TRIO Corp (TPET) narrows ATM capacity to $1.282M after prior $22.9M sales

Rhea-AI Filing Summary

Trio Corp files Amendment No. 9 to its prospectus supplement to update an at-the-market offering capacity of up to $1,282,000 of common stock. This amendment follows prior ATM amendments and reduces the remaining capacity under the existing ATM program after prior sales.

The company states it previously sold $22,925,309 of common stock under the ATM Agreement and that it has sold 25,603,230 shares pursuant to General Instruction I.B.6 in the past 12 months. The filing reports a public float of $72,622,239 based on 37,242,174 shares held by non-affiliates as of April 9, 2026, using a closing price of $1.95 per share on March 3, 2026. The last reported sale price on NYSE American was $0.608 per share on April 8, 2026. Sales will be made through Ladenburg Thalmann under the ATM Agreement; cash-flow treatment follows standard ATM proceeds to the issuer.

Insights

Capital Markets Analyst

Amendment narrows remaining ATM capacity to a small $1.282M pool under General Instruction I.B.6.

The amendment updates available at-the-market capacity after prior ATM sales totaling $22,925,309. It cites General Instruction I.B.6 limits tied to public float and confirms sales are through Ladenburg Thalmann as sales agent.

Key dependencies include the referenced public float calculation ($72,622,239) and the one‑third-of-public‑float cap; subsequent filings will show any further ATM activity.

Securities Registration Specialist

Procedural update to the S-3/ATM program; no new financing terms disclosed.

The amendment amends the Amended ATM Prospectus Supplement and the base Form S-3 registration (File No. 333-281813) to reflect the updated maximum offering amount of $1,282,000 under the ATM Agreement dated January 9, 2026.

Sales methods are standard for ATMs (exchange sales, market‑maker transactions, negotiated trades); the Sales Agent has no obligation to sell a specific amount.

Key Figures

Remaining ATM capacity: $1,282,000 Prior ATM sales (aggregate): $22,925,309 Shares sold in prior 12 months: 25,603,230 shares +4 more

7 metrics

Remaining ATM capacity $1,282,000 aggregate offering price available after Amendment No. 9

Prior ATM sales (aggregate) $22,925,309 aggregate sales pursuant to the ATM Agreement prior to this amendment

Shares sold in prior 12 months 25,603,230 shares sold pursuant to General Instruction I.B.6 during the prior 12-month period

Public float $72,622,239 aggregate market value of outstanding shares held by non‑affiliates as of April 9, 2026

Non-affiliate shares 37,242,174 shares shares held by non‑affiliates used to calculate public float as of April 9, 2026

Price used for float calc $1.95/share closing price on March 3, 2026 used to compute public float

Last reported sale price $0.608/share last sale price on NYSE American reported on April 8, 2026

Key Terms

At Market Issuance Sales Agreement (ATM Agreement), General Instruction I.B.6, public float

3 terms

At Market Issuance Sales Agreement (ATM Agreement) regulatory

"we entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann"

General Instruction I.B.6 regulatory

"Pursuant to General Instruction I.B.6, in no event will we sell shares"

public float market

"aggregate market value of our outstanding shares of common stock held by non-affiliates"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Offering Details

ATM

Offering

Offering Type ATM

Filed Pursuant to Rule 424(b)(5)

Registration Statement 333-281813

AMENDMENT NO. 9 TO

PROSPECTUS SUPPLEMENT

(Dated January 9, 2026)

(To Prospectus dated September 10, 2024)

TRIO PETROLEUM CORP

Up to $1,282,000 of Common Stock

This Amendment No. 9 to Prospectus Supplement (this “Amendment No. 9”) 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”), Amendment No. 4 to Prospectus Supplement dated March 10, 2026 (“Amendment No. 4”), Amendment No. 5 to Prospectus Supplement dated March 30, 2026 (“Amendment No. 5”), Amendment No. 6 to Prospectus Supplement dated April 6, 2026 (“Amendment No. 6”), Amendment No. 7 to Prospectus Supplement dated April 7, 2026 (“Amendment No. 7”), and Amendment No. 8 to the Prospectus Supplement, dated April 8, 2026 (“Amendment No. 8,” and collectively with the Original ATM Prospectus Supplement and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7, the “Amended ATM Prospectus Supplement”). This Amendment No. 9 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. 9 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 $22,926,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 9, we have sold an aggregate of $22,925,309 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 April 8, 2026, the last sale price of our common stock as reported on the NYSE American was $0.608 per share.

We are filing this Amendment No. 9 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. 9 we may offer and sell shares of common stock having an aggregate offering price of up to $1,282,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of $22,925,309 that were sold pursuant to the Amended ATM Prospectus Supplement prior to the filing of this Amendment No. 9.

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 $72,622,239, based on 37,242,174 shares of our outstanding common stock held by non-affiliates as of April 9, 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. 9. 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. 9, 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. 9, we have sold 25,603,230 shares of our common stock for a total of $22,925,309, 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. 9, 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. 9, 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. 9, 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. 9, or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann & Co. Inc.

The date of this Amendment No. 9 to ATM Prospectus Supplement is April 10, 2026

FAQ

What ATM capacity does TRIO Corp (TPET) have after Amendment No. 9?

TRIO Corp may offer up to $1,282,000 of common stock under the amended ATM prospectus supplement. This amount reflects limits imposed by General Instruction I.B.6 and the company’s current public float calculation.

How much has TPET already sold under the ATM agreement?

TRIO Corp previously sold $22,925,309 of common stock under the ATM Agreement. The filing states these sales occurred prior to Amendment No. 9 under the existing Amended ATM Prospectus Supplement.

What public float and share counts does the filing report for TPET?

The filing reports a public float of $72,622,239 based on 37,242,174 shares held by non‑affiliates as of April 9, 2026. The float was calculated using a $1.95 closing price on March 3, 2026.

Who is the sales agent and what sales methods are permitted under the ATM?

The sales agent is Ladenburg Thalmann & Co. Inc.. Permitted methods include exchange sales on NYSE American, market‑maker transactions off‑exchange, and negotiated transactions at prevailing market prices.

Does the Sales Agent guarantee any amount of share sales for TPET?

No. The Sales Agent will use commercially reasonable efforts to sell shares requested by the issuer but is not required to sell any specific number or dollar amount of shares.