United States securities and exchange commission logo
January 17, 2023
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re: Trio Petroleum
Corp.
Amendment No. 4 to
Registration Statement on Form S-1
Filed January 6,
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.
Amendment No. 4 to Registration Statement on Form S-1 Filed January 6,
2023
The Offering, page 10
1. Please revise to
disclose in this section the number of (i) shares to be issued upon
conversion of the
January 2022 Notes, (ii) shares issuable upon exercise of the
GenCap Warrants, (iii)
shares issuable upon exercise of the Pre-Funded Warrants, and (iv)
shares issuable upon
exercise of the December 2022 Warrants.
Risk Factors, page 12
2. We note that certain
officers and directors of the registrant also serve as officers or
directors of Trio
Petroleum LLC. Please add risk factor disclosure regarding any related
risks that are
material, such as potential conflicts of interest. For example, we note that
the registrant s
option to acquire assets owned in part by Trio Petroleum LLC pursuant to
Frank Ingriselli
Trio Petroleum Corp.
January 17, 2023
Page 2
the Fourth Amendment to Purchase and Sale Agreement permits the
registrant to purchase
such assets at a purchase price as may be mutually agreed by the
registrant and Trio
Petroleum LLC.
The amended and restated certificate of incorporation and the amended and
restated bylaws
provide..., page 23
3. We note your disclosure that your amended and restated certificate of
incorporation and
amended and restated bylaws identify the Court of Chancery of the
State of Delaware as
the exclusive forum for certain litigation, including any
derivative action." However, we
could not locate such a provision in your amended and restated bylaws.
Please revise or
advise.
In addition, we note that your amended and restated certificate of
incorporation provides
that the federal district courts of the United States of America
shall, to the fullest extent
permitted by law, be the sole and exclusive forum for the resolution
of any complaint
asserting a cause of action arising under the Securities Act of 1933.
Please revise your risk
factor, and your related disclosure on page 67, to also address this
provision.
Capitalization, page 30
4. Please expand your disclosure to include a footnote that explains how
you derived the
$2,981,545 of cash as adjusted.
5. Footnote (3) to your capitalization table indicates that the amount of
common stock as
adjusted includes 2,772,429 shares issued upon conversion of the
January 2022 Notes, as
well as 321,429 commitment shares issued resulting from the
conversion. Please explain
how this disclosure and the amounts presented in the "As Adjusted"
column is consistent
with footnote (1), which states that the number of shares of common
stock on an as
adjusted basis excludes these issuances. Please also revise footnote
(3) to disclose the
assumed conversion price, clearly demonstrating how you derived the
amount of common
stock as adjusted and how you derived the shares to be issued upon
conversion.
6. Please revise to clearly disclose how the amounts of additional
paid-in capital, as adjusted
and accumulated deficit, as adjusted were derived.
Dilution, page 31
7. Please disclose how you derived your net tangible book value of
$5,042,681 as of October
31, 2022 and your net tangible book value of $10,034,459 as of October
31, 2022 after
FirstName LastNameFrank Ingriselli
giving effect to the assumed initial public offering. In addition,
please disclose the
Comapany NameTrio
amount Petroleumunderwriting
of the estimated Corp. discounts and commissions and
estimated offering
Januaryexpenses
17, 2023payable
Page 2 by you for the purpose of calculating dilution.
FirstName LastName
Frank Ingriselli
FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
Comapany
January 17,NameTrio
2023 Petroleum Corp.
January
Page 3 17, 2023 Page 3
FirstName LastName
Fourth Amendment to Purchase and Sale Agreement, page 35
8. Please revise to clarify the terms of the option granted under the
Fourth Amendment to
Purchase and Sale Agreement. For example, we note your disclosure that
this is an
exclusive option, but also note that the agreement filed as
Exhibit 10.9 appears to
contemplate that Trio Petroleum LLC may sell its interests in the
optioned assets to other
parties during the option period.
