Trio Petroleum Corp. Files S-1/A Amendment

TL;DR

Trio Petroleum Corp. filed an S-1/A. Keep an eye on this.

AI Summary

Trio Petroleum Corp. filed an S-1/A amendment on February 5, 2025, related to its registration statement. The company, incorporated in Delaware with a fiscal year ending October 31, operates in the crude petroleum and natural gas sector. Its principal business address is in Bakersfield, California.

Why It Matters

This filing indicates ongoing regulatory activity for Trio Petroleum Corp., which could impact its stock and future capital-raising efforts.

Risk Assessment

Risk Level: medium — S-1/A filings often relate to capital raises or significant corporate changes, which can introduce volatility.

Key Numbers

• 20250205 — Filing Date (Date the S-1/A amendment was filed.)
• 2024-10-31 — Fiscal Year End (The company's fiscal year concludes on this date.)

Key Players & Entities

• Trio Petroleum Corp. (company) — Filer of the S-1/A
• 0001898766 (company) — Central Index Key for Trio Petroleum Corp.
• DE (company) — State of Incorporation
• 1031 (company) — Fiscal Year End
• 5401 BUSINESS PARK, SUITE 115 (company) — Business Address
• BAKERSFIELD (company) — City of Business Address
• CA (company) — State of Business Address
• 93309 (company) — ZIP Code of Business Address
• (44)7581-192-515 (company) — Business Phone Number
• 333-280816 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — 1 shares of our common stock, par value $0.0001 per share (the "Shares") at an assumed
• $1.58 — at an assumed public offering price of $1.58 per share, which was the reported closi
• $0 — be equal to the price per Share, minus $0.0001, and the remaining exercise price
• $1.84 — rted sale price of our common stock was $1.84 per share. There is no established publ
• $150,000 — expenses related to the offering up to $150,000 for reimbursement of legal expenses and
• $200,000 — ber 31, 2024, we recorded approximately $200,000 in net revenues from our McCool Ranch O
• $213,204 — ar ended October 31, 2024, we generated $213,204 of revenues, reported a net loss of $9,
• $9,626,797 — 204 of revenues, reported a net loss of $9,626,797 and net cash used in operating activiti
• $3,840,744 — et cash used in operating activities of $3,840,744. For the year ended October 31, 2023, w
• $6,544,426 — ted no revenues, reported a net loss of $6,544,426 and net cash used in operating activiti
• $4,036,834 — et cash used in operating activities of $4,036,834. As of October 31, 2023 and 2024, we ha
• $10,446,882 — 2024, we had an accumulated deficit of $10,446,882 and $20,073,679 respectively. There is
• $20,073,679 — accumulated deficit of $10,446,882 and $20,073,679 respectively. There is substantial doub
• $2,000,000 — the Company would fund $200,000 of the $2,000,000 total purchase price in advance of HSO
• $25,000 — 2024, the Company funded an additional $25,000 resulting in a 2.25% working interest i

Filing Documents

• forms-1a.htm (S-1/A) — 3366KB
• ex1-1.htm (EX-1.1) — 133KB
• ex5-1.htm (EX-5.1) — 15KB
• ex10-35.htm (EX-10.35) — 240KB
• ex10-49.htm (EX-10.49) — 2KB
• ex10-50.htm (EX-10.50) — 8KB
• ex23-1.htm (EX-23.1) — 6KB
• ex107.htm (EX-FILING FEES) — 45KB
• forms-1_001.jpg (GRAPHIC) — 18KB
• forms-1_002.jpg (GRAPHIC) — 6KB
• ex23-1_001.jpg (GRAPHIC) — 16KB
• ex10-50_001.jpg (GRAPHIC) — 328KB
• ex10-50_002.jpg (GRAPHIC) — 582KB
• ex10-50_003.jpg (GRAPHIC) — 543KB
• ex10-50_004.jpg (GRAPHIC) — 703KB
• ex10-50_005.jpg (GRAPHIC) — 663KB
• ex10-50_006.jpg (GRAPHIC) — 671KB
• ex10-50_007.jpg (GRAPHIC) — 71KB
• ex10-50_009.jpg (GRAPHIC) — 133KB
• ex10-49_001.jpg (GRAPHIC) — 692KB
• ex10-49_002.jpg (GRAPHIC) — 108KB
• ex5-1_001.jpg (GRAPHIC) — 16KB
• 0001493152-25-005014.txt ( ) — 18929KB
• tpet-20241031.xsd (EX-101.SCH) — 59KB
• tpet-20241031_cal.xml (EX-101.CAL) — 53KB
• tpet-20241031_def.xml (EX-101.DEF) — 351KB
• tpet-20241031_lab.xml (EX-101.LAB) — 498KB
• tpet-20241031_pre.xml (EX-101.PRE) — 422KB
• forms-1a_htm.xml (XML) — 1603KB

