TRIO Corp (TPET) reduces ATM capacity — $945K remains after $20.03M sold

Rhea-AI Filing Summary

TRIO Corp amends its Amended ATM Prospectus Supplement to adjust the remaining capacity under its at-the-market sales program. The company originally had the ability to sell up to $20,028,000 of common stock and has sold $20,027,510 under that program. After this Amendment No. 6, TRIO may offer and sell additional shares having an aggregate offering price of up to $945,000 through Ladenburg Thalmann & Co., subject to General Instruction I.B.6 to Form S-3.

The filing states TRIO's public float is $62,917,721, based on 32,265,498 shares held by non-affiliates as of April 2, 2026 and a closing price of $1.95 per share on March 3, 2026. It also discloses that 20,651,554 shares were sold pursuant to General Instruction I.B.6 during the prior 12-month period for total proceeds of $20,027,510. Sales may occur on the NYSE American or otherwise as "at the market" transactions; the sales agent has no obligation to sell any specific amount.

Insights

Equity Capital Markets Analyst

Amendment adjusts remaining ATM capacity to $945,000; prior sales nearly exhausted original limit.

The amendment documents that $20,027,510 of an original $20,028,000 ATM capacity has been sold, leaving a residual capacity of $945,000 under the Amended ATM Prospectus Supplement, per General Instruction I.B.6.

Execution depends on market conditions and the Sales Agent's commercially reasonable efforts; timing and actual sale amounts are not guaranteed. Subsequent filings will show any incremental sales and remaining capacity.

Securities Attorney

Filing reiterates compliance with Form S-3 General Instruction I.B.6 and public-float limits.

The Amendment restates the public float calculation: $62,917,721 based on 32,265,498 non-affiliate shares and a $1.95 price within the 60-day window, which anchors the available one-third-of-public-float ceiling while public float is under $75,000,000.

Qualifiers such as the Sales Agent's discretion and the at-the-market mechanics remain in place; any future sales will be governed by the ATM Agreement terms disclosed here.

Key Figures

Remaining ATM capacity: $945,000 Proceeds sold to date under ATM: $20,027,510 Original ATM capacity: $20,028,000 +5 more

8 metrics

Remaining ATM capacity $945,000 aggregate offering price available after Amendment No. 6

Proceeds sold to date under ATM $20,027,510 aggregate sales pursuant to the ATM Agreement

Original ATM capacity $20,028,000 aggregate offering price permitted under the ATM Agreement

Shares sold in prior 12 months 20,651,554 shares sold pursuant to General Instruction I.B.6 during the prior 12-month period

Public float (market value) $62,917,721 aggregate market value of shares held by non-affiliates as of April 2, 2026

Non-affiliate shares 32,265,498 shares shares of outstanding common stock held by non-affiliates as of April 2, 2026

Closing price used for public float $1.95 closing price on March 3, 2026 used in public float calculation

Last reported sale price $0.74 per share last sale price on NYSE American reported April 2, 2026

Key Terms

At Market Issuance Sales Agreement (ATM Agreement), General Instruction I.B.6, public float, at-the-market offering

4 terms

At Market Issuance Sales Agreement (ATM Agreement) financial

"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 with a value of more than one-third of our public float"

public float financial

"the 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.

at-the-market offering regulatory

"sales deemed to be an "at the market offering" as defined in Rule 415(a)(4)"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Offering Details

ATM

Offering

Offering Type ATM

Filed Pursuant to Rule 424(b)(5)

Registration Statement 333-281813

AMENDMENT NO. 6 TO

PROSPECTUS SUPPLEMENT

(Dated January 9, 2026)

(To Prospectus dated September 10, 2024)

TRIO PETROLEUM CORP

Up to $945,000 of Common Stock

This Amendment No. 6 to Prospectus Supplement (this “Amendment No. 6”) 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”), and Amendment No. 5 to Prospectus Supplement dated March 30, 2026 (“Amendment No. 5”, and collectively with the Original ATM Prospectus Supplement and Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the “Amended ATM Prospectus Supplement”). This Amendment No. 6 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. 6 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 $20,028,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 6, we have sold an aggregate of $20,027,510 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 2, 2026, the last sale price of our common stock as reported on the NYSE American was $0.74 per share.

We are filing this Amendment No. 6 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. 6 we may offer and sell shares of common stock having an aggregate offering price of up to $945,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of $20,027,510 that were sold pursuant to the Amended ATM Prospectus Supplement prior to the filing of this Amendment No. 6.

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 $62,917,721, based on 32,265,498 shares of our outstanding common stock held by non-affiliates as of April 2, 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. 6. 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. 6, 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. 6, we have sold 20,651,554 shares of our common stock for a total of $20,027,510, 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. 6, 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. 6, 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. 6, 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. 6, or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann & Co. Inc.

The date of this Amendment No. 6 to ATM Prospectus Supplement is April 6, 2026

FAQ

What does TRIO's Amendment No. 6 (TPET) change?

It updates the remaining ATM capacity to $945,000 and confirms prior sales totaling $20,027,510. The amendment recalculates available offering capacity under General Instruction I.B.6 to Form S-3.

How much has TRIO sold under the ATM program in the past 12 months?

20,651,554 shares were sold for total proceeds of $20,027,510 under General Instruction I.B.6 in the prior 12-month period. The filing ties these sales to the Form S-3 instruction.

What is TRIO's public float and how was it calculated?

Public float is stated as $62,917,721, based on 32,265,498 non-affiliate shares and a closing price of $1.95 per share on March 3, 2026. That price falls within the 60-day lookback required by the instruction.

Who is the sales agent and are sales guaranteed?

Ladenburg Thalmann & Co. Inc. is the Sales Agent. The agent will use commercially reasonable efforts but is not required to sell any specific number or dollar amount of shares.

Where may TRIO sell shares under the amended ATM?

Sales may be made directly on the NYSE American or any other trading market, to or through market makers off-exchange, or in negotiated transactions at prevailing market prices as defined in the filing.