As filed with the Securities and Exchange Commission on ~~December 3, 1997 Securities Act File~~February 8, 2022

(Exact Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter) California 95-2086631 (State~~Charter)

From time to time after the effective date of (I.R.S. Employer incorporation or organization) Identification No.) 355 Parkside Drive San Fernando, California 91340 (818) 365-9200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) A. Charles Wilson, Chairman Trio-Tech International 355 Parkside Drive San Fernando, California 91340 (818) 365-9200 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: William J. Feis, Esq. Troy & Gould Professional Corporation 1801 Century Park East, Suite 1600 Los Angeles, California 90067 (310) 553-4441 this Registration Statement

(Approximate date of commencement of proposed sale to ~~public: From time~~public)

Copies of all communications, including all communications sent to ~~time after this Registration Statement becomes effective.~~ the agent for service, should be sent to:

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this ~~form~~Form are to be offered on a delayed or continuous basis pursuant to Rule 415 ~~under~~of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following ~~box _X_~~ box. ☒

If this ~~Form~~form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this ~~Form~~form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If ~~delivery of the prospectus~~this form is ~~expected to be made~~a post-effective amendment filed pursuant to Rule ~~434,~~462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, please check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Each Class of Amount To Be Maximum Maximum Amount of Securities To Be Registered Offering Price Aggregate Registration Registered Per Share(1) Offering Fee Price(1) Common Stock (no par 699,200 shares $6.50 $4,544,800 $1,378 value).... (1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating the registration fee, based on the average of the high and low sale prices per share of Common Stock, as reported on the Nasdaq SmallCap Market, on December 2, 1997. ____________________

The Registrant hereby amends this ~~Registration Statement~~registration statement on such date or dates as may be necessary to delay its effective date until the ~~Registrant~~registrant shall file a further amendment which specifically states that this ~~Registration Statement~~registration statement shall thereafter become effective in accordance with Section 8(a) of the ~~Se- curities~~Securities Act of 1933, as amended, or until ~~this Registration Statement~~the registration statement shall become effective on such date as the Commission, acting pursuant to said ~~Section~~section 8(a), may ~~deter- mine.~~ ~~SUBJECT TO COMPLETION, DATED DECEMBER 3, 1997 PROSPECTUS TRIO-TECH INTERNATIONAL 699,200 SHARES OF~~ determine.

From time to time, we may offer and sell, in one or more offerings, up to $10,000,000 of any combination of the securities described in this prospectus. We may also offer securities as may be issuable upon conversion, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions.

This ~~Prospectus relates to~~prospectus provides a general description of the securities we may offer ~~by the securityholders named herein (the "Selling Securityholders") for sale~~ from time to time. Each time we offer securities, we will provide specific terms of upthe securities offered in a supplement to ~~699,200 currently outstanding shares (the "Shares")~~this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with an offering. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered.

Our common stock ~~(the "Common Stock"~~is quoted on the NYSE American Exchange (“NYSE American”) under the symbol “TRT.” The last reported sale price of our common stock on February 7, 2022 was $7.30 per share.

We may offer and sell our securities to or through one or more agents, underwriters, dealers or other third parties or directly to one or more purchasers on a continuous or delayed basis. If agents, underwriters or dealers are used to sell our securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of our securities and the net proceeds we expect to receive from the sale of such securities will also be set forth in a prospectus supplement. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.

Unless otherwise stated, as used in this prospectus “we,” “us,” “Company,” “our,” “Trio-Tech” or “TTI” refers to Trio-Tech International, a California corporation.

We are a California corporation, ~~(the "Company"). To~~and conduct our operations in four segments: manufacturing, testing services, distribution and real estate. Geographically, we operate in the ~~extent required~~United States (“U.S.”), Singapore, Malaysia, Thailand and China. Our wholly owned subsidiary, Trio-Tech International Pte. Ltd., Singapore, owns 100% of our entities in China (Trio-Tech (Tianjin) Co., Ltd., Trio-Tech (SIP) Co., Ltd. and Trio-Tech (Chongqing) Co. Ltd.); Trio-Tech (Bangkok) Co., Ltd in Thailand and 55% of Trio-Tech (Malaysia) Sdn. Bhd. in Malaysia. Our wholly owned subsidiary Trio-Tech (SIP) Co., Ltd. owns 51% of the joint venture Trio-Tech (Jiangsu) Co., Ltd, located in Suzhou, China, together with Suzhou Anchuang Technology Management LLP.

