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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 3, 2025
| Trio
Petroleum Corp |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-41643 |
|
87-1968201 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
23823
Malibu Road, Suite 304
Malibu,
CA 90265
(661)
324-3911
(Address
and telephone number, including area code, of registrant’s principal executive offices)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
TPET |
|
The
NYSE American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.01. Completion of Acquisition or Disposition of Assets
As
reported in a Current Report on Form 8-K filed by Trio Petroleum Corp, a Delaware corporation (the “Company”), filed with
the Securities and Exchange Commission on October 27, 2025 (the October 27th Form 8-K”), effective as of August 20,
2025, the “Company entered into an Asset Purchase Agreement (the “APA”) with Trio Petroleum Canada, Corp., an Alberta,
Canada corporation and a wholly owned subsidiary of the Company (the “Buyer”), and Capital Land Services Ltd., a corporation
incorporated under the Province of Alberta (the “Seller”), pursuant to which, subject to the terms and conditions set forth
in the APA, the Buyer agreed to acquire certain assets and the assignment of certain leases and rights of Seller relating to Seller’s
oil and gas business, including contracts, permits mineral leases and registrations for working interests in petroleum and natural gas
and mineral rights located in the County of Vermilion of River (formerly known as the Municipal District of Wellington No. 481) (collectively,
the “Assets”), free and clear of any liens other than certain Permitted Encumbrances (as such term is defined in the APA)
for a total purchase price of (i) CD$150,000 in cash and (ii) the issuance to the Seller of restricted shares (the “Shares”)
of common stock, par value US$0.0001 per share (the “Common Stock”), of the Company, having an aggregate value of CD$150,000
(the “Purchase Price”). For more information on the terms and conditions of the APA, see the October 27th Form
8-K and a copy of the APA, which is attached as Exhibit 10.1 thereto.
On
November 3, 2025, a closing of the transactions contemplated under the APA was completed (the “Closing”). At the Closing,
the Buyer acquired the Assets from the Seller, with certain wells associated therewith being acquired by the Buyer out of a receivership.
The Company/Buyer, as a result of certain regulatory matters and in order to reduce the amount of security deposits required to license
the applicable oil and gas wells in Alberta from the Alberta Energy Regulator (“AER”), and because the AER requires a licensee
to maintain a defined presence in Alberta, arranged to have all applicable licenses transferred to Novacor Exploration Ltd. (“Novacor”),
an experienced operator who the Company/Buyer has an existing commercial relationship, having previously acquired certain assets from
Novacor, and Novacor utilizes the Seller as its AER agent. In order to compensate the Seller for its services as AER agent, the Company/Buyer
granted the Seller a 1% gross overriding royalty with respect to the mineral rights, for as long as the Seller continues to provide services
as AER agent.
In
connection with the acquisition of the Assets, the Buyer paid the Seller CD$150,000, in cash, and the Company issued to the Seller 104,227
restricted shares of its common stock, par value US$0.0001 per share.
Item 3.02. Unregistered Sale of Equity Securities
See the information on the sale of restricted shares of common stock of the Company in Item 2.01 above. The Company issued the shares of common stock to the Seller in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item
7.01 Regulation FD.
On
November 4, 2025, the Company issued a press release describing the closing of the transactions contemplated under the APA. A copy of
the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for
any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act, or the Securities Exchange Act
of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated November 4, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Trio
Petroleum Corp |
| |
|
|
| Date:
November 4, 2025 |
By: |
/s/
Robin Ross |
| |
Name: |
Robin
Ross |
| |
Title: |
Chief
Executive Officer |
