United States securities and exchange commission logo
February 1, 2023
Frank Ingriselli
Chief Executive Officer
Trio Petroleum Corp.
5401 Business Park, Suite 115
Bakersfield, CA 93309
Re: Trio Petroleum
Corp.
Amendment No. 5 to
Registration Statement on Form S-1
Filed January 20,
2023
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
January 17, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed January 20,
2023
Capitalization, page 30
1. We note you provided
revised footnote (5) in response to prior comment 6. Please tell us
how you derived
$3,707,565 of additional paid-in capital from the conversion of the
January 2022 Note and
$429,846 of additional paid-in capital from the issuance of
commitment shares.
Dilution, page 31
2. We note you added
footnotes (1) and (2) in response to prior comment 7. For purposes of
calculating historical
net tangible book value as of October 31, 2022 at footnote (1),
please tell us why you
believe it is appropriate to include the impacts from the conversion
Frank Ingriselli
FirstName LastNameFrank Ingriselli
Trio Petroleum Corp.
Comapany1,NameTrio
February 2023 Petroleum Corp.
February
Page 2 1, 2023 Page 2
FirstName LastName
upon IPO of the January 2022 Notes, the issuance of shares to
investors in December
2022 and the payment related to the OID Notes. In addition,
considering your historical
net tangible book value of $5,442,682 disclosed at footnote (1)
excludes the amount of
deferred offering cost of $1,643,881, please tell us why you have
added back this amount
for purposes of calculating your adjusted net tangible book value at
footnote (2).
Fourth Amendment to Purchase and Sale Agreement, page 35
3. We note your response to prior comment 8, including added disclosure
that Trio LLC
retains the right to sell their interest in any of the three Optioned
Assets, and in the event
they do so, the Option Fee will be credited against the purchase price
of the remaining
Option Assets. However, we further note a remaining reference on page
35 and at page F-
20 to this option as "exclusive." Please revise or advise.
Critical Accounting Policies and Estimates
Net Loss Per Share, page 41
4. We note your tabular disclosure of total potentially dilutive
securities here and in your
financial statement footnotes at page F-13 is not arithmetically
accurate and appears to be
off by 1 million shares. Please revise your disclosures accordingly.
Management, page 52
5. We note your response to prior comment 11 indicating that the
employment agreements
with Stan Eschner, Terry Eschner and Steve Rowlee are still being
finalized and cannot
yet be described or filed as exhibits to the registration statement.
Please describe and file
such agreements in a pre-effective amendment, or tell us why you do
not believe that such
information is required. In that regard, we note your disclosure that
each such agreement
will have an effectiveness date of the Company's initial public
offering.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page
82
6. We note you expanded your disclosure in response to prior comment 14
to include the
nine-month period ended July 31, 2022 related to your change in
auditors. However your
revised disclosure does not include the period between August 1, 2022
and the dates of the
dismissal of prior accountant and the engagement of new accountant. We
re-issue the
comment. 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 that
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 their dismissal. In addition, provide an
updated copy of
Marcum s letter filed as Exhibit 16.1 to the next amendment to
the S-1;
Frank Ingriselli
Trio Petroleum Corp.
February 1, 2023
Page 3
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.
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,
FirstName LastNameFrank Ingriselli
Division of
Corporation Finance
Comapany NameTrio Petroleum Corp.
Office of Energy &
Transportation
February 1, 2023 Page 3
cc: Robert Cohen
FirstName LastName