, page 12

    2.
    We
    note that certain officers and directors of the registrant also serve as officers or directors of Trio Petroleum LLC. Please add
    risk factor disclosure regarding any related risks that are material, such as potential conflicts of interest. For example, we note
    that the registrant’s option to acquire assets owned in part by Trio Petroleum LLC pursuant to the Fourth Amendment to Purchase
    and Sale Agreement permits the registrant to purchase such assets at a purchase price as may be mutually agreed by the registrant
    and Trio Petroleum LLC.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 15 of Amendment No. 5 to disclose a risk factor
describing the risk of a potential conflict of interest with respect to the Company’s acquisition of optioned assets owned by Trio
LLC under the Fourth Amendment to the Purchase and Sale Agreement, and also the risks generally associated with transacting business
with a related party.

The
amended and restated certificate of incorporation and the amended and restated bylaws provide..., page 23

    3.
    We
    note your disclosure that your amended and restated certificate of incorporation and amended and restated bylaws identify the Court
    of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.”
    However, we could not locate such a provision in your amended and restated bylaws. Please revise or advise.

    In
    addition, we note that your amended and restated certificate of incorporation provides that the federal district courts of the United
    States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint
    asserting a cause of action arising under the Securities Act of 1933. Please revise your risk factor, and your related disclosure
    on page 67, to also address this provision.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 23 of Amendment No. 5 to clarify that the exclusive
forum provision is found only in the amended and restated certificate of incorporation. In addition, the Company has revised its disclosure
on pages 23 and 67 of Amendment No. 5 to disclose that United States federal district courts shall be the sole and exclusive forum for
causes of action arising under the Securities Act of 1933.

Capitalization,
page 30

    4.
    Please
    expand your disclosure to include a footnote that explains how you derived the $2,981,545 of cash as adjusted.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 30 of Amendment No. 5 to include a footnote
that explains how it derived the $2,981,545 of cash as adjusted.

    5.
    Footnote
    (3) to your capitalization table indicates that the amount of common stock as adjusted includes 2,772,429 shares issued upon conversion
    of the January 2022 Notes, as well as 321,429 commitment shares issued resulting from the conversion. Please explain how this disclosure
    and the amounts presented in the “As Adjusted” column is consistent with footnote (1), which states that the number of
    shares of common stock on an as adjusted basis excludes these issuances. Please also revise footnote (3) to disclose the assumed
    conversion price, clearly demonstrating how you derived the amount of common stock as adjusted and how you derived the shares to
    be issued upon conversion.

Response:
In response to the Staff’s comment, the Company has revised Footnote (1) on page 30 of Amendment No. 5 to remove references stating
that the that the amount of common stock as adjusted excludes 2,772,429 shares issued upon conversion of the January 2022 Notes, as well
as 321,429 commitment shares issued resulting from the conversion. In addition the Company has revised Footnote (4) on page 30 of Amendment
No. 5 to disclose the assumed conversion price, clearly demonstrating how the Company derived the amount of common stock as adjusted
and how the Company derived the shares to be issued upon conversion.

    6.
    Please
    revise to clearly disclose how the amounts of additional paid-in capital, as adjusted and accumulated deficit, as adjusted were derived.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 30 of Amendment No. 5 to include Footnotes (5)
and (6) which clearly disclose how the amounts of additional paid-in capital, as adjusted and accumulated deficit, as adjusted were derived.

Dilution,
page 31

    7.
    Please
    disclose how you derived your net tangible book value of $5,042,681 as of October 31, 2022 and your net tangible book value of $10,034,459
    as of October 31, 2022 after giving effect to the assumed initial public offering. In addition, please disclose the amount of the
    estimated underwriting discounts and commissions and estimated offering expenses payable by you for the purpose of calculating dilution.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 31 of Amendment No. 5 to include Footnote (1)
to the dilution table which discloses how the Company derived its net tangible book value of $5,042,681 as of October 31, 2022 and the
amount of estimated underwriting discounts and commissions and estimated offering expenses payable by the Company for the purpose of
calculating dilution. In addition, the Company has revised its disclosure on page 31 of Amendment No. 5 to include Footnote (2) to the
dilution table which discloses how the Company derived its net tangible book value of $10,034,459 as of October 31, 2022 after giving
effect to the assumed initial public offering and the amount of estimated underwriting discounts and commissions and estimated offering
expenses payable by the Company for the purpose of calculating dilution.

Fourth
Amendment to Purchase and Sale Agreement, page 35

    8.
    Please
    revise to clarify the terms of the option granted under the Fourth Amendment to Purchase and Sale Agreement. For example, we note
    your disclosure that this is an “exclusive” option, but also note that the agreement filed as Exhibit 10.9 appears to
    contemplate that Trio Petroleum LLC may sell its interests in the optioned assets to other parties during the option period.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 35 of Amendment No. 5 to clarify the nature
of the Company’s option to purchase the optioned assets, specifically that Trio LLC retains the right to sell any of the optioned
assets and that in the event they do so, the option fee will be credited against the purchase price for the remaining assets.

Description
of Oil and Gas Property and Current Operations, page 45

    9.
    Please
    correct the discrepancy in your net acreage disclosures on page 45 of 7,800 acres and 7,095 acres (i.e. 8,600 acres x 0.825 = 7,095
    net acres) to reflect your current 85.75% WI (i.e. 8,600 acres x 0.8575 = 7,375 net acres). Include the date upon which you held
    this working interest, e.g. December 22, 2022 as noted on page 62. Also, correct the calculation of net productive wells shown as
    (i.e., 85.75% WI times 2 gross wells = 1.65 net productive wells) to reflect your current 85.75% WI (i.e., 85.75% WI times 2 gross
    wells = 1.715 net productive wells). Refer to Item 1208 of Regulation SK.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 45 of Amendment No. 5 to correct the discrepancy
in net acreage disclosure, and to correct the calculation of net productive wells.

Evaluation
of Reserves and Net Revenue, page 46

    10.
    Tell
    us what consideration you have given to updating the estimates of net reserves and cash flows to your current fiscal year-end of
    October 31, 2022.

Response:
The Company hereby acknowledges the Staff’s comment. The Company hereby advises the Staff that it has consulted with KLSP, its
independent third-party consulting firm that prepared analyses of the South Salinas Area, and concluded that it is unnecessary at this
time to update the provided estimates of net reserves and/or cash flows, which are dated October 31, 2021, to the fiscal year-end of
October 31, 2022, primarily because there are no new technical and/or new well data that need to be integrated into the aforementioned
estimates. Oil and gas prices have increased notably since October 2021 and, whilst material and operating costs have also risen, the
Company believes that these factors will positively impact (i.e., favorably impact the Company’s estimated reserves and cash flows)
and/or not significantly impact the aforementioned estimates. The Company has added corresponding disclosure describing the above on
page 47 of Amendment No. 5.

Management,
page 53

    11.
    Please
    disclose the material terms of all agreements with your named executive officers and directors, and file such agreements as exhibits
    to your registration statement. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K. In that regard, we note that the Fourth Amendment
    to the Purchase and Sale Agreement contemplates the effectiveness of employment agreements to be effective as of the company’s
    initial public offering.

Response:
The Company hereby acknowledges the Staff’s comment. The Company hereby advises the Staff that the employment agreements with Stan
Eschner, Terry Eschner and Steve Rowlee are still being finalized and cannot yet be described or filed as exhibits to the S-1. The Company
has revised its disclosure on page 52 of Amendment No. 5 to clarify that these agreements are still in the process of being finalized
and that they will have an effectiveness date of the Company’s IPO.

Certain
Relationships and Related Party Transactions, page 62

    12.
    Please
    provide the disclosure required by Item 404 of Regulation S-K with respect to the Fourth Amendment to the Purchase and Sale Agreement.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 62 of Amendment No. 3 to expand on its discussion
of the Fourth Amendment to the Purchase and Sale Agreement.

Principal
Stockholders, page 63

    13.
    Please
    ensure that you provide the disclosure required by Item 403 of Regulation SK regarding beneficial ownership of your common stock
    as determined in accordance with Exchange Act Rule 13d-3. In that regard, we note that the January 2022 Notes will convert, and the
    Commitment Shares will be issued, at the time of the IPO, and the GenCap Warrants, Pre-Funded Warrants, and December 2022 Warrants
    will also become exercisable.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 62 of Amendment No. 5 to include in its beneficial ownership percentages
Common Stock after the Offering (i) the Common Stock issuable upon conversion of the January 2022 Notes, (ii) the Common Stock
issuable upon exercise of the GenCap Warrants, (iii) the Common Stock issuable upon exercise of the Pre-Funded Warrants, (iv)
the Common Stock issuable upon exercise of the December 2022 Warrants and (v) the issuance of the Commitment Shares.

Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure, page 82

    14.
    Please
    revise to include the following disclosures pursuant to Item 304 of Regulation S-K:

    ●
    State
    whether there were any disagreements with Marcum as defined in Item 304(a)(1)(iv) of Regulation S-K and any reportable events occurred
    as defined in Item 304 (a)(1)(v) of Regulation S-K during the interim period subsequent to October 31, 2021 and prior to the dismissal.
    In addition, provide an updated copy of Marcum’s letter filed as Exhibit 16.1 to the next amendment to the S-1.

    ●
    State
    whether you have consulted with BF Borgers CPA PC regarding any of the matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) of
    Regulation S-K during the interim period subsequent to October 31, 2021 and prior to engaging BF Borgers CPA PC.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 82 of Amendment No. 5 to clarify that there
were no disagreements with Marcum as defined in Item 304(a)(1)(iv) of Regulation S-K and any reportable events occurred as defined in
Item 304 (a)(1)(v) of Regulation S-K during nine months ended July 31, 2022, and has also re-filed an updated copy of Marcum’s
letter as Exhibit 16.1. In addition, the Company has revised its disclosure on page 82 of Amendment No. 5 to clarify that it has not
consulted with BF Borgers CPA PC regarding any of the matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K during
the nine months ended July 31, 2022 and prior to engaging BF Borgers CPA PC.