There are legal and operational risks associated with having operations in China. These risks could result in a material change in our operations and/or the value of our common stock or could limit or hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the Peoples Republic of China (“PRC”) government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

The Company and its subsidiaries do not have any variable interest entities based in China. Our business primarily consists of semiconductor testing and burn-in services for the automotive industry, avionics, defense sectors, and others. Our businesses are not impacted by anti-monopoly policies, variable interest entities policies, or data security policies, nor are our businesses subject to extraordinary oversight from the Chinese government. As of the date of this prospectus, these new laws and guidelines have not impacted the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange; however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook. See “Risk Factors” on page 5.

As of February 7, 2022, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $30,210,000, which was calculated in accordance with General Instruction I.B.6 of Form S-3, based on 2,249,000 shares of outstanding common stock held by non-affiliates, at a price per share of $13.43 on December 31, 2021 , which was the highest closing price of our common stock reported on the NYSE American within the last 60 days prior to the date of this filing.

Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell the securities described in this prospectus in a public primary offering with a value exceeding more than one-third (1/3) of the aggregate market value of our common stock held by non-affiliates in any twelve (12)-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75.0 million.

Our business and investing in our securities involvesignificant risks. You should review carefully the risks and uncertainties referenced under the heading “Risk Factors” on page 5 of this prospectus, as well as those contained in the applicable ~~law~~prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference into this prospectus or the applicable prospectus supplement.

Neither the Securities and Exchange Commission ~~regulations,~~nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this ~~Prospectus shall be delivered to purchasers upon resale of the Shares by the Selling Securityholders. The Shares were issued~~prospectus. Any representation to the ~~Selling Securityholders in~~contrary is a private placement that was consummated on October 31 and November 4, 1997. The Company will not receive any proceeds from the sale of the Shares offered hereby. See "Use of Proceeds" and "Selling Securityholders." The Common Stock is quoted on the Nasdaq SmallCap Market under the symbol "TRTC." The closing price of the Common Stock as quoted on the Nasdaq SmallCap Market on December 2, 1997 was $6.625 per share. The Selling Securityholders have advised the Company that they may sell, directly or through brokers, all or a portion of the securities offered hereby in negotiated transactions or in one or more transactions in the market at the price prevailing at the time of sale. In connection with such sales, the Selling Securityholders and any participating broker may be deemed to be "underwriters" of the Common Stock within the meaning of the Securities Act of 1933, as amended. It is anticipated that usual and customary brokerage fees will be paid by the Selling Securityholders in all open market transactions. The Company will pay all other expenses of this offering. See "Plan of Distribution." __________________________ AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGES 4 THROUGH 7 OF THIS PROSPECTUS. __________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. criminal offense.

The date of this ~~Prospectus~~prospectus is ~~December 3, 1997~~ ~~AVAILABLE INFORMATION The~~ [ ●], 2022

This prospectus is ~~subject to the informational requirements~~part of ~~the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports, proxy or information statements and other information~~a registration statement filed with the Securities and Exchange Commission (the ~~"Commission"~~“SEC”)~~. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.~~, Washington, D.C. 20549, as well as at the following regional offices: Seven World Trade Center, New York, New York 10048, and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, the Commission maintainsusing a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's Web site is http://www.sec.gov. The Common Stock of the Company is quoted on the Nasdaq SmallCap Market. Reports, proxy statements and other information concerning the Company“shelf” registration process. Under this shelf registration process, we may ~~be inspected at the offices of the National Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. Additional information regarding the Company and~~sell the securities offered hereby is contained in the Registration Statement of which this Prospectus is a part, and the exhibits thereto, filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). For further information pertaining to the Company and the securities offered hereby, reference is made to the Registration Statement and the exhibits thereto, which may be inspected without charge at, and copies thereof may be obtained at prescribed rates from, the office of the Commission at Judiciary Plaza, 450 Fifth Street, Washington, D.C. 20549. Statements contained herein concerning the provisions of any document are not necessarily complete and in each instance reference is made to the copy of the document filed as an exhibit or schedule to the Registration Statement. Each such statement is qualified in its entirety by reference to the copy of the applicable documents filed with the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission under the Exchange Act are incorporateddescribed in this ~~Prospectus by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1997, filed~~prospectus in one or more offerings. This prospectus provides you with the Commission on September 16, 1997; (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 1997, filed with the Commission on November 10, 1997; (c) the Company's Current Report on Form 8- K, dated October 7, 1997, filed with the Commission on October 10, 1997; (d) the Company's Current Report on Form 8-K, dated November 19,, 1997, filed with the Commission on December 3, 1997; (e) the Company's proxy statement furnished in connection with its Annual Meeting of Shareholders on December 8, 1997, filed with the Commission on October 27, 1997; (f) all other reports filed with the Commission pursuant to Section 13 and 15(d) of the Exchange Act since December 3, 1997; and (g) thea general description of the ~~Common Stock set forth in~~securities that may be offered. Each time we offer securities for sale, we will provide a prospectus supplement that contains information about the ~~Company's Registration Statement under the Exchange Act, including any amendment~~specific terms of that offering. Any prospectus supplement may also add or report subsequently filed by the Company for the purpose of updating that description. The file number of each of the foregoing documents is 0-13914. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part of this Prospectus from the date of filing of such documents. Any statementupdate information contained in ~~a document incorporated~~this prospectus. You should read both this prospectus and any prospectus supplement, together with additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Information by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered,Reference.”