RISK FACTORS

RISK FACTORS 20 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 36

USE OF PROCEEDS

USE OF PROCEEDS 37 CAPITALIZATION 38 MARKET FOR OUR COMMON STOCK 40 DIVIDEND POLICY 40

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41

BUSINESS

BUSINESS 51 MANAGEMENT 66 EXECUTIVE AND DIRECTOR COMPENSATION 72 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 81

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 79 DESCRIPTION OF OUR SECURITIES 86 PLAN OF DISTRIBUTION 91 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 94 LEGAL MATTERS 104 EXPERTS 104 WHERE YOU CAN FIND MORE INFORMATION 104 INDEX TO FINANCIAL STATEMENTS F-1 This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See "Risk Factors" and "Special Note Regarding Forward-Looking Statements." i ABOUT THIS PROSPECTUS The information contained in this prospectus is not complete and may be changed. You should rely only on the information provided in or incorporated by reference in this prospectus, or in a related free writing prospectus, or documents to which we otherwise refer you. We have not authorized anyone else to provide you with different information. We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any related free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any related free writing prospectus. This prospectus and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any related free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and any related free writing prospectus, if any, is accurate on any date subsequent to the date set forth on the front of such prospectus, even though this prosp

Business

Business Overview TPET is a California-based oil and gas exploration and development company headquartered in Bakersfield, California, with its principal executive offices located at 5401 Business Park South, Suite 115, Bakersfield, California 93309, and with operations in Monterey County, California, and Uintah County, Utah. The Company was incorporated on July 19, 2021, under the laws of Delaware to acquire, fund, and operate oil and gas exploration, development and production projects, initially focusing on one major asset in California, the South Salinas Project ("South Salinas Project"). We have had revenue-generating operations since the McCool Ranch Oil Field was restarted on February 22, 2024, and as of the fiscal year ended October 31, 2024, we recorded approximately $200,000 in net revenues from our McCool Ranch Oil Field. TPET was formed to initially acquire from Trio Petroleum LLC ("Trio LLC") an approximate 82.75% working interest, which was subsequently increased to an approximate 85.775% working interest, in the large, approximately 9,300-acre South Salinas Project that is located in Monterey County, California, and subsequently partner with certain members of Trio LLC's management team to develop and operate those assets. TPET holds an approximate 68.62% interest after the application of royalties ("net revenue interest") in the South Salinas Project. Trio LLC holds an approximate 3.8% working interest in the South Salinas Project. TPET and Trio LLC are separate and distinct companies. California is a significant part of TPET's geographic focus and we recently acquired a 22% working interest in the McCool Ranch Oil Field (the " McCool Ranch Oil Field ", "McCool Ranch Field" or "McCool Ranch") in Monterey County, California. TPET's interests extend beyond California, however, and we recently acquired an interest in the Asphalt Ridge Project in Uintah County, Utah. We may acquire additional assets both inside and outside of California and Utah.

View Full Filing

View this S-1/A filing on SEC EDGAR