Use
of Proceeds, page 129

    15.
    We
    note your disclosure that the company will make the final payment of $1,032,512 due under the related party note payable with Trio
    LLC at the earlier of i) the initial public offering or ii) March 1, 2023. We also note your disclosure that the Company agreed,
    retroactively commencing on May 1, 2022, to accrue a monthly consulting fee of $35,000, due and payable by the Company to Trio LLC
    no later than two weeks following the closing date of the Company’s initial public offering. If you intend to use the proceeds
    of this offering for such purposes, please include such informatio

United States securities and exchange commission logo
January 17, 2023
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed January 6, 2022
File No. 333-267380
Dear Frank Ingriselli:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1 Filed January 6, 2023
The Offering, page 10
1.Please revise to disclose in this section the number of (i) shares to be issued upon
conversion of the January 2022 Notes, (ii) shares issuable upon exercise of the
GenCap Warrants, (iii) shares issuable upon exercise of the Pre-Funded Warrants, and (iv)
shares issuable upon exercise of the December 2022 Warrants.
Risk Factors, page 12
2.We note that certain officers and directors of the registrant also serve as officers or
directors of Trio Petroleum LLC.  Please add risk factor disclosure regarding any related
risks that are material, such as potential conflicts of interest.  For example, we note that
the registrant’s option to acquire assets owned in part by Trio Petroleum LLC pursuant to

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 January 17, 2023 Page 2
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
January 17, 2023
Page 2
the Fourth Amendment to Purchase and Sale Agreement permits the registrant to purchase
such assets at a purchase price as may be mutually agreed by the registrant and Trio
Petroleum LLC.
The amended and restated certificate of incorporation and the amended and restated bylaws
provide..., page 23
3.We note your disclosure that your amended and restated certificate of incorporation and
amended and restated bylaws identify the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action." However, we
could not locate such a provision in your amended and restated bylaws. Please revise or
advise.

In addition, we note that your amended and restated certificate of incorporation provides
that the federal district courts of the United States of America shall, to the fullest extent
permitted by law, be the sole and exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act of 1933. Please revise your risk
factor, and your related disclosure on page 67, to also address this provision.
Capitalization, page 30
4.Please expand your disclosure to include a footnote that explains how you derived the
$2,981,545 of cash as adjusted.
5.Footnote (3) to your capitalization table indicates that the amount of common stock as
adjusted includes 2,772,429 shares issued upon conversion of the January 2022 Notes, as
well as 321,429 commitment shares issued resulting from the conversion.  Please explain
how this disclosure and the amounts presented in the "As Adjusted" column is consistent
with footnote (1), which states that the number of shares of common stock on an as
adjusted basis excludes these issuances.  Please also revise footnote (3) to disclose the
assumed conversion price, clearly demonstrating how you derived the amount of common
stock as adjusted and how you derived the shares to be issued upon conversion.
6.Please revise to clearly disclose how the amounts of additional paid-in capital, as adjusted
and accumulated deficit, as adjusted were derived.
Dilution, page 31
7.Please disclose how you derived your net tangible book value of $5,042,681 as of October
31, 2022 and your net tangible book value of $10,034,459 as of October 31, 2022 after
giving effect to the assumed initial public offering.  In addition, please disclose the
amount of the estimated underwriting discounts and commissions and estimated offering
expenses payable by you for the purpose of calculating dilution.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 January 17, 2023 Page 3
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
January 17, 2023
Page 3
Fourth Amendment to Purchase and Sale Agreement, page 35
8.Please revise to clarify the terms of the option granted under the Fourth Amendment to
Purchase and Sale Agreement.  For example, we note your disclosure that this is an
“exclusive” option, but also note that the agreement filed as Exhibit 10.9 appears to
contemplate that Trio Petroleum LLC may sell its interests in the optioned assets to other
parties during the option period.
Description of Oil and Gas Property and Current Operations, page 45
9.Please correct the discrepancy in your net acreage disclosures on page 45 of 7,800 acres
and 7,095 acres (i.e. 8,600 acres x 0.825 = 7,095 net acres) to reflect your current 85.75%
WI (i.e. 8,600 acres x 0.8575 = 7,375 net acres). Include the date upon which you held this
working interest, e.g. December 22, 2022 as noted on page 62.

Also, correct the calculation of net productive wells shown as (i.e., 85.75% WI times 2
gross wells = 1.65 net productive wells) to reflect your current 85.75% WI (i.e., 85.75%
WI times 2 gross wells = 1.715 net productive wells). Refer to Item 1208 of Regulation S-
K.
Evaluation of Reserves and Net Revenue,, page 46
10.Tell us what consideration you have given to updating the estimates of net reserves and
cash flows to your current fiscal year-end of October 31, 2022.
Management, page 53
11.Please disclose the material terms of all agreements with your named executive officers
and directors, and file such agreements as exhibits to your registration statement.  Refer to
Item 601(b)(10)(iii)(A) of Regulation S-K.  In that regard, we note that the Fourth
Amendment to the Purchase and Sale Agreement contemplates the effectiveness of
employment agreements to be effective as of the company’s initial public offering.
Certain Relationships and Related Party Transactions, page 62
12.Please provide the disclosure required by Item 404 of Regulation S-K with respect to the
Fourth Amendment to the Purchase and Sale Agreement.
Principal Stockholders, page 63
13.Please ensure that you provide the disclosure required by Item 403 of Regulation S-
K regarding beneficial ownership of your common stock as determined in accordance
with Exchange Act Rule 13d-3. In that regard, we note that the January 2022 Notes will
convert, and the Commitment Shares will be issued, at the time of the IPO, and the
GenCap Warrants, Pre-Funded Warrants, and December 2022 Warrants will also become
exercisable.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 January 17, 2023 Page 4
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
January 17, 2023
Page 4
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page
82
14.Please revise to include the following disclosures pursuant to Item 304 of Regulation S-K:

•State whether there were any disagreements with Marcum as defined in Item
304(a)(1)(iv) of Regulation S-K and any reportable events occurred as defined in
Item 304 (a)(1)(v) of Regulation S-K during the interim period subsequent to October
31, 2021 and prior to the dismissal.  In addition, provide an updated copy of
Marcum’s letter filed as Exhibit 16.1 to the next amendment to the S-1.

•State whether you have consulted with BF Borgers CPA PC regarding any of the
matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K during the
interim period subsequent to October 31, 2021 and prior to engaging BF Borgers
CPA PC.
Use of Proceeds, page 129
15.We note your disclosure that the company will make the final payment of $1,032,512 due
under the related party note payable with Trio LLC at the earlier of i) the initial public
offering or ii) March 1, 2023.  We also note your disclosure that the Company agreed,
retroactively commencing on May 1, 2022, to accrue a monthly consulting fee of $35,000,
due and payable by the Company to Trio LLC no later than two weeks following the
closing date of the Company’s initial public offering.  If you intend to use the proceeds of
this offering for such purposes, please include such information in your Use of Proceeds
section.  Refer to Item 504 of Regulation S-K.
Exhibits
16.We note your disclosure that, in December 2022, you consummated a round of financing
with a group of two investors, pursuant to which you issued 400,000 shares of your
Common Stock, and 400,000 December 2022 Warrants to purchase your Common Stock.
We further note that you have filed, at Exhibit 10.28, the related December 2022
Subscription Agreement with one of those investors, and at Exhibit 10.29, the December
2022 Warrant. Please file executed versions of these exhibits, as well as an executed
version of any related subscription agreement with your second investor.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 January 17, 2023 Page 5
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
January 17, 2023
Page 5
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Cohen

CORRESP
1
filename1.htm

December
8, 2022

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
        Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

    Re:
    Trio
        Petroleum Corp.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    November 18, 2022

    File
    No. 333-267380

Dear
Ms. Packebusch:

This
letter responds to the correspondence from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated December 6, 2022 (the “Comment Letter”) providing comments on the above-referenced
Amendment No. 1 to Registration Statement on Form S-1, publicly filed on November 18, 2022 (the “S-1”) by Trio
Petroleum Corp., a Delaware corporation (the “Company”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 3 to its Registration Statement on Form S-1 (“Amendment No.
3”). The remainder of this letter responds to the Staff’s comments on the S-1, which are set forth below along with
our responses on behalf of the Company. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s response to each comment as well
as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment No. 3, submitted on
the date hereof, where the revised language addressing a particular comment appears.

Amendment
No. 2 to Registration Statement on Form S-1

Business

Evaluation
of Reserves and Net Revenue, page 46

    1.
    Please
    expand the statement in paragraph two on page 46 to additionally specify that the reserves in the “Reserve Report” filed
    as Exhibit 99.1 and the “Reserve Supplement Report” filed as Exhibit 99.2 and their determination are consistent with
    the definitions found in Rule 4-10 of SEC Regulation S-X (17 CFR part 210), and Subpart 1200 of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 46 of Amendment No. 3 to clarify that the reserves
in the “Reserve Report” filed as Exhibit 99.1 and the “Reserve Supplement Report” filed as Exhibit 99.2 and their
determination are consistent with the definitions found in Rule 4-10 of SEC Regulation S-X (17 CFR part 210), and Subpart 1200 of Regulation
S-K.

Executive
and Director Compensation, page 58

    2.
    We
    note your response to prior comment 13. Please provide the information required by Item 402 of Regulation S-K with respect to all
    named executive officers described in Item 402(m)(2). For example, it appears that Ron Bauer served as your chief executive officer
    during your fiscal year ended October 31, 2022. In this regard, we note Mr. Bauer signed the January 2022 Securities Purchase Agreement
    on behalf of Trip Petroleum Corp. in his capacity as Chief Executive Officer.

Response:
In response to the Staff’s comment, the Company has revised its summary compensation table on page 58 of Amendment No. 3 to provide
the information required by Item 402 for Regulation S-K with respect to all named executive officers.

    3.
    We
    note your disclosure in your summary compensation table regarding a stock award during the fiscal year ended October 31, 2022. Please
    provide the disclosure required by Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 58 of Amendment No. 3 to provide the disclosure
required by Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.

    4.
    We
    note the equity incentive awards disclosed in your table on page 58 regarding outstanding equity awards at year-end. Please disclose
    the vesting dates of such awards in a footnote to your table. Refer to Instruction 2 to Item 402(p)(2) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 58 of Amendment No. 3 to provide the vesting
dates of the equity incentive awards disclosed.

Exhibits

    5.
    Please
    expand the discussion on page one of Exhibit 99.2 to additionally specify that the reserves relating the Full Development Reserve
    Report and their determination are consistent with the definitions found in Rule 4-10 of SEC Regulation S-X (17 CFR part 210), and
    Subpart 1200 of Regulation S-X.

Response:
In response to the Staff’s comment, the Company has re-filed Exhibit 99.2 with the requested language included in page one of the
report.

General

    6.
    We
    note your responses to prior comments 5 and 8. Please tell us whether you intend to disclose or illustrate in your prospectus the
    number of shares of common stock in each of the following categories: (i) shares to be issued upon conversion of the January 2022
    Notes, (ii) the Commitment Shares, (iii) shares issuable upon exercise of the GPL warrants and (v) shares issuable upon exercise
    of the pre-funded warrants. If you do not intend to provide such disclosure in your prospectus, please provide your analysis as to
    why such information is not material. In addition, please revise to clarify whether your disclosure in your Prospectus Summary under
    “The Offering” on page 10 regarding common stock to be outstanding after this offering reflects the issuance of shares
    to be issued upon conversion of the January 2022 Notes.