You should rely only on the ~~written~~information contained or ~~oral request of any such person, a copy of any or all of the documents incorporated by reference (other than exhibits to such documents that are not specifically~~ incorporated by reference in ~~such documents). Written requests for such copies~~this prospectus, and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should ~~be directed~~not rely on it. We are not making offers to ~~Dale C. Cheesman, Corporate Secretary,~~sell or solicitations to buy the securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized, or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information in this prospectus or any prospectus supplement, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus or any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless otherwise stated or the context requires otherwise, references to “Trio-Tech,” “TTI,” “Company,” “Registrant,” “we,” “us” or “our” includes Trio-Tech International ~~355 Parkside Drive, San Fernando, California 91340. Telephone requests may be directed~~and its subsidiaries.

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This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before buying our securities. You should read the following summary together with the more detailed information appearing in this prospectus, including the section titled “Risk Factors” on page 5, before deciding whether to ~~Mr. Cheesman at (818) 365-9200.~~ ~ _Safe_Harbor_Statement_under_the_Private_Securities_Litigation_Reform_Act_ of_1995_. ~ ~ Except~for~the~historical~information~contained~herein,~the~matters~discus sed~in~this~Prospectus~are~forward- looking~statements~which~involve~risks~and~uncertainties,~including~but~not~limi ted~to~purchase our securities.

Trio-Tech International’s core business is, and historically has been, in the semiconductor industry (testing services, manufacturing-assembly) manufacturing and distribution. Revenue from the semiconductor industry accounted for 99.9% and 99.8% of our total revenue for fiscal years 2021 and 2020 respectively. The semiconductor industry has experienced periods of rapid growth, but has also experienced downturns, often in connection with, or in anticipation of, maturing product cycles of both semiconductor companies’ and their customers’ products and declines in general economic~competitive,~governmental,~technological,~international~and~oth er~factors~affecting~the~Company's~revenues,~operations,~markets,~products,~serv ices~and~prices,~and~other~factors~discussed~in~the~section~entitled~"Risk~Facto rs"~on~pages~4~through~7~of~this~Prospectus.~ THE COMPANY conditions. To reduce our risks associated with sole industry focus and customer concentration, the Company continues to put effort into expanding its line of businesses. The real estate segment contributed only 0.1% and 0.2% to the total revenue for fiscal 2021 and 2020, respectively, and has been an insignificant business operation since the property market in China has slowed down, due to control measures in China to cool surging property prices.

To achieve our strategic plan for our semiconductor business, we believe that we must pursue and win new business in the following areas:

Trio-Tech International ~~(the "Company")~~has subsidiaries in the U.S., ~~directly~~Singapore, Malaysia, Thailand, Indonesia, Ireland and ~~through its subsidiaries, owns~~China as follows:

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In fiscal year 2021, the Company operated in four segments; the testing service industry (which performs structural and ~~operates testing facilities that analyze the reliability~~electronic tests of semiconductor ~~devices; designs~~devices), the designing and ~~manufactures~~manufacturing of equipment (assembly of equipment that tests the structural integrity of integrated circuits and ~~silicon wafers~~other products), distribution of various products from other manufacturers in Singapore and Asia and the real estate segment in China.

