United States securities and exchange commission logo
December 6, 2022
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re: Trio Petroleum
Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed November 18,
2022
File No. 333-267380
Dear Frank Ingriselli:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 14, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed November 18,
2022
Business
Evaluation of Reserves and Net Revenue, page 46
1. Please expand the
statement in paragraph two on page 46 to additionally specify that the
reserves in the
Reserve Report filed as Exhibit 99.1 and the Reserve Supplement
Report filed as
Exhibit 99.2 and their determination are consistent with the definitions
found in Rule 4-10 of
SEC Regulation S-X (17 CFR part 210), and Subpart 1200 of
Regulation S-K.
Frank Ingriselli
FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
Comapany6,
December NameTrio
2022 Petroleum Corp.
December
Page 2 6, 2022 Page 2
FirstName LastName
Executive and Director Compensation, page 58
2. We note your response to prior comment 13. Please provide the
information required by
Item 402 of Regulation S-K with respect to all named executive
officers described in Item
402(m)(2). For example, it appears that Ron Bauer served as your chief
executive
officer during your fiscal year ended October 31, 2022. In this
regard, we note Mr. Bauer
signed the January 2022 Securities Purchase Agreement on behalf of
Trip Petroleum
Corp. in his capacity as Chief Executive Officer.
3. We note your disclosure in your summary compensation table regarding a
stock award
during the fiscal year ended October 31, 2022. Please provide the
disclosure required by
Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such
award.
4. We note the equity incentive awards disclosed in your table on page 58
regarding
outstanding equity awards at year-end. Please disclose the vesting
dates of such awards in
a footnote to your table. Refer to Instruction 2 to Item 402(p)(2) of
Regulation S-K.
Exhibits
5. Please expand the discussion on page one of Exhibit 99.2 to
additionally specify that the
reserves relating the Full Development Reserve Report and their
determination are
consistent with the definitions found in Rule 4-10 of SEC Regulation
S-X (17 CFR part
210), and Subpart 1200 of Regulation S-X.
General
6. We note your responses to prior comments 5 and 8. Please tell us
whether you intend to
disclose or illustrate in your prospectus the number of shares of
common stock in each of
the following categories: (i) shares to be issued upon conversion of
the January 2022
Notes, (ii) the Commitment Shares, (iii) shares issuable upon exercise
of the GPL
warrants and (v) shares issuable upon exercise of the pre-funded
warrants. If you do not
intend to provide such disclosure in your prospectus, please provide
your analysis as to
why such information is not material. In addition, please revise to
clarify whether your
disclosure in your Prospectus Summary under The Offering on page
10 regarding
common stock to be outstanding after this offering reflects the
issuance of shares to be
issued upon conversion of the January 2022 Notes.
Frank Ingriselli
FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
Comapany6,
December NameTrio
2022 Petroleum Corp.
December
Page 3 6, 2022 Page 3
FirstName LastName
You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig
Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the
financial statements and related matters. You may contact Sandra Wall,
Petroleum Engineer, at
(202) 551-4727 or John Hodgin, Petroleum Engineer, at (202) 551-3699 with
questions
regarding the engineering comments. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Robert Cohen