Response:
The Company has revised its disclosure on page 11 of Amendment No. 3 to disclose the number of common stock to be issued upon exercise
of the pre-funded warrants. The Company hereby advises the Staff that (i)-(iii) referenced in the above comment cannot be definitively
calculated until the prospectus has an IPO price range. In the interim, the Company has revised its disclosure to include placeholders
for the number of shares to be issued for each (i)-(iii) above, so that when it has a price range, it can include the number of shares
to be issued for each. In addition, the Company has revised its disclosure on page 11 of Amendment No. 3 to clarify that its disclosure
in the Prospectus Summary under “The Offering” on page 10 regarding common stock to be outstanding after this offering does
not reflect the issuance of shares to be issued upon conversion of the January 2022 Notes.

Please
contact me at +1 212 547 5476 if you have any questions or require any additional information in connection with this letter or the Company’s
submission of its draft Registration Statement on Form S-1.

    Sincerely,

    /s/
    Robert Cohen

    cc:
    Frank C. Ingriselli, Chief Executive Officer

United States securities and exchange commission logo
December 6, 2022
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 18, 2022
File No. 333-267380
Dear Frank Ingriselli:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 14, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed November 18, 2022
Business
Evaluation of Reserves and Net Revenue, page 46
1.Please expand the statement in paragraph two on page 46 to additionally specify that the
reserves in the “Reserve Report” filed as Exhibit 99.1 and the “Reserve Supplement
Report” filed as Exhibit 99.2 and their determination are consistent with the definitions
found in Rule 4-10 of SEC Regulation S-X (17 CFR part 210), and Subpart 1200 of
Regulation S-K.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 December 6, 2022 Page 2
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
December 6, 2022
Page 2
Executive and Director Compensation, page 58
2.We note your response to prior comment 13. Please provide the information required by
Item 402 of Regulation S-K with respect to all named executive officers described in Item
402(m)(2). For example, it appears that Ron Bauer served as your chief executive
officer during your fiscal year ended October 31, 2022. In this regard, we note Mr. Bauer
signed the January 2022 Securities Purchase Agreement on behalf of Trip Petroleum
Corp. in his capacity as Chief Executive Officer.
3.We note your disclosure in your summary compensation table regarding a stock award
during the fiscal year ended October 31, 2022.  Please provide the disclosure required by
Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.
4.We note the equity incentive awards disclosed in your table on page 58 regarding
outstanding equity awards at year-end.  Please disclose the vesting dates of such awards in
a footnote to your table.  Refer to Instruction 2 to Item 402(p)(2) of Regulation S-K.
Exhibits
5.Please expand the discussion on page one of Exhibit 99.2 to additionally specify that the
reserves relating the Full Development Reserve Report and their determination are
consistent with the definitions found in Rule 4-10 of SEC Regulation S-X (17 CFR part
210), and Subpart 1200 of Regulation S-X.
General
6.We note your responses to prior comments 5 and 8.  Please tell us whether you intend to
disclose or illustrate in your prospectus the number of shares of common stock in each of
the following categories: (i) shares to be issued upon conversion of the January 2022
Notes, (ii) the Commitment Shares, (iii) shares issuable upon exercise of the GPL
warrants and (v) shares issuable upon exercise of the pre-funded warrants.  If you do not
intend to provide such disclosure in your prospectus, please provide your analysis as to
why such information is not material.  In addition, please revise to clarify whether your
disclosure in your Prospectus Summary under “The Offering” on page 10 regarding
common stock to be outstanding after this offering reflects the issuance of shares to be
issued upon conversion of the January 2022 Notes.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 December 6, 2022 Page 3
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
December 6, 2022
Page 3
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Cohen

CORRESP
1
filename1.htm

November
18, 2022

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
                                            Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

    Re:
    Trio
                                            Petroleum Corp.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    October 28, 2022

    File
    No. 333-267380

Dear
Ms. Packebusch:

This
letter responds to the correspondence from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated November 18, 2022 (the “Comment Letter”) providing comments on the above-referenced
Amendment No. 1 to Registration Statement on Form S-1, publicly filed on October 28, 2022 (the “S-1”) by Trio
Petroleum Corp., a Delaware corporation (the “Company”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1 (“Amendment No.
2”). The remainder of this letter responds to the Staff’s comments on the S-1, which are set forth below along with
our responses on behalf of the Company. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
For convenience, the Staff’s comments are repeated below in bold, followed by the Company’s response to each comment as well
as a summary of the responsive actions taken. We have included page numbers to refer to the location in Amendment No. 2, submitted on
the date hereof, where the revised language addressing a particular comment appears.

Amendment
No. 1 to Registration Statement on Form S-1

Business
Overview, page 1

1. We
                                            note your disclosure that the registrant was formed to acquire Trio Petroleum LLC’s
                                            approximate 82.5% working interest in the South Salinas Project. Please revise to also disclose
                                            the net revenue interest acquired by the registrant, and disclose any interest that Trio
                                            Petroleum LLC retained in the South Salinas Project.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 3, 6, 42 and 45 of Amendment No. 2 to disclose
their net revenue interest in the South Salinas Project, as well as to disclose the working interest retained by Trio Petroleum LLC in
the South Salinas Project.

Market
Opportunity, page 4

2. We
                                            note your disclosure that the South Salinas Project offers an opportunity to profitably help
                                            supply California’s demanding oil and gas needs in a carefully-regulated, environmentally-responsible
                                            project that will have minimal surface footprint. Please revise to clarify what “environmentally-responsible
                                            project” means in this context.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 4 of Amendment No. 2 to remove the phrase
“environmentally-responsible” from its description of South Salinas Project.

Trio
LLC’s Management Team as Experienced California Operator, page 4

3. We
                                            note that the Purchase and Sale Agreement with Trio Petroleum LLC filed as Exhibit 10.5 refers
                                            to a joint operating agreement for the South Salinas Area, and provides that Trio Petroleum
                                            Corp. agrees to use commercially reasonable efforts to support Trio Petroleum LLC’s
                                            continuance as operator and to maintain the joint operating agreement in full force and effect.
                                            Please revise to disclose all material terms of the joint operating agreement. In addition,
                                            file the joint operating agreement as an exhibit or tell us why you believe that such agreement
                                            is not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 4 of Amendment No. 2 to disclose the material
terms of the joint operating agreement, and also has filed the agreement as Exhibit 10.27 to the registration statement.

South
Salinas Project Oil Rights, page 6

4. We
                                            note your disclosure that you have the opportunity to acquire a portion of the remaining
                                            17.5% interest in the South Salinas Project. Please revise to clarify the nature of this
                                            opportunity and whether there are any written agreements with respect to such opportunity.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 6, 44 and 45 of Amendment No. 2 to remove
the disclosures that it has an opportunity to acquire a portion of the remaining 17.5% interest in the South Salinas Project. The Company
hereby advises the Staff that there are no written agreements in place to acquire additional percentages of working interest in the South
Salinas Project.

Risk
Factors

A
substantial portion of our total issued and outstanding shares may be sold into the market at any time, page 25

5. We
                                            note your response to prior comment 4. Please also revise your risk factor to disclose the
                                            number of shares of common stock that will be subject to registration rights.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 25 of Amendment No. 2 to give the formula
for calculating the number of shares subject to registration rights under the GPL Financing and the September 2022 Financing. The Company
hereby advises the Staff that it cannot yet calculate the exact number of shares that are to be registered pursuant to the GPL Financing
and the September 2022 Financing so it is providing the formula to calculate the number of shares to be registered in lieu of this.

Use
of Proceeds, page 29

6. We
                                            note your disclosure that you intend to use approximately $440,000 of the proceeds from this
                                            offering to repay the OID Notes. Please describe the use of the proceeds of such indebtedness
                                            other than short-term borrowings used for working capital. Refer to Instruction 4 to Item
                                            504 of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 29 of Amendment No. 2 to clarify that the
proceeds of the OID Notes are being used exclusively to fund working capital of the Company.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 36

7. We
                                            note your response to prior comment 5. However, we could not locate the disclosure in this
                                            section stating that the Notes are currently in default, and that the consequence of this
                                            default is that 4,500,000 shares of the Company’s common stock were delivered to the
                                            GPL Ventures, LLC investors. Please revise or advise.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 36 of Amendment No. 2 to disclose that the
GPL Notes are currently in default, and that the consequence of this default is that 4,500,000 shares of the Company’s common stock
were delivered to the GPL Ventures, LLC investors.

8. We
                                            note your disclosure regarding the shares of common stock issuable in connection with the
                                            securities purchase agreement with GPL Ventures, LLC, including upon conversion of the January
                                            2022 Notes, exercise of the warrants, and issuance of the commitment shares. We also note
                                            your disclosure regarding the shares underlying the pre-funded warrants issued in connection
                                            with the securities purchase agreement entered into during September 2022. Please update
                                            your risk factor disclosure regarding dilution to reflect such issuances. In addition, please
                                            update your disclosure in your Prospectus Summary under “The Offering” on page
                                            10 regarding common stock to be outstanding after this offering to clarify the extent to
                                            which such information reflects the issuance of such shares.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 27 of Amendment No. 2 to include language
in its dilution risk factor about how the issuance of the aforementioned securities may contribute to the dilution of an investor’s
investment in the Company. In addition, the Company has revised its disclosure on page 10 of Amendment No. 2 to clarify that the share
information presented assumes no exercise of the GPL Warrants and Pre-Funded Warrants, and also excludes the issuance of the Commitment
Shares. The Company hereby advises the Staff that the 4,500,000 shares issued pursuant to the Securities Purchase Agreement with GPL
Ventures LLC is included in the share information presented in Amendment No. 2. The Company has revised its disclosure on page 36 of
Amendment No. 2 to reflect this.