Our testing services are rendered to manufacturers and purchasers of semiconductors and other ~~electronic products; and is a value-added distributor~~entities who either lack testing capabilities or whose in-house screening facilities are insufficient for testing devices in ~~Southeast Asia and Ireland of~~order for them to make sure that these products ~~of third-party manufacturers of semiconductor and related electronic equipment. During the last two fiscal years, testing~~meet certain commercial specifications. Customers outsource their test services ~~accounted for more than half of the Company's revenues and substantially all of its operating profit. The Company has significant manufacturing, testing and distribution activities~~either to accommodate fluctuations in Southeast Asia. Approximately 81% of the Company's revenues in the last two fiscal years were derived from its subsidiaries and joint ventures based in Singapore, Malaysia and Thailand. See "Risk Factors-- International Operations and Currency Fluctuations. Trio-Tech International (the \"Company\"), directly and through its subsidiaries, owns and operates testing facilities that analyze the reliability of semiconductor devices; designs and manufactures equipment that tests the structural integrity of integrated circuits and silicon wafers and other electronic products; and is a value-added distributor in Southeast Asia and Ireland of products of third- party manufacturers of semiconductor and related electronic equipment. During the last two fiscal years, testing services accounted for more than half of the Company's revenues and substantially all of its operating profit. The Company has significant manufacturing, testing and distribution activities in Southeast Asia. Approximately 81% of the Company's revenues in the last two fiscal years were derived from its subsidiaries and joint ventures based in Singapore, Malaysia and Thailand. See \"Risk Factors--International Operations and Currency Fluctuations.\""} Semiconductors are fundamental components of electronic equipment and systems. Integrated circuits consist of silicon "chips" of semiconductor material that perform electronic functions, encapsulated in packaging material, usually plasticoutput or ceramic, having lead wires that connect to a printed circuit board. Integrated circuits have become increasingly complex, with greater capacity, versatility and smaller size. The protective packaging, whether ceramic, plastic or some other material, is intended to hold the device in place and to protect it against corrosion, oxidation, shock, handling, temperature and other hazards that can cause the device to fail. The Company manufactures and operates testing equipment for reliability analysis of both ceramic and plastic encapsulated integrated devices. Because of the importance of testing as part of the manufacturing process for high-reliability semiconductor devices, management believes that the quality, accuracy and reputation of its product and services, and to a lesser extent price, place the Company in an excellent position to benefit from ~~what it believes will~~economies that can be strong growth in the semiconductor industry in Southeast Asia, Europe and North America. The Company's testing laboratories in Singapore, Malaysia, Thailand and Ireland provide testing services for semiconductor devices and other electronic components to meet the requirements of military, aerospace, industrial and commercial applications. Theoffered by third party service providers.

Our laboratories perform a variety of tests, including stabilization bake, thermal shock, temperature cycling, mechanical shock, constant acceleration, gross and fine leak tests, ~~vibration testing,~~ electrical testing, ~~and~~microprocessor equipment contract cleaning services, static and dynamic burn-in ~~tests. The Company~~tests, reliability lab services and vibration testing. We also ~~provides tape~~perform qualification testing, consisting of intense tests conducted on small samples of output from manufacturers who require qualification of their processes and ~~reel, visual inspection and integrated circuit packaging and assembly services as an additional service in its facilities. The Company designs and manufactures~~devices.

We use our own proprietary equipment for certain burn-in, centrifugal and leak tests, and commercially available equipment for various other environmental tests. We conduct the majority of our testing operations in Asia with facilities in Singapore, Malaysia, Thailand and China, which have been certified to the relevant ISO quality management standards.

We manufacture both front-end and back-end semiconductor test equipment and related peripherals at our facilities in Singapore and the U.S.

Artic Temperature Controlled Wafer Chucks are used for test, characterization and failure analysis of semiconductor wafers and such other components at accurately controlled cold and hot temperatures. These systems provide excellent performance to meet the most demanding customer applications. Several unique mechanical design features provide excellent mechanical stability under high probing forces and across temperature ranges.

Wet Process Stations are used for cleaning, rinsing and drying semiconductor wafers, flat panel display magnetic disks, and other microelectronic substrates. After the etching or deposition of integrated circuits, ~~including centrifuges, leak testers, rate~~wafers are typically sent through a series of ~~turn tables, heat~~100 to 300 additional processing steps. At many of these processing steps, the wafer is washed and dried using Wet Process Stations.

