Trio
Petroleum Corp.
23823
Malibu Road, Suite 304
Malibu,
CA 90265
May
11, 2026
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Energy and Transportation
100
F Street, NE
Washington,
D.C. 20549
Attn:
Cheryl Brown
| |
Re: |
Trio Petroleum Corp |
| |
|
Application
For Withdrawal on Form RW for |
| |
|
Registration
Statement on Form S-1 |
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File
No. 333-280816 |
Dear
Ms. Brown:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Trio Petroleum Corp (the “Company”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of
the Company’s Registration Statement on Form S-1 (File No. 333-280816), together with the exhibits thereto, which was filed initially
filed with the Commission on July 15, 2024 (the “Registration Statement”), as of the date hereof or at the earliest practicable
date hereafter.
The
Company is requesting the withdrawal of the Registration Statement because the Company has determined at this time not to proceed with
the offering contemplated in the Registration Statement. As the Registration Statement was never declared effective, no securities were
sold in connection with the offering contemplated in the Registration Statement. Accordingly, withdrawal of the Registration Statement
is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.
The
Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the
filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for the filing of
any future registration statements.
If
you have any questions regarding this request, please contact Scott M. Miller, Ellenoff, Grossman & Schole LLP, at (212) 370-1300.
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Very
truly yours, |
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|
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/s/
Robin Ross |
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Robin
Ross, Chief Executive Officer |
cc:
Scott M. Miller, Ellenoff Grossman & Schole LLP