Business

Evaluation
of Reserves and Net Revenue, page 46

9. We
                                            have reviewed your response to prior comment 11 and note your reasonable expectation of adequate
                                            funding is contingent upon an analysis of future expected cash flows from Probable P2 and
                                            Possible P3 reserves which appear to be presented on an unrisked basis. Please revise your
                                            cash flow analysis to incorporate risk factors appropriate to Probable P2 and Possible P3
                                            reserves. Alternatively, remove your quantitative analysis and explain that your expectation,
                                            if true, is based upon future project operating revenues, net proceeds from this offering,
                                            and additional capital raises, if necessary. Also expand the Glossary of Terms in Exhibits
                                            99.1 and 99.2 to include the PRMS definition for a reasonable expectation.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 51 of Amendment No. 2 to clarify that its reasonable
expectation of adequate funding is based on anticipated proceeds from this offering, anticipated operating revenues, and net proceeds
from additional capital raises, if necessary. In addition, the Company has removed its quantitative analysis with respect to its disclosure
on its reasonable expectation of adequate funding on page 51 of Amendment No. 2. Finally, the Company has refiled Exhibits 99.1 and 99.2
to expand the Glossary of Terms to include the PRMS definition for a reasonable expectation.

Disclosure
of Reserve Volumes and Reserve Values as of the End of October 31, 2021, page 47

10. We
                                            have reviewed your response to prior comment 12 and reissue our comment in part regarding
                                            revisions to Table 1 identifying the probable and possible reserves associated with the development
                                            phases as undeveloped to comply with the disclosure requirements in Items 1202(a)(1) and
                                            1202(a)(2) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised Table 1 on page 49 of Amendment No. 2.

11. We
                                            note your disclosure on page 48 of Amendment No. 1 describes the reserve volumes using the
                                            “P2 Probable” and “Incremental Possible P3” reserve categories; however,
                                            Table 1 on page 49 does not present the reserve volumes using these same reserve categories.

Based
on PRMS definitions, Probable P2 reserves are an incremental category of estimated recoverable quantities represented by the difference
between the P90 and P50 reserve estimates. Since you disclose there are no Proved (P90) reserves, it appears the Probable reserves presented
as Probable (P50) in Table 1 should be categorized as “Probable (P2)” reserves which correlates to and is consistent with
your disclosure of incremental Possible (P3) reserves. Since Probable (P2) and Possible (P3) reserves are by definition the incremental
recoverable quantities, please revise your disclosures to use terminology consistent with the PRMS and the definitions provided in your
Glossary of Terms Used, e.g. Probable (P2) and Possible (P3) reserves. This includes revisions to the reserve categories in Table 1 to
appropriately identify the reserve volumes as “Probable (P2) Undeveloped” and “Possible (P3) Undeveloped.”

This
comment also applies to similar references throughout your filing and to the summary table included on page 2 of the third party reserve
reports filed as Exhibits 99.1 and 99.2.

Response:
In response to the Staff’s comment, the Company has revised its disclosure throughout Amendment No. 2 to use the aforementioned
terminology consistent with the PRMS and the definitions provided in its Glossary of Terms Used. In addition, the Company has revised
Exhibits 99.1 and 99.2 to reflect these changes.

12. We
                                            note the discussion on page 47 does not clearly relate the reserves estimation methodology
                                            based on probabilistic methods to the resulting Probable P2 and Possible P3 reserves volumes.
                                            Please expand your discussion of Probable and Possible reserves as needed. For example, explain
                                            that Probable reserves are represented by the difference between the P90 and P50 estimates
                                            and since there are no Proved or P90 volumes, the Probable reserves disclosed herein are
                                            incremental volumes and presented as Probable (P2) reserves.

Response:
In response to the Staff’s comment, the Company has expanded its disclosure on page 47 of Amendment No 2. to explain
that Probable reserves are represented by the difference between the P90 and P50 estimates and since there are no Proved or P90 volumes,
the Probable reserves disclosed are incremental volumes and presented as Probable (P2) reserves.

Executive
and Director Compensation, page 58

13. Please
                                            provide the disclosure required by Item 402 of Regulation S-K for your fiscal year ended
                                            October 31, 2022.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 58 of Amendment No. 2 to provide the disclosure
required by Item

United States securities and exchange commission logo
November 14, 2022
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 28, 2022
File No. 333-267380
Dear Frank Ingriselli:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 5, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Business Overview, page 1
1.We note your disclosure that the registrant was formed to acquire Trio Petroleum LLC’s
approximate 82.5% working interest in the South Salinas Project.  Please revise to also
disclose the net revenue interest acquired by the registrant, and disclose any interest that
Trio Petroleum LLC retained in the South Salinas Project.
Market Opportunity, page 4
2.We note your disclosure that the South Salinas Project offers an opportunity to profitably
help supply California’s demanding oil and gas needs in a carefully-regulated,
environmentally-responsible project that will have minimal surface footprint.  Please

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 November 14, 2022 Page 2
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
November 14, 2022
Page 2
revise to clarify what “environmentally-responsible project” means in this context.
Trio LLC's Management Team as Experienced California Operator, page 4
3.We note that the Purchase and Sale Agreement with Trio Petroleum LLC filed as Exhibit
10.5 refers to a joint operating agreement for the South Salinas Area, and provides that
Trio Petroleum Corp. agrees to use commercially reasonable efforts to support Trio
Petroleum LLC’s continuance as operator and to maintain the joint operating agreement in
full force and effect.  Please revise to disclose all material terms of the joint operating
agreement.  In addition, file the joint operating agreement as an exhibit or tell us why you
believe that such agreement is not required to be filed.  Refer to Item 601(b)(10) of
Regulation S-K.
South Salinas Project Oil Rights, page 6
4.We note your disclosure that you have the opportunity to acquire a portion of the
remaining 17.5% interest in the South Salinas Project.  Please revise to clarify the nature
of this opportunity and whether there are any written agreements with respect to such
opportunity.
Risk Factors
A substantial portion of our total issued and outstanding shares may be sold into the market at
any time, page 25
5.We note your response to prior comment 4. Please also revise your risk factor to
disclose the number of shares of common stock that will be subject to registration rights.
Use of Proceeds, page 29
6.We note your disclosure that you intend to use approximately $440,000 of the proceeds
from this offering to repay the OID Notes. Please describe the use of the proceeds of such
indebtedness other than short-term borrowings used for working capital. Refer to
Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
7.We note your response to prior comment 5. However, we could not locate the disclosure
in this section stating that the Notes are currently in default, and that the consequence of
this default is that 4,500,000 shares of the Company’s common stock were delivered to
the GPL Ventures, LLC investors. Please revise or advise.
8.We note your disclosure regarding the shares of common stock issuable in connection
with the securities purchase agreement with GPL Ventures, LLC, including upon
conversion of the January 2022 Notes, exercise of the warrants, and issuance of the
commitment shares.  We also note your disclosure regarding the shares underlying the
pre-funded warrants issued in connection with the securities purchase agreement entered

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 November 14, 2022 Page 3
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
November 14, 2022
Page 3
into during September 2022.  Please update your risk factor disclosure regarding dilution
to reflect such issuances.  In addition, please update your disclosure in your Prospectus
Summary under “The Offering” on page 10 regarding common stock to be outstanding
after this offering to clarify the extent to which such information reflects the issuance of
such shares.
Business
Evaluation of Reserves and Net Revenue, page 46
9.We have reviewed your response to prior comment 11 and note your reasonable
expectation of adequate funding is contingent upon an analysis of future expected cash
flows from Probable P2 and Possible P3 reserves which appear to be presented on an
unrisked basis. Please revise your cash flow analysis to incorporate risk factors
appropriate to Probable P2 and Possible P3 reserves. Alternatively, remove your
quantitative analysis and explain that your expectation, if true, is based upon future project
operating revenues, net proceeds from this offering, and additional capital raises, if
necessary. Also expand the Glossary of Terms in Exhibits 99.1 and 99.2 to include the
PRMS definition for a reasonable expectation.
Disclosure of Reserve Volumes and Reserve Values as of the End of October 31, 2021, page 47
10.We have reviewed your response to prior comment 12 and reissue our comment in part
regarding revisions to Table 1 identifying the probable and possible reserves associated
with the development phases as undeveloped to comply with the disclosure requirements
in Items 1202(a)(1) and 1202(a)(2) of Regulation S-K.
11.We note your disclosure on page 48 of Amendment No. 1 describes the reserve volumes
using the "P2 Probable" and "Incremental Possible P3" reserve categories; however, Table
1 on page 49 does not present the reserve volumes using these same reserve categories.

Based on PRMS definitions, Probable P2 reserves are an incremental category of
estimated recoverable quantities represented by the difference between the P90 and P50
reserve estimates. Since you disclose there are no Proved (P90) reserves, it appears the
Probable reserves presented as Probable (P50) in Table 1 should be categorized
as "Probable (P2)" reserves which correlates to and is consistent with your disclosure of
incremental Possible (P3) reserves. Since Probable (P2) and Possible (P3) reserves are by
definition the incremental recoverable quantities, please revise your disclosures to use
terminology consistent with the PRMS and the definitions provided in your Glossary of
Terms Used, e.g. Probable (P2) and Possible (P3) reserves. This includes revisions to the
reserve categories in Table 1 to appropriately identify the reserve volumes as "Probable
(P2) Undeveloped" and "Possible (P3) Undeveloped."

This comment also applies to similar references throughout your filing and to the
summary table included on page 2 of the third party reserve reports filed as Exhibits 99.1
and 99.2.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 November 14, 2022 Page 4
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
November 14, 2022
Page 4
12.We note the discussion on page 47 does not clearly relate the reserves estimation
methodology based on probabilistic methods to the resulting Probable P2 and Possible P3
reserves volumes. Please expand your discussion of Probable and Possible reserves as
needed. For example, explain that Probable reserves are represented by the difference
between the P90 and P50 estimates and since there are no Proved or P90 volumes, the
Probable reserves disclosed herein are incremental volumes and presented as Probable
(P2) reserves.
Executive and Director Compensation, page 58
13.Please provide the disclosure required by Item 402 of Regulation S-K for your fiscal year
ended October 31, 2022.
Exhibits
14.Please file as exhibits the September 2022 securities purchase agreement, the related debt
instruments, and the pre-funded warrants, or tell us why you do not believe they are
required to be filed. Refer to Item 601(b)(10) of Regulation S-K. In addition, please file
the January 2022 Notes issued pursuant to the securities purchase agreement with GPL
Ventures.
15.We have reviewed your response to prior comment 19 and note the third party reserve
report filed as Exhibit 99.2 does not state the purpose for which the report was prepared as
required by Item 1202(a)(8)(i) of Regulation S-K. Please obtain and file a revised third
party reserve report.
16.We have reviewed your response to prior comment 20 and note the glossary of terms
included with the third party reserve reports filed as Exhibits 99.1 and 99.2 contain
Petroleum Resources Management System (PRMS) definitions for probable reserves and
possible reserves which  appear to be incomplete. For example, your definitions for
Probable P2 and Possible P3 Reserves do not clarify these reserves represent "an
incremental category of estimated recoverable quantities associated with a defined degree
of uncertainy." Please obtain and file revised third party reserve reports which contain
definitions for probable and possible reserves consistent with the disclosure of incremental
Probable P2 and incremental Possible P3 reserves in the reserve reports and in the
Registration Statement on Form S-1.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 November 14, 2022 Page 5
 FirstName LastName
Frank Ingriselli
Trio Petroleum Corp.
November 14, 2022
Page 5
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Cohen

CORRESP
1
filename1.htm

October
28, 2022

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
                                            Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

    Re:
    Trio
                                            Petroleum Corp.