We manufacture autoclaves, HAST systems and specialized test fixtures. Autoclaves provide pressurized, saturated vapor (100% relative humidity) test environments for fast and easy monitoring of integrated circuit manufacturing processes. HAST systems provide a fast and cost-effective alternative to conventional non-pressurized temperature and humidity ~~testing equipment,~~testing.

We manufacture burn-in systems, burn-in boards and ~~wafer level temperature~~burn-in board test systems. ~~The recent acquisition~~Burn-in equipment is used to subject semiconductor devices to elevate temperatures while testing them electrically to identify early product failures and to assure long-term reliability. Burn-in boards are used to mount devices during high temperature environmental stressing tests.

We provide integrated burn-in automation solutions to improve products’ yield, reduce processing downtime and improve efficiency. In addition, we develop a cooling solution, which is used to cool or maintain the temperature of ~~KTS Incorporated, doing business as Universal Systems ("Universal") has added wafer cleaning equipment used in the processing and production of~~high power heat dissipation semiconductor devices. ~~See "Recent Developments--Acquisition~~

We manufacture centrifuges that perform high speed constant acceleration to test the mechanical integrity of ~~Universal Systems."~~ ceramic and other hermetically sealed semiconductor devices and electronic parts for high reliability and aerospace applications. Leak detection equipment is designed to detect leaks in hermetic packaging. The bubble tester is used for gross leak detection. A visual bubble trail will indicate when a device is defective.

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In addition to ~~planned expansion~~marketing our proprietary products, we distribute complementary products made by manufacturers mainly from the U.S., Europe, Taiwan, and Japan. The products include environmental chambers, handlers, interface systems, vibration systems, shaker systems, solderability testers and other semiconductor equipment. Besides equipment, we also distribute a wide range of components such as connectors, sockets, LCD display panels and touch-screen panels. Furthermore, our range of products are mainly targeted for industrial products, the life cycle of which can last from three years to seven years, rather than consumer products which have a shorter life cycle.

Beginning in 2007, TTI invested in real estate property in Chongqing, China, which has generated investment income from the rental revenue and investment returns from deemed loan receivables, which are classified as other income and represents less than 1% of total revenue for each of the ~~Company's~~years ending June 30, 2021 and 2020. The rental income is generated from the rental properties in MaoYe and FuLi in Chongqing, China.

Certain of our business segments conduct operations ~~within~~in China, including our wholly owned subsidiary, Trio-Tech International Pte. Ltd., which is located in Singapore (“Trio-TechSingapore”). Trio-Tech Singapore owns 100% of Trio-Tech (Tianjin) Co., Ltd., located in Tianjin, China, Trio-Tech (SIP) Co., Ltd., located in Suzhou, China (“Trio-Tech SIP”), and Trio-Tech (Chongqing) Co. Ltd., located in Chongqing, China.

Our wholly owned subsidiary Trio-Tech SIP owns 51% of the ~~U.S.~~joint venture Trio-Tech (Jiangsu) Co., Ltd (the “Joint Venture”), located in Suzhou, China, together with Suzhou Anchuang Technology Management LLP. Based on our current visibility, revenue attributable to the ~~Company's Far East~~Joint Venture is not expected to be material this fiscal year, as the Joint Venture is in the development stage at this time.

Our real estate segment in China represented approximately 0.1% and 0.2% of total revenue for the years ended June 30, 2021 and 2020, respectively, and has been an insignificant business operation since at least 2015 when the property market in China began to decline due to control measures enacted in China intended to deflate surging property values.

Approximately 38% of our annual revenue for the year ended June 30, 2021 was provided by one customer, which customer has both U.S.-based and China-based subsidiaries.

Corporate dividends are limited to retained earnings, and management fees are limited to 6% of revenue. Cash provided by our China-based operations ~~using~~and subsidiaries represent only dividends declarations and management fees.

As of the date of this prospectus, we, our subsidiaries and our joint venture in China are not subject to permission requirements from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other entity that is required to approve of our operations and have ~~budgeted expenditures~~not received or were denied such permissions by any PRC authorities. Our business is not subject to extraordinary oversight from the Chinese government outside of ~~approximately $2,000,000~~usual government registration requirements, including annual statement filings, and local tax review. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we, our Chinese subsidiaries or VIE, might be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.