Description of Oil and Gas Property and Current Operations, page 45
9. Please correct the discrepancy in your net acreage disclosures on page
45 of 7,800 acres
and 7,095 acres (i.e. 8,600 acres x 0.825 = 7,095 net acres) to
reflect your current 85.75%
WI (i.e. 8,600 acres x 0.8575 = 7,375 net acres). Include the date
upon which you held this
working interest, e.g. December 22, 2022 as noted on page 62.
Also, correct the calculation of net productive wells shown as (i.e.,
85.75% WI times 2
gross wells = 1.65 net productive wells) to reflect your current
85.75% WI (i.e., 85.75%
WI times 2 gross wells = 1.715 net productive wells). Refer to Item
1208 of Regulation S-
K.
Evaluation of Reserves and Net Revenue,, page 46
10. Tell us what consideration you have given to updating the estimates of
net reserves and
cash flows to your current fiscal year-end of October 31, 2022.
Management, page 53
11. Please disclose the material terms of all agreements with your named
executive officers
and directors, and file such agreements as exhibits to your
registration statement. Refer to
Item 601(b)(10)(iii)(A) of Regulation S-K. In that regard, we note
that the Fourth
Amendment to the Purchase and Sale Agreement contemplates the
effectiveness of
employment agreements to be effective as of the company s initial
public offering.
Certain Relationships and Related Party Transactions, page 62
12. Please provide the disclosure required by Item 404 of Regulation S-K
with respect to the
Fourth Amendment to the Purchase and Sale Agreement.
Principal Stockholders, page 63
13. Please ensure that you provide the disclosure required by Item 403 of
Regulation S-
K regarding beneficial ownership of your common stock as determined in
accordance
with Exchange Act Rule 13d-3. In that regard, we note that the January
2022 Notes will
convert, and the Commitment Shares will be issued, at the time of the
IPO, and the
GenCap Warrants, Pre-Funded Warrants, and December 2022 Warrants will
also become
exercisable.
Frank Ingriselli
Trio Petroleum Corp.
January 17, 2023
Page 4
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page
82
14. Please revise to include the following disclosures pursuant to Item
304 of Regulation S-K:
State whether there were any disagreements with Marcum as
defined in Item
304(a)(1)(iv) of Regulation S-K and any reportable events
occurred as defined in
Item 304 (a)(1)(v) of Regulation S-K during the interim period
subsequent to October
31, 2021 and prior to the dismissal. In addition, provide an
updated copy of
Marcum s letter filed as Exhibit 16.1 to the next amendment to
the S-1.
State whether you have consulted with BF Borgers CPA PC
regarding any of the
matters described in Item 304(a)(2)(i) or 304(a)(2)(ii) of
Regulation S-K during the
interim period subsequent to October 31, 2021 and prior to
engaging BF Borgers
CPA PC.
Use of Proceeds, page 129
15. We note your disclosure that the company will make the final payment
of $1,032,512 due
under the related party note payable with Trio LLC at the earlier of
i) the initial public
offering or ii) March 1, 2023. We also note your disclosure that the
Company agreed,
retroactively commencing on May 1, 2022, to accrue a monthly
consulting fee of $35,000,
due and payable by the Company to Trio LLC no later than two weeks
following the
closing date of the Company s initial public offering. If you intend
to use the proceeds of
this offering for such purposes, please include such information in
your Use of Proceeds
section. Refer to Item 504 of Regulation S-K.
Exhibits
16. We note your disclosure that, in December 2022, you consummated a round
of financing
with a group of two investors, pursuant to which you issued 400,000
shares of your
Common Stock, and 400,000 December 2022 Warrants to purchase your Common
Stock.
We further note that you have filed, at Exhibit 10.28, the related
December 2022
FirstName LastNameFrank Ingriselli
Subscription Agreement with one of those investors, and at Exhibit
10.29, the December
Comapany
2022NameTrio Petroleum
Warrant. Please Corp. versions of these exhibits, as well as
an executed
file executed
Januaryversion of any
17, 2023 Pagerelated
4 subscription agreement with your second investor.
FirstName LastName
Frank Ingriselli
FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
Comapany
January 17,NameTrio
2023 Petroleum Corp.
January
Page 5 17, 2023 Page 5
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