    Registration
    Statement on Form S-1

    Filed
    September 12, 2022

    File
    No. 333-267380

Dear
Ms. Packebusch:

This
letter responds to the correspondence from the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated October 5, 2022 (the “Comment Letter”) providing comments on the above-referenced
Registration Statement on Form S-1, publicly filed on September 12, 2022 (the “S-1”) by Trio Petroleum Corp.,
a Delaware corporation (the “Company”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (“Amendment
No. 1”). The remainder
of this letter responds to the Staff’s comments on the S-1, which are set forth below along with our responses on behalf of the
Company. We trust you shall deem the contents of this transmittal letter responsive to your comment letter. For convenience, the Staff’s
comments are repeated below in bold, followed by the Company’s response to each comment as well as a summary of the responsive
actions taken. We have included page numbers to refer to the location in Amendment No. 1, submitted on the date hereof, where the revised
language addressing a particular comment appears.

Registration
Statement on Form S-1 filed September 12, 2022

Prospectus
Summary, page 3

    1.
    We
    note your statement on page 4 that the South Salinas Project has the potential to be among the largest oil and gas resources in California,
    and North America, to be developed in the last 30 years. Please tell us your basis for such statement.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 4 of Amendment No. 1 to remove this statement.

    2.
    We
    note that you have referenced certain risks in your Summary of Risk Factors in your Prospectus Summary, with the statement that these
    risks are discussed more fully in your Risk Factors section. However, we also note that certain of these risks do not appear to be
    discussed in your Risk Factors section, including risks relating to Measure Z. Please revise.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 14 of Amendment No. 1 to disclose the risks
relating to Measure Z in our risk factor section. The Company hereby advises the staff that all risks disclosed in the Prospectus Summary
are discussed in its Risk Factors section of Amendment No. 1.

Prospectus
Summary

Business
Strategies, page 4

    3.
    Disclosure
    on page 4 relating to the HV-1 well indicates the well could be “a high cumulative oil well in the range of 1-5 million barrels
    of oil.”

If
your estimate represents an arithmetic summation of information relating to the individual estimates from probable and possible reserve
categories or represents an estimate of resources other than reserves, such disclosure should be revised or removed. Refer to question
105.01 in the Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules and the Instruction to
Item 1202 of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 4 of Amendment No. 1 to remove reference to
the above wording.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 34

    4.
    Please
    disclose in this section all material terms of the securities purchase agreement with GPL Ventures, LLC, as well as the material
    terms of related agreements, including the warrant agreements and the registration rights agreements. In addition, please revise
    to disclose any related risks that may be material, such as risks related to dilution and market price. In that regard, we also note
    that the registration rights agreements are not referenced in your risk factor on page 25 regarding the risk that a substantial portion
    of your total issued and outstanding shares may be sold into the market at any time. In addition, please file the warrant agreements,
    security agreements, and registration rights agreements, or tell us why you do not believe that they are required to be filed. Refer
    to Item 601(b)(10) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 36 of Amendment No. 1 to describe the material
terms of the securities purchase agreement, the warrant agreements and the registration rights agreements with GPL Ventures, LLC. In
addition, the Company has revised its risk factor on page 25 to include reference to the shares to be registered for resale pursuant
to the registration rights agreement and included a cross-reference to the disclosure on page 36. Further, the Company has filed the
warrant agreements, security agreement and registration rights agreements as part of its revised exhibit 10.17 to Amendment No. 1. The
Company hereby advises the staff that aforementioned agreements are identical other than references to names of the investors, and as
such the Company only filed one copy of each document with corresponding signature pages where appropriate.

    5.
    We
    note that Section 2.04 of the securities purchase agreement with GPL filed as Exhibit 10.17 provides that no later than April 28,
    2022, the Company shall cause certain specified items to be delivered that are necessary in the opinion of the lead investor’s
    counsel to provide a perfected first priority security interest in the assets of the Company, and also provides that failure to deliver
    the foregoing shall constitute an event of default under the Notes. We also note your disclosure on page F-32 that the Company failed
    to perfect the security interest. Please revise to clarify whether the Notes are currently in default.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 36 to clarify that the Notes are currently
in default, and the consequence of this default is that 4,500,000 shares of the Company’s common stock was delivered to the GPL
Ventures, LLC investors.

    6.
    We
    note your disclosure on page 37 regarding the Blue Lease, and disclosure regarding the entry by Trio Petroleum Corp. into an amendment
    to the lease agreement on May 27, 2022. However, we note that the amendment filed as Exhibit 10.10 identifies Trio Petroleum LLC
    as the lessee. Please advise.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 36 of Amendment No. 1 to clarify that Trio
Petroleum LLC, not Trio Petroleum Corp. is the lessee of the blue and red leases.

Quantitative
and Qualitative Disclosure About Market Risk, page 41

    7.
    We
    note your disclosure that your market risk exposure is primarily a result of exposure due to potential changes in inflation or interest
    rates. Please update your risk factor section if recent inflationary pressures or rising interest rates have materially impacted
    your operations or liquidity. For example, identify the types of inflationary pressures you are facing and how your business has
    been affected.

Response:
The Company hereby advises the Staff that recent inflationary pressures or rising interest rates have not materially impacted its operations
or liquidity. However, the Company has revised its disclosure on page 23 of Amendment No. 1 to add in a risk factor describing the
general risk that inflationary pressure may materially adversely affect its business in the future.

Business,
page 42

    8.
    We
    note your response to prior comment one, including your revised disclosure on page 43 that Measure Z, if upheld by the Supreme Court,
    may materially affect your business if, for example, the County denies permits for “[y]our anticipated oil/gas operations such
    as long-term development and production, new oil/gas wells, a new water-disposal project, etc.” Please further revise to state
    clearly how Measure Z, if upheld by California’s Supreme Court, may materially affect your business, in the context of your
    plan of operations. For example, we note your disclosure on page 46 suggests the need to obtain additional permits for your plan
    of operations with respect to your existing wells and the HV-1, HV-2 and HV-4 wells. Please also update your disclosure in forthcoming
    amendments. In this regard, we note your disclosure that it was anticipated that the opposition’s brief would be filed with
    the Supreme Court on or before May 27, 2022.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 43 of Amendment No. 1 to provide a cross-reference
to its risk factor on page 14, where it more fully describes the material risks to its business if Measure Z is upheld. In addition, the Company has revised its disclosure on pages 14 and 43 to clarify updates surrounding the progress
of the measure with the California Supreme Court.

Business

Description
of Oil and Gas Properties and Current Operations, page 45

    9.
    We
    have read your response to prior comment 4 and note the use of different working interests (W.I.) in regard to developed acreage
    vs. net productive wells; e.g. 80 gross/80 net developed acres (W.I. = 100%) vs. 2.0 gross/1.65 net productive wells (W.I. = 82.5%).
    We also note the use of different working interests in regard to your undeveloped acreage; e.g. 8,520 gross/7,720 net undeveloped
    acres (W.I. = 90.6%) vs. disclosure that you have an 82.5% W.I. in the South Salinas Project. Please revise your disclosures to reconcile
    the difference or explain the reason for the difference.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 45 of Amendment No. 1 to consider all acreage
and reserves described as undeveloped.

Evaluation
of Reserves and Net Revenue, page 46

    10.
    We
    have read the two reserve reports filed as Exhibit 99.1 (Phase 1 and 2, as of November 1, 2021) and Exhibit 99.2 (Full Development,
    as of November 1, 2021 ), and the related disclosures throughout your Registration Statement. We note the SEC probable and possible
    reserves and related estimates of net cash flows discounted at 10% (PV-10) are disclosed throughout your filing as of November 1,
    2022. Please note SEC reserve evaluations, based on historical average prices and costs, provide an estimate of reserves using an
    effective date “as of the end of a time period,” e.g. as of October 31, 2021. Please revise the reserves disclosures
    throughout your filing to conform to this “as of” date. Refer to the disclosure requirements in Item 1202(a) of Regulation
    S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 46 and 47 to clarify that its
disclosures on probable and possible reserves and related estimates are as of the end of October 31, 2021.

    11.
    We
    note disclosure on page 46 that “KLSP states the reserves and their determination are consistent with definitions found in
    Rule 4-10 of SEC Regulation S-K.” We also note disclosure in the Registration Statement and in Exhibits 99.1 and 99.2 of certain
    P2 Probable (P50) and P3 Incremental Possible (P10) oil and/or natural gas reserves relating to Phase 2 and the Full Field Development
    that are contingent upon the following:

    ●
    Restoration
    of an idle gas pipeline in which you do not hold an ownership interest or have a contract for access (pages 5 and 45),

    ●
    Demonstration
    of success in Phase 1 prior to initiating Phase 2 or the Full Field Development (page 47),

    ●
    Drilling
    12 wells and commencing long-term production beginning July 2024 in Phase 2 for which you have not sought or secured the necessary
    regulatory permits (page 44 and 47),

    ●
    Drilling
    144 wells and commencing long-term production beginning in the third quarter of 2024 for the Full Field Development for which you
    have not sought the necessary regulatory permits (page 47), and

    ●
    Adequate
    funding for $37.7 million in capital expenditures to be incurred in Phase 2 beginning July 2024 based upon a future secondary capital
    raise which has not occurred, and $463.2 million in total capital expenditures to be incurred by the end of 2027 for the Full Field
    Development (page 47).

Please
provide us with an analysis and documentation in sufficient detail to support there exists or there is a reasonable expectation that
there will exist, the legal right to produce, an installed means of delivering your natural gas reserves to market, all permits and financing
required to implement the Phase 2 and Full Field Development Projects. Refer to Rule 4-10(a)(17)(iv) and (a)(26) of Regulation S-X.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 49 - 52 of Amendment No. 1 to provide analysis and documentation in sufficient detail to support there exists or there is
a reasonable expectation that there will exist, the legal right to produce, an installed means of delivering its natural gas reserves
to market, all permits and financing required to implement the Phase 2 and Full Field Development Projects.

