Trio Corp (NYSE American: TPET) updates ATM to $6.485M capacity

Rhea-AI Filing Summary

Trio Corp amends its at-the-market prospectus supplement to set the remaining aggregate offering capacity at $6,485,000 of common stock pursuant to the ATM Agreement with Ladenburg Thalmann. The company previously sold $6,891,859 of common stock under the program, representing 9,254,648 shares sold in the prior 12-month period.

Trio states a public float of $40,133,713 based on March 3, 2026 and 20,372,443 shares held by non-affiliates at a closing price of $1.97. Pursuant to General Instruction I.B.6, sales will not exceed one-third of the public float in any 12-month period while public float is below $75,000,000.

Insights

Capital Markets Attorney

AMENDMENT clarifies available ATM capacity and reiterates S-3 resale limits.

The amendment restates that after prior sales of $6,891,859, the issuer may sell up to $6,485,000 of common stock under the Amended ATM Prospectus Supplement pursuant to the ATM Agreement with Ladenburg. It expressly ties available capacity to General Instruction I.B.6 limits.

Timing and methods permitted—direct exchange sales, market-maker trades, negotiated transactions—are listed; the filing preserves the Sales Agent's discretion and commercially reasonable efforts standard. Cash‑flow treatment is typical for an issuer-led ATM and proceeds flow to the company as stated.

Equity Capital Markets Analyst

Available ATM capacity is modest relative to public float; prior issuance already used material portion.

The excerpt shows prior sales of 9,254,648 shares raising $6,891,859 during the prior 12 months. Remaining aggregate offering price under this amendment is $6,485,000, with a public float of $40,133,713 as of March 3, 2026.

Actual issuance pace will depend on market trading and Ladenburg's sales activity; per the filing, sales will not exceed 33.33% of the public float in any 12-month period while float is under $75,000,000. Subsequent filings will report any additional sales.

Filed Pursuant to Rule 424(b)(5)

Registration Statement 333-281813

AMENDMENT NO. 2 TO

PROSPECTUS SUPPLEMENT

(Dated January 9, 2026)

(To Prospectus dated September 10, 2024)

TRIO PETROLEUM CORP

Up to $6,485,000 of Common Stock

This Amendment No. 2 to Prospectus Supplement (this “Amendment No. 2”) 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” and collectively with the Original ATM Prospectus Supplement, the “Amended ATM Prospectus Supplement”). This Amendment No. 2 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. 2 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 $6,892,000 from time to time through Ladenburg, acting as our sales agent or principal. As of the date of this Amendment No. 2, we have sold an aggregate of $6,891,859 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 3, 2026, the last sale price of our common stock as reported on the NYSE American was $1.97 per share.

We are filing this Amendment No. 2 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. 2 we may offer and sell shares of common stock having an aggregate offering price of up to $6,485,000 from time to time through Ladenburg, which does not include the shares of common stock having an aggregate sales price of $6,891,859 that were sold pursuant to the Amended ATM Prospectus Supplement prior to the filing of this Amendment No. 2.

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 $40,133,713, based on 20,372,443 shares of our outstanding common stock held by non-affiliates as of March 3, 2026 and a price of $1.97 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. 2. 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. 2, 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. 2, we have sold 9,254,648 shares of our common stock for a total of $6,891,859, 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. 2, 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 2, 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. 2, 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. 2, or the accompanying Prospectus. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann & Co. Inc.

The date of this Amendment No. 2 to ATM Prospectus Supplement is March 4, 2026

FAQ

What did Trio Corp (TPET) change in this Amendment No. 2?

The amendment sets remaining ATM capacity at $6,485,000, updating the Amended ATM Prospectus Supplement and reflecting prior ATM sales of $6,891,859.

How much common stock has Trio sold under the ATM program in the past 12 months?

Trio sold 9,254,648 shares for aggregate proceeds of $6,891,859 during the prior 12‑month period ending on the date of the amendment.

What is Trio's public float used to calculate ATM limits?

Public float is stated as $40,133,713, based on 20,372,443 shares held by non-affiliates and a closing price of $1.97 as of March 3, 2026.

What limit governs how much Trio can sell under the ATM?

Per General Instruction I.B.6, Trio will not sell more than one-third of its public float in any 12‑month period while public float is under $75,000,000.

Who is the sales agent and how will shares be sold?

Ladenburg Thalmann & Co. Inc. is the sales agent; sales may occur on the NYSE American, through market makers, or in negotiated transactions at prevailing market prices.