Trio Corp (TPET) leaves $1.01M available under ATM after $19.02M sold

Rhea-AI Filing Summary

Trio Corp files Amendment No. 5 to its ATM prospectus supplement updating the remaining at-the-market capacity. The Amendment states the company may offer up to $1,010,000 of common stock through Ladenburg Thalmann & Co. Inc. under the existing ATM Agreement.

The filing notes $19,016,726 of common stock were previously sold under the ATM program and that 19,202,455 shares were sold pursuant to General Instruction I.B.6 during the prior 12-month period. The company reports a public float of $60,091,978 based on 30,816,399 shares held by non-affiliates as of March 30, 2026 (using a closing price of $1.95 on March 3, 2026).

Insights

Capital Markets Analyst

ATM capacity trimmed to reflect prior sales; $1.01M remains available.

The Amendment clarifies remaining at-the-market offering capacity: up to $1,010,000 of common stock may be sold through the Sales Agent consistent with the ATM Agreement. It documents prior sales of $19,016,726 and the 12-month sales volume of 19,202,455 shares under General Instruction I.B.6.

Availability depends on public float constraints described verbatim as “in no event will we sell” more than one-third of public float in a 12-month period while public float is below $75,000,000. Subsequent transaction activity will be disclosed in future supplements or Form 424 filings.

Securities Compliance Attorney

Filing aligns with Form S-3 General Instruction I.B.6 and ATM mechanics.

The Amendment records the mechanics and limitations imposed by General Instruction I.B.6, including the public-float calculation method using non-affiliate shares and a 60-day price reference. It preserves the Sales Agents role to use commercially reasonable efforts without guaranteeing sales.

Material qualifiers are preserved verbatim: the one-third public float cap applies while public float is under $75,000,000. Cash-flow treatment and use of proceeds are not changed in this Amendment.

Filed Pursuant to Rule 424(b)(5)

Registration Statement 333-281813

AMENDMENT NO. 5 TO

PROSPECTUS SUPPLEMENT

(Dated January 9, 2026)

(To Prospectus dated September 10, 2024)

TRIO PETROLEUM CORP

Up to $1,010,000 of Common Stock

This Amendment No. 5 to Prospectus Supplement (this “Amendment No. 5”) amends and supplements our prospectus supplement dated January 9, 2026 (the “Original ATM Prospectus Supplement”), as amended by Amendment No. 1 to Prospectus Supplement dated March 3, 2026 (“Amendment No. 1”), Amendment No. 2 to Prospectus Supplement dated March 4, 2026 (“Amendment No. 2”), Amendment No. 3 to Prospectus Supplement dated March 5, 2026 (“Amendment No. 3”) and Amendment No. 4 to Prospectus Supplement dated March 10, 2026 (“Amendment No. 4”, and collectively with the Original ATM Prospectus Supplement and Amendment No. 1, Amendment No. 2, and Amendment No. 3, the “Amended ATM Prospectus Supplement”). This Amendment No. 5 should be read in conjunction with the Amended ATM Prospectus Supplement and the base prospectus included in our Shelf Registration Statement on Form S-3 initially filed with the Securities and Exchange Commission on August 28, 2024 and declared effective on September 10, 2024 (File No. 333-281813) (the “Prospectus”), and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Amended ATM Prospectus Supplement or the Prospectus. This Amendment No. 5 is not complete without, and may only be delivered or utilized in connection with, the Amended ATM Prospectus Supplement and the Prospectus, and any future amendments or supplements thereto.

On January 9, 2026, we entered into an At Market Issuance Sales Agreement (“ATM Agreement”), with Ladenburg Thalmann & Co. Inc. (“Ladenburg” or the “Sales Agent”)) relating to shares of our common stock, par value $0.0001 per share (the “common stock”), offered by the Amended ATM Prospectus Supplement. In accordance with the terms of the ATM Agreement and the Amended ATM Prospectus Supplement, we had the ability to sell shares of our common stock having an aggregate offering price of up to $19,018,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 5, we have sold an aggregate of $19,016,726 of shares of common stock pursuant to the ATM Agreement and the Amended ATM Prospectus Supplement.

Our common stock is listed on the NYSE American (the “NYSE American”) under the symbol “TPET.” On March 27, 2026, the last sale price of our common stock as reported on the NYSE American was $0.918 per share.

We are filing this Amendment No. 5 to the Amended ATM Prospectus Supplement to update the amount of shares of common stock we are eligible to sell under General Instruction I.B.6. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the ATM Agreement, after filing this Amendment No. 5 we may offer and sell shares of common stock having an aggregate offering price of up to $1,010,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of $19,016,726 that were sold pursuant to the Amended ATM Prospectus Supplement prior to the filing of this Amendment No. 5.

As of the date of this Amendment, the aggregate market value of our outstanding shares of common stock held by non-affiliates, also known as our public float, is $60,091,978, based on 30,816,399 shares of our outstanding common stock held by non-affiliates as of March 30, 2026 and a price of $1.95 per share, the closing price of our common stock on March 3, 2026, which is within 60 days of the date of this Amendment No. 5. Pursuant to General Instruction I.B.6, in no event will we sell shares of our common stock pursuant to the Amended ATM Prospectus Supplement and the Prospectus, as further amended by this Amendment No. 5, with a value of more than one-third of our public float in any 12-month period, so long as our public float is less than $75,000,000. As of the date of this Amendment No. 5, we have sold 19,202,455 shares of our common stock for a total of $19,016,726, pursuant to General Instruction I.B.6 to Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof.

Sales of our common stock, if any, under the Amended ATM Prospectus Supplement, as further amended by this Amendment No. 5, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE American, or any other existing trading market for our common stock, sales made to or through a market maker in a transaction consummated other than on an exchange, or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The Sales Agent is not required to sell any specific number or dollar amount of shares but will use commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, subject to the terms and conditions of the ATM Agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Investing in our securities involves a high degree of risk. You should read this Amendment No 5, the Amended ATM Prospectus Supplement, the accompanying Prospectus and the information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page S-9 of the Amended ATM Prospectus Supplement, as further Amended by this Amendment No. 5, and on page 14 of the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Amendment, the Amended ATM Prospectus Supplement, as further amended by this Amendment No. 5, or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann & Co. Inc.

The date of this Amendment No. 5 to ATM Prospectus Supplement is March 30, 2026

FAQ

What remaining ATM capacity does TPET have after Amendment No. 5?

Trio Corp may sell up to $1,010,000 of common stock under the Amended ATM Prospectus Supplement. This amount is the remaining aggregate offering price available through Ladenburg under the ATM Agreement after prior sales.

How much has TPET already sold under the ATM program?

Trio Corp reported prior ATM sales totaling $19,016,726. The filing states 19,202,455 shares were sold pursuant to General Instruction I.B.6 during the prior 12-month period ending on the Amendment date.

How was TPETs public float calculated in the Amendment No. 5 filing?

Public float was calculated as $60,091,978, based on 30,816,399 shares held by non-affiliates as of March 30, 2026 and a price of $1.95 per share (closing price on March 3, 2026), within the required 60-day lookback.

Who is the sales agent and what is their role for TPET's ATM?

Ladenburg Thalmann & Co. Inc. is the Sales Agent; it will use commercially reasonable efforts to sell shares at prevailing market prices. The Sales Agent is not required to sell any specific number or dollar amount of shares.

What sale methods are permitted under the Amended ATM Prospectus Supplement?

Sales may be made as at-the-market offerings on the NYSE American or other trading markets, to or through a market maker off-exchange, or in negotiated transactions at market-related prices, consistent with Rule 415(a)(4).