Disclosure
of Reserve Volumes and Reserve Values at November 1, 2021, page 48

    12.
    We
    have read your response to prior comment 11 and note the revised narrative on page 47 includes the phrases “all or essentially
    all”, “may be considered to be undeveloped”, and “for all practical purposes;” however, these do not
    provide a definitive statement of the undeveloped status of the estimated probable and possible reserves.

We
also note Table 1 on page 48 was not expanded to identify the probable and possible reserves associated with the development phases as
undeveloped. We re-issue the prior comment.

Response:
In response to the Staff’s comment, the company has revised its disclosure on page 47 of Amendment No. 1 to remove the qualifying
language noted above, and provide a definitive statement of the undeveloped status of the estimated probable and possible reserves. In
addition, the Company hereby advises the staff that by presenting all acreage and reserves estimated in Amendment No. 1 as being
“undeveloped” there is not a need to expand Table 1 on page 49 to identify the probable and possible reserves associated
with the development phases as undeveloped.

    13.
    We
    have read your response to prior comment 12 and note Table 1 on page 48 still contains the arithmetic summation of information as
    various “Totals” relating to the individual estimates from probable and possible reserve categories.

We
also note the inclusion on page 47, “It is important to note that there are uncertainties relating to the estimates of Probable
and Possible reserves and to related estimates of future cash flows. The estimates of reserves and future cash flows have not been adjusted
for these uncertainties and therefore they may not be comparable with each other and should not be summed arithmetically with each other.”
does not fully describe the uncertainty associated with the probable and possible reserve categories. Refer to the disclosure requirements
in 1202(a)(5) of Regulation S-K, the definitions in Rule 4- 10(a)(17) and (18) of Regulation S-X, and Question 105.01 in our Compliance
and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules and Items 1202(a)(1) and (a)(2) of Regulation S-K.
We re-issue the prior commen

United States securities and exchange commission logo
October 5, 2022
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Registration Statement on Form S-1
Filed September 12, 2022
File No. 333-267380
Dear Frank Ingriselli:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 filed September 12, 2022
Prospectus Summary, page 3
1.We note your statement on page 4 that the South Salinas Project has the potential to be
among the largest oil and gas resources in California, and North America, to be developed
in the last 30 years.  Please tell us your basis for such statement.
2.We note that you have referenced certain risks in your Summary of Risk Factors in your
Prospectus Summary, with the statement that these risks are discussed more fully in your
Risk Factors section.  However, we also note that certain of these risks do not appear to be
discussed in your Risk Factors section, including risks relating to Measure Z.  Please
revise.

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 October 5, 2022 Page 2
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
October 5, 2022
Page 2
Prospectus Summary
Business Strategies, page 4
3.Disclosure on page 4 relating to the HV-1 well indicates the well could be “a high
cumulative oil well in the range of 1-5 million barrels of oil.”

If your estimate represents an arithmetic summation of information relating to the
individual estimates from probable and possible reserve categories or represents an
estimate of resources other than reserves, such disclosure should be revised or removed.
Refer to question 105.01 in the Compliance and Disclosure Interpretations (“C&DIs”)
regarding Oil and Gas Rules and the Instruction to Item 1202 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
34
4.Please disclose in this section all material terms of the securities purchase agreement with
GPL Ventures, LLC, as well as the material terms of related agreements, including the
warrant agreements and the registration rights agreements.  In addition, please revise to
disclose any related risks that may be material, such as risks related to dilution and market
price.  In that regard, we also note that the registration rights agreements are not
referenced in your risk factor on page 25 regarding the risk that a substantial portion of
your total issued and outstanding shares may be sold into the market at any time.  In
addition, please file the warrant agreements, security agreements, and registration rights
agreements, or tell us why you do not believe that they are required to be filed.  Refer to
Item 601(b)(10) of Regulation S-K.
5.We note that Section 2.04 of the securities purchase agreement with GPL filed as Exhibit
10.17 provides that no later than April 28, 2022, the Company shall cause certain
specified items to be delivered that are necessary in the opinion of the lead investor’s
counsel to provide a perfected first priority security interest in the assets of the Company,
and also provides that failure to deliver the foregoing shall constitute an event of default
under the Notes. We also note your disclosure on page F-32 that the Company failed to
perfect the security interest.  Please revise to clarify whether the Notes are currently in
default.
6.We note your disclosure on page 37 regarding the Blue Lease, and disclosure regarding
the entry by Trio Petroleum Corp. into an amendment to the lease agreement on May 27,
2022.  However, we note that the amendment filed as Exhibit 10.10 identifies Trio
Petroleum LLC as the lessee.  Please advise.
Quantitative and Qualitative Disclosure About Market Risk, page 41
7.We note your disclosure that your market risk exposure is primarily a result of exposure
due to potential changes in inflation or interest rates. Please update your risk factor
section if recent inflationary pressures or rising interest rates have materially impacted

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 October 5, 2022 Page 3
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
October 5, 2022
Page 3
your operations or liquidity. For example, identify the types of inflationary pressures you
are facing and how your business has been affected.
Business, page 42
8.We note your response to prior comment one, including your revised disclosure on page
43 that Measure Z, if upheld by the Supreme Court, may materially affect your business
if, for example, the County denies permits for “[y]our anticipated oil/gas operations such
as long-term development and production, new oil/gas wells, a new water-disposal
project, etc.” Please further revise to state clearly how Measure Z, if upheld
by California's Supreme Court, may materially affect your business, in the context of your
plan of operations. For example, we note your disclosure on page 46 suggests the need to
obtain additional permits for your plan of operations with respect to your existing wells
and the HV-1, HV-2 and HV-4 wells.  Please also update your disclosure in forthcoming
amendments. In this regard, we note your disclosure that it was anticipated that the
opposition's brief would be filed with the Supreme Court on or before May 27, 2022.
Business
Description of Oil and Gas Properties and Current Operations, page 45
9.We have read your response to prior comment 4 and note the use of different working
interests (W.I.) in regard to developed acreage vs. net productive wells; e.g. 80 gross/80
net developed acres (W.I. = 100%) vs. 2.0 gross/1.65 net productive wells (W.I. = 82.5%).
We also note the use of different working interests in regard to your undeveloped acreage;
e.g. 8,520 gross/7,720 net undeveloped acres (W.I. = 90.6%) vs. disclosure that you have
an 82.5% W.I. in the South Salinas Project. Please revise your disclosures to reconcile the
difference or explain the reason for the difference.
Evaluation of Reserves and Net Revenue, page 46
10.We have read the two reserve reports filed as Exhibit 99.1 (Phase 1 and 2, as of November
1, 2021) and Exhibit 99.2 (Full Development, as of November 1, 2021 ), and the related
disclosures throughout your Registration Statement. We note the SEC probable and
possible reserves and related estimates of net cash flows discounted at 10% (PV-10) are
disclosed throughout your filing as of November 1, 2022. Please note SEC reserve
evaluations, based on historical average prices and costs, provide an estimate of reserves
using an effective date "as of the end of a time period," e.g. as of October 31, 2021. Please
revise the reserves disclosures throughout your filing to conform to this "as of" date. Refer
to the disclosure requirements in Item 1202(a) of Regulation S-K.
11.We note disclosure on page 46 that “KLSP states the reserves and their determination are
consistent with definitions found in Rule 4-10 of SEC Regulation S-K.” We also note
disclosure in the Registration Statement and in Exhibits 99.1 and 99.2 of certain P2
Probable (P50) and P3 Incremental Possible (P10) oil and/or natural gas reserves relating
to Phase 2 and the Full Field Development that are contingent upon the following:

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 October 5, 2022 Page 4
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
October 5, 2022
Page 4
•Restoration of an idle gas pipeline in which you do not hold an ownership interest or
have a contract for access (pages 5 and 45),
•Demonstration of success in Phase 1 prior to initiating Phase 2 or the Full Field
Development (page 47),
•Drilling 12 wells and commencing long-term production beginning July 2024 in
Phase 2 for which you have not sought or secured the necessary regulatory permits
(page 44 and 47),
•Drilling 144 wells and commencing long-term production beginning in the third
quarter of 2024 for the Full Field Development for which you have not sought the
necessary regulatory permits (page 47), and
•Adequate funding for $37.7 million in capital expenditures to be incurred in Phase 2
beginning July 2024 based upon a future secondary capital raise which has not
occurred, and $463.2 million in total capital expenditures to be incurred by the end of
2027 for the Full Field Development  (page 47).

Please provide us with an analysis and documentation in sufficient detail to support there
exists or there is a reasonable expectation that there will exist, the legal right to produce,
an installed means of delivering your natural gas reserves to market, all permits and
financing required to implement the Phase 2 and Full Field Development Projects. Refer
to Rule 4-10(a)(17)(iv) and (a)(26) of Regulation S-X.
Disclosure of Reserve Volumes and Reserve Values at November 1, 2021, page 48
12.We have read your response to prior comment 11 and note the revised narrative on page
47 includes the phrases “all or essentially all”, “may be considered to be undeveloped”,
and “for all practical purposes;” however, these do not provide a definitive statement of
the undeveloped status of the estimated probable and possible reserves.

We also note Table 1 on page 48 was not expanded to identify the probable and possible
reserves associated with the development phases as undeveloped. We re-issue the prior
comment.
13.We have read your response to prior comment 12 and note Table 1 on page 48 still
contains the arithmetic summation of information as various "Totals" relating to the
individual estimates from probable and possible reserve categories.

We also note the inclusion on page 47, “It is important to note that there are uncertainties
relating to the estimates of Probable and Possible reserves and to related estimates of
future cash flows. The estimates of reserves and future cash flows have not been adjusted
for these uncertainties and therefore they may not be comparable with each other and
should not be summed arithmetically with each other.” does not fully describe the
uncertainty associated with the probable and possible reserve categories. Refer to the
disclosure requirements in 1202(a)(5) of Regulation S-K, the definitions in Rule 4-
10(a)(17) and (18) of Regulation S-X, and Question 105.01 in our Compliance and
Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules and Items 1202(a)(1)

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 October 5, 2022 Page 5
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
October 5, 2022
Page 5
and (a)(2) of Regulation S-K. We re-issue the prior comment.
14.We note the figures shown in Table 1 on page 48 for the undiscounted net cash flows and
the net cash flows discounted at 10% relating to the P3 Incremental Possible reserves for
Phase 1 and Phase 2, and the P2 Probable (P50) and P3 Incremental Possible reserves for
the Entire Project appear to be inconsistent with the comparable figures shown in Exhibits
99.1 and 99.2. Please revise the disclosure to resolve these inconsistencies or tell us why
revisions are not needed.
15.We have read your response to prior comment 13 and the note included on page 45, “it is
assumed here that 6 BCFG is 1 million barrels of oil-equivalent gas.” Please consider
using a more conventional description for determing the equivalency, such as “the
conversion rate used is 6.0 Mcf per 1 barrel of oil equivalence (BOE).” Please revise your
disclosure and include a similar note/footnote to Table 1 on page 48, and replace the use
of “BOEG or barrel of oil equivalent gas” throughout your filing with “BOE or barrel of
oil equivalent.” Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.
Management, page 49
16.Please revise to disclose all information required by Item 401(e) of Regulation S-K.  For
example, it appears that Frank Ingriselli also serves as a director of Elephant Oil Corp.
Principal Stockholders, page 59
17.Please revise to disclose any material terms of the escrow agreements with GencapFund I
LLC and Primal Nutrition Inc.
Exhibits
18.We note your response to prior comment 15; however, we could not locate the note
payable to Trio Petroleum LLC. Please advise. Also, please file an executed copy of
the Securities Purchase Agreement with GPL Ventures, LLC.
19.The disclosures in Exhibits 99.1 and 99.2 do not appear to address all of the reserve report
requirements pursuant to Item 1202(a)(8) of Regulation S-K. Please obtain and file a
revised reserves report to include disclosure addressing the following points:
•The purpose for which the report was prepared, e.g. for inclusion as an exhibit in a
filing made with the U.S. Securities and Exchange Commission (Item 1202(a)(8)(i))
for Exhibit 99.2.
•The effective date of the reserve reports should be revised to “as of the end of the
evaluation period”; e.g. as of October 31, 2021, to correlate with the unweighted
arithmetic average of the first-day-of-the-month historical prices starting November
1, 2020 and ending October 1, 2021 (Item 1202(a)(8)(ii)).
•The date on which the reports were completed (Item 1202(a)(ii)).
•The proportion of the registrant’s total reserves covered by the reports (Item
1202(a)(8)(iii)).

 FirstName LastNameFrank Ingriselli
 Comapany NameTrio Petroleum Corp.
 October 5, 2022 Page 6
 FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
October 5, 2022
Page 6
•A statement that the assumptions, data, methods, and procedures are appropriate for
the purpose served by the reports (Item 1202(a)(8)(iv)).
•The average realized prices by product for the reserves included in the reports as part
of the discussion of primary economic assumptions (Item 1202(a)(8)(v)).
•Expanded discussion to address the uncertainty associated with the reserve categories
of probable and possible reserves included in the reports to comply with Item
1202(a)(5) of of Regulation S-K and the definitions in Rule 4-10(a)(17) and (18) of
Regulation S-X (Item 1202(a)(8)(vii)).
•A statement that the third party has used all methods and procedures as it considered
necessary under the circumstances to prepare the reports (Item 1202(a)(8)(viii)).
•Clarification that the probable and possible reserves volumes included in the reports
are undeveloped. The information in the reserve report should correlate with the
disclosure of undeveloped probable and possible reserves in the Registration
Statement to comply with Items 1202(a)(1) and (a)(2) of Regulation S-K (Item
1202(a)(8)(ix)).
20.The revised reserves reports should also address the following points:
•We note the reserves reports use various terms related to proved, probable and
possible reserves based on Rule 4-10(a) of Regulation S-X and/or the Petroleum
Resoources Management System (SPE-PRMS), e.g. Proved (P90); 2P, Probable
(P50); and 3P, Incremental Possible (P10). Please consider including a Glossary of
Terms with each reserve report to define proved, probable, possible, 2P/P50, 3P/P10,
development project, and any other terms. In conjunction with these revisions, also
consider including a Glossary of Terms within your Registration Statement.
•Since the reserve reports are referenced in a filing made with the SEC pursuant to
Item 1202(a)(8) of Regulation, please revise disclosure in the reserve reports to
remove language that limits the distribution of the reports to an exclusiv

CORRESP
1
filename1.htm

September
12, 2022

VIA
EDGAR AND EMAIL

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Liz
    Packebusch

    Laura
    Nicholson

    John
    Hodgin

    Sandra
    Wall

    Steve
    Lo

    Craig
    Arakawa

 Re: Trio
                                            Petroleum Corp.

                                            Draft Registration Statement on Form S-1

                                            Submitted March 17, 2022

                                            CIK No. 0001898766

Dear
Ms. Packebusch:

This letter responds to the correspondence from
the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated April
13, 2022 (the “Comment Letter”) providing comments on the above-referenced Draft Registration Statement on Form S-1
(DRS), submitted March 17, 2022 (the “DRS”) by Trio Petroleum Corp., a Delaware corporation (the “Company”).

The Company today filed via EDGAR
its non-confidential Registration Statement on Form S-1 (the “S-1”). We will separately provide you with a
courtesy copy of the S-1 that is redlined against the DRS. The remainder of this letter responds to the Staff’s
comments on the DRS, which are set forth below along with our responses on behalf of the Company. We trust you shall deem the
contents of this transmittal letter responsive to your comment letter. For convenience, the Staff’s comments are repeated below
in bold, followed by the Company’s response to each comment as well as a summary of the responsive actions taken. We have included
page numbers to refer to the location in the S-1, submitted on the date hereof, where the revised language addressing a particular
comment appears.

Draft
Registration Statement on Form S-1 submitted March 17, 2022

Prospectus
Summary, page 3

 1. We
                                            note your disclosure that Measure Z, if upheld by California’s Supreme Court, may increase
                                            regulations in Monterey County and materially affect your business. Please revise to describe
                                            Measure Z and to clarify how it would materially affect your business, if upheld.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on pages 7 and 43 of the S-1
to describe Measure Z and clarify how Measure Z would materially affect the Company’s business if upheld by the California
Supreme Court.

Risk
Factors, page 12

 2. We
                                            note your disclosure on page 24 that your certificate of incorporation and bylaws will identify
                                            the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation.
                                            Please reconcile such disclosure with the risk factor caption that refers to “state
                                            or federal court located within the state of Delaware” as the exclusive forum for certain
                                            claims. We also note your disclosure that the provision would not apply to actions arising
                                            under federal securities laws, including suits brought to enforce any liability or duty created
                                            by the Securities Act, the Exchange Act, or the rules and regulations thereunder. Please
                                            revise to clarify whether you are referring to the exclusive forum provisions set forth in
                                            both your certificate of incorporation and your bylaws.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 24 of the S-1 to revise its risk factor
caption to refer to the Court of Chancery of the State of Delaware as the exclusive forum for certain claims. In addition, the Company
has revised its disclosure to clarify that the sentence talking about the “provision [that] would not apply” is referring
to the exclusive forum provision set forth in the Company’s Certificate of Incorporation and Bylaws.

Business

Description of Oil and Gas Property and Current Operations, page 45

 3. Expand
                                            your disclosure to provide the number of net productive and dry development and exploratory
                                            wells drilled during each of the last three fiscal years. Refer to Item 1205 of Regulation
                                            S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 45 of the S-1 to clarify that there have
been no net productive or dry development and exploratory wells drilled during any of the last three fiscal years.

 4. Please
                                            expand the description of your oil and gas property to separately disclose the total gross
                                            and net developed and undeveloped acreage amounts. Refer to Items 1208(a), 1208(b) and the
                                            definitions in Item 1208(c) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 45 of the S-1 to disclose the total gross
and net developed and undeveloped acreage amounts.

 5. Your
                                            filing identifies six existing wells on your leases. Please expand your disclosure to provide
                                            the total number of gross and net productive wells on your acreage. Refer to Item 1208(a)
                                            and the definitions in Item 1208(c) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 45 of the S-1 to provide the total number
of gross and net productive wells on its acreage.

Evaluation
and Review of Hydrocarbons In-Place, Reserves, and Net Revenue, page 46

 6. You
                                            disclose that KLS Petroleum Consulting LLC (“KLSP”) prepared a third party report
                                            entitled “Reserves Attributable to Trio Petroleum Corp South Salinas Area for Development
                                            Plans Phases 1 and 2” and a parallel and related analysis prepared by KLSP for the
                                            entire project. Please expand the disclosure under Experts on page 78 to acknowledge your
                                            third party engineering firm, obtain and file a copy of your third party’s reserve
                                            reports and their consent as exhibits to the Registration Statement on Form S-1. Refer to
                                            Item 1202(a)(8) of Regulation S-K, the disclosure requirements for the reserves report pursuant
                                            to Items 1202(a)(8)(i) through (x) of Regulation S-K, and Item (601)(b)(23) of Regulation
                                            S-K regarding consents, respectively.

Response:
In response to the Staff’s comment, the Company has expanded its
disclosure on page 76 of the S-1 to include disclosure acknowledging KLSP as an expert. The Company hereby advises the Staff it has filed
as exhibits to the Registration Statement the reserve reports prepared by KLSP and also KLSP’s consent to use these reports.

 7. Please
                                            expand the description of the evaluation of your reserves to discuss the internal controls
                                            used by Trio Petroleum Corporation in its reserves estimation effort and disclose the qualifications
                                            of the technical person within Trio Petroleum Corporation primarily responsible for overseeing
                                            the preparation of the reserves estimates. Refer to Item 1202(a)(7) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 46 of the S-1 to discuss the internal
controls used in the reserve estimation effort, and disclosed how Terry B. Eschner, the Company’s president, has the technical
qualifications to oversee effective internal control throughout this process.

 8. Please
                                            expand your disclosure to provide a general discussion of the technologies used to establish
                                            the appropriate level of certainty for your reserves estimates. Refer to Item 1202(a)(6)
                                            of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 46 of the S-1 to provide a general discussion
of the technologies used to establish the appropriate level of certainty for its reserve estimates.

Disclosure
of Original Hydrocarbons In-Place at November 1, 2021, page 47

 9. We
                                            note that you disclose estimates of the net quantities of hydrocarbons in-place, e.g. OOIP
                                            and OGIP, and acknowledge on page 47 that these estimates are “not reserves.”
                                            The Instruction to Item 1202 of Regulation S-K generally prohibits disclosure in any document
                                            publicly filed with the Commission of estimates of oil or gas resources other than reserves,
                                            while Item 1201(c) of Regulation S-K indicates that any estimates disclosed should conform
                                            to the definitions set forth in Rule 4-10(a) of Regulation S-X. If your estimates do not
                                            meet the reserve definitions under Rule 4-10(a) of Regulation S-X, such disclosures, along
                                            with your disclosure of the estimates of the net quantities of hydrocarbons in-place presented
                                            throughout the Registration Statement on Form S-1 should be removed.

Response:
In response to the Staff’s comment, the Company has revised its disclosure throughout the S-1 to remove references to disclosures
of net quantities of hydrocarbons in-place for its oil or gas resources other than reserves.

Disclosure
of Reserve Volumes and Reserve Values at November 1, 2021, page 48

 10. Please
                                            expand your discussion to disclose the total number of wells, the related activities including
                                            the permits and infrastructure required, timing and dollar amounts of expenditures attributed
                                            to the full field development, e.g. the Entire Project. Refer to Rule 4-10(a)(26) of Regulation
                                            S-X.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 47 of the S-1 to disclose the total number
of wells, the related activities including the permits and infrastructure required, timing and dollar amounts of expenditures attributed
to the full field development.

 11. Please
                                            expand the tabular presentation of probable and possible reserves, by individual product
                                            type, to additionally provide the net quantities of these reserves that are developed and
                                            undeveloped as of November 1, 2021 for each of the development phases that you disclose.
                                            Refer to Item 1202(a)(2) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 48 of the S-1 to clarify at all
reserves in the aforementioned table may be considered undeveloped as of November 1, 2021.

 12. Please
                                            revise the tabular presentation provided on page 49 and the disclosures presented throughout
                                            the Registration Statement on Form S-1 to remove the arithmetic summation of information
                                            relating to the individual estimates from probable and possible reserve categories. Additionally,
                                            expand your disclosure to include a discussion of the uncertainty relating to your probable
                                            and possible reserves and incorporate the appropriate cautionary language indicating such
                                            estimates and the related future cash flows have not been adjusted for risk due to that uncertainty,
                                            and therefore they may not be comparable with each other and should not be summed arithmetically
                                            with each other. Refer to Item 1202(a)(5) of Regulation S-K and to question 105.01 in the
                                            Compliance and Disclosure Interpretations (“C&DIs”) regarding Oil and Gas
                                            Rules.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 47 of the S-1 to discuss the uncertainty
related to probable and possible reserves, and incorporated cautionary language indicating such estimates and the related future cash
flows have not been adjusted for risk due to that uncertainty, and therefore they may not be comparable with each other and should not
be summed arithmetically with each other. In addition, the Company has revised its disclosure throughout the S-1 to remove arithmetic
summation of information relating to individual estimates from probable and possible reserve categories.

 13. If
                                            you disclose the estimated net quantities of your probable and possible reserves in terms
                                            of a product in barrels of equivalent, then expand your disclosure to provide the basis for
                                            such equivalency. Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on page 47 of the S-1 to discuss the basis for
its disclosure of estimated net quantities of probable and possible reserves in terms of a product in barrels equivalent.

Principal
Stockholders, page 59

 14. We
                                            note your disclosure in note 7 to the table on page 60 that certain of the shares held by
                                            Stan Eschner were issued pursuant to an escrow agreement with Trio Petroleum Corp. Please
                                            revise to disclose any material terms of such escrow agreement.

Response:
In Response to the Staff’s comment, the Company has revised its disclosure on page 59 of the S-1 to clarify that
Mr. Eschner did not receive shares pursuant to an escrow agreement, and that only GencapFund I LLC and Primal Nutrition Inc. did.

Exhibits

 15. Please
                                            file the following agreements as exhibits, or tell us why you do not believe they are required
                                            to be filed:

 ● the
                                            Purchase and Sale Agreement with Trio Petroleum, LLC;

 ● the
                                            note payable to Trio Petroleum LLC, and any amendments to such agreement;

 ● agreements
                                            relating to the registrant’s leases described on

United States securities and exchange commission logo
April 13, 2022
Frank C. Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re:Trio Petroleum Corp.
Draft Registration Statement on Form S-1
Submitted March 17, 2022
CIK No. 0001898766
Dear Mr. Ingriselli:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted March 17, 2022
Prospectus Summary, page 3
1.We note your disclosure that Measure Z, if upheld by California’s Supreme Court, may
increase regulations in Monterey County and materially affect your business.  Please
revise to describe Measure Z and to clarify how it would materially affect your business,
if upheld.
Risk Factors, page 12
2.We note your disclosure on page 24 that your certificate of incorporation and bylaws will
identify the Court of Chancery of the State of Delaware as the exclusive forum for certain
litigation. Please reconcile such disclosure with the risk factor caption that refers to "state

 FirstName LastNameFrank C. Ingriselli
 Comapany NameTrio Petroleum Corp.
 April 13, 2022 Page 2
 FirstName LastNameFrank C. Ingriselli
Trio Petroleum Corp.
April 13, 2022
Page 2
or federal court located within the state of Delaware" as the exclusive forum for certain
claims. We also note your disclosure that the provision would not apply to actions arising
under federal securities laws, including suits brought to enforce any liability or duty
created by the Securities Act, the Exchange Act, or the rules and regulations
thereunder. Please revise to clarify whether you are referring to the exclusive forum
provisions set forth in both your certificate of incorporation and your bylaws.
Business
Description of Oil and Gas Property and Current Operations, page 45
3.Expand your disclosure to provide the number of net productive and dry development and
exploratory wells drilled during each of the last three fiscal years. Refer to Item 1205 of
Regulation S-K.
4.Please expand the description of your oil and gas property to separately disclose the total
gross and net developed and undeveloped acreage amounts. Refer to Items 1208(a),
1208(b) and the definitions in Item 1208(c) of Regulation S-K.
5.Your filing identifies six existing wells on your leases. Please expand your disclosure to
provide the total number of gross and net productive wells on your acreage. Refer to Item
1208(a) and the definitions in Item 1208(c) of Regulation S-K.
Evaluation and Review of Hydrocarbons In-Place, Reserves, and Net Revenue, page 46
6.You disclose that KLS Petroleum Consulting LLC ("KLSP") prepared a third party report
entitled "Reserves Attributable to Trio Petroleum Corp South Salinas Area for
Development Plans Phases 1 and 2" and a parallel and related analysis prepared by KLSP
for the entire project. Please expand the disclosure under Experts on page 78 to
acknowledge your third party engineering firm, obtain and file a copy of your third party's
reserve reports and their consent as exhibits to the Registration Statement on Form S-1.
Refer to Item 1202(a)(8) of Regulation S-K, the disclosure requirements for the reserves
report pursuant to Items 1202(a)(8)(i) through (x) of Regulation S-K, and Item
(601)(b)(23) of Regulation S-K regarding consents, respectively.
7.Please expand the description of the evaluation of your reserves to discuss the internal
controls used by Trio Petroleum Corporation in its reserves estimation effort and disclose
the qualifications of the technical person within Trio Petroleum Corporation primarily
responsible for overseeing the preparation of the reserves estimates. Refer to Item
1202(a)(7) of Regulation S-K.
8.Please expand your disclosure to provide a general discussion of the technologies used to
establish the appropriate level of certainty for your reserves estimates. Refer to Item
1202(a)(6) of Regulation S-K.
Disclosure of Original Hydrocarbons In-Place at November 1, 2021, page 47
9.We note that you disclose estimates of the net quantities of hydrocarbons in-place, e.g.

 FirstName LastNameFrank C. Ingriselli
 Comapany NameTrio Petroleum Corp.
 April 13, 2022 Page 3
 FirstName LastName
Frank C. Ingriselli
Trio Petroleum Corp.
April 13, 2022
Page 3
OOIP and OGIP, and acknowledge on page 47 that these estimates are “not reserves.”
 The Instruction to Item 1202 of Regulation S-K generally prohibits disclosure in any
document publicly filed with the Commission of estimates of oil or gas resources other
than reserves, while Item 1201(c) of Regulation S-K indicates that any estimates disclosed
should conform to the definitions set forth in Rule 4-10(a) of Regulation S-X. If your
estimates do not meet the reserve definitions under Rule 4-10(a) of Regulation S-X, such
disclosures, along with your disclosure of the estimates of the net quantities of
hydrocarbons in-place presented throughout the Registration Statement on Form S-1
should be removed.

Disclosure of Reserve Volumes and Reserve Values at November 1, 2021, page 48
10.Please expand your discussion to disclose the total number of wells, the related activities
including the permits and infrastructure required, timing and dollar amounts of
expenditures attributed to the full field development, e.g. the Entire Project. Refer to Rule
4-10(a)(26) of Regulation S-X.
11.Please expand the tabular presentation of probable and possible reserves, by individual
product type, to additionally provide the net quantities of these reserves that are developed
and undeveloped as of November 1, 2021 for each of the development phases that you
disclose. Refer to Item 1202(a)(2) of Regulation S-K.
12.Please revise the tabular presentation provided on page 49 and the disclosures presented
throughout the Registration Statement on Form S-1 to remove the arithmetic summation
of information relating to the individual estimates from probable and possible reserve
categories. Additionally, expand your disclosure to include a discussion of the uncertainty
relating to your probable and possible reserves and incorporate the appropriate cautionary
language indicating such estimates and the related future cash flows have not been
adjusted for risk due to that uncertainty, and therefore they may not be comparable with
each other and should not be summed arithmetically with each other. Refer to Item
1202(a)(5) of Regulation S-K and to question 105.01 in the Compliance and Disclosure
Interpretations (“C&DIs”) regarding Oil and Gas Rules.
13.If you disclose the estimated net quantities of your probable and possible reserves in terms
of a product in barrels of equivalent, then expand your disclosure to provide the basis for
such equivalency. Refer to Instruction 3 to Item 1202(a)(2) of Regulation S-K.
Principal Stockholders, page 59
14.We note your disclosure in note 7 to the table on page 60 that certain of the shares held by
Stan Eschner were issued pursuant to an escrow agreement with Trio Petroleum Corp.
Please revise to disclose any material terms of such escrow agreement.

 FirstName LastNameFrank C. Ingriselli
 Comapany NameTrio Petroleum Corp.
 April 13, 2022 Page 4
 FirstName LastName
Frank C. Ingriselli
Trio Petroleum Corp.
April 13, 2022
Page 4
Exhibits
15.Please file the following agreements as exhibits, or tell us why you do not believe they are
required to be filed:

•the Purchase and Sale Agreement with Trio Petroleum, LLC;
•the note payable to Trio Petroleum LLC, and any amendments to such agreement;
•agreements relating to the registrant's leases described on page F-15; and
•the Securities Purchase Agreement with GPL Ventures, LLC described on page F-17,
and any related promissory notes.

Refer to Item 601(b)(2) and Item 601(b)(10) of Regulation S-K.
General
16.Certain of your disclosures appear to refer to the South Salinas Project as an
approximately 8,600 acreage property, while other disclosures refer to the "10,000-acre
South Salinas Project." Please reconcile or advise.
17.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding comments on the
financial statements and related matters.  You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with questions
regarding the engineering comments. Please contact Liz Packebusch, Staff Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Cohen