Our business is subject to substantial risk. Please carefully consider the section titled “Risk Factors” beginning on page 5 of this prospectus for ~~fiscal 1998~~a discussion of the factors you should carefully consider before deciding to ~~capitalize on what management believes are promising opportunities for~~purchase securities that may be offered in this prospectus.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business ~~expansion in that region. The Company~~operations. You should be able to bear a complete loss of your investment.

Trio-Tech International was incorporated in 1958 under the laws of the State of California in July 1958. The Company declared a 3-for-2 stock split in the form of a 50% stock dividend on its Common Stock, payable to shareholders of record as of September 30, 1997. All information in this Prospectus regarding sharesCalifornia. Our mailing address and ~~per share amounts has been adjusted to reflect this stock split. The Company's principal~~ executive ~~office is~~offices are located at ~~355 Parkside Drive, San Fernando, California 91340. Its~~Block 1008 Toa Payoh North, Unit 03-09, Singapore 318996, and our telephone number is ~~(818) 365-9200.~~ (65) 6265-3300. Our corporate website address is www.triotech.com. The information contained on our website is not, and should not be interpreted to be, part of this prospectus.

Our Common Stock is currently listed for quotation on the NYSE American under the symbol TRT.

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ITEM 1A ─ RISK FACTORS ~ The~securities~offered~hereby~are~speculative~in~nature,~involve~a~high~deg ree~of~risk,~and~should~not~be~purchased~by~any~investor~who~cannot~afford~the~l oss~of~his~entire~investment.~~Prior~to~making~an~investment~decision~with~respe ct~to~the~securities~offered~hereby,~prospective~investors~should~carefully~con- sider,~along~with~the~other~matters~discussed~in~this~Prospectus,~the~following~ risk~factors:~ VARIABILITY OF OPERATING RESULTS

The ~~Company's~~following are certain risk factors that could impact our business, financial results and results of operations. Investing in our Common Stock involves risks, including those described below. The risk factors below, among others, should be considered by prospective and current investors in our Common Stock before making or evaluating an investment in our securities. These risk factors could cause actual results and conditions to differ materially from those projected herein. If the risks we face, including those listed below, actually occur, our business, financial condition or results of operations could have a negative impact, and the trading price of our Common Stock could decline, which could cause you to lose all or part of your investment.

There are a wide variety of factors that could materially affect ~~revenues~~our operating results, revenue and profitability or lead to significant ~~variability of~~variances in quarterly or annual operating results. These factors include, among others, ~~factors~~components relating to economic and market conditions in the semiconductor industry; market acceptance of Company products and services; changes in technologies in the semiconductor industry, which could affect demand for the Company's products and services; changes in testing processes; the impact of competition; the lack of long-term purchase or supply agreements with customers and vendors; changes in military or commercial testing specifications which could affect the market for the Company's products and services; difficulties in profitably integrating acquired businesses, if any, into the Company; the loss of key personnel or the shortage of available skilled employees; international political or economic events; currency fluctuations; and other technological, economic, financial and regulatory factors beyond the Company's control. to:

Unfavorable changes in these or other factors could materially and adversely affect ~~the Company's~~our financial condition or results of operations. ~~CYCLICALITY OF AND DEPENDENCE ON THE SEMICONDUCTOR INDUSTRY~~ We may not be able to generate revenue growth, and any revenue growth that is achieved may not be sustained. Our business, results of operations and financial condition would be materially adversely affected if operating expenses increased and were not subsequently followed by increased revenues.

The ~~Company's~~COVID-19 pandemic has adversely impacted, and may continue to adversely impact our business.

In December 2019, a novel strain of coronavirus (“COVID-19”), was reported to have surfaced in China, resulting in shutdowns of manufacturing and commerce in the months that followed. Since then, the COVID-19 pandemic has spread to multiple countries worldwide and has resulted in authorities implementing numerous measures to try to contain the disease and slow its spread, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have created significant uncertainty and economic disruption, both short-term and potentially long-term.

The health and safety of our employees and our customers are a top priority for us. In an effort to protect our employees, we took and continue to take proactive and aggressive actions, starting with the earliest signs of the outbreak, to adopt social distancing policies at our locations, including working from home and suspending employee travel. Our operations have been classified as part of the global supply chain and essential businesses in many jurisdictions, and employees who are working on-site are required to adhere to strict safety measures, including the use of masks and sanitizer, wellness screenings prior to accessing work sites, staggered break times to prevent congregation, prohibitions on physical contact with coworkers or customers, restrictions on access through only a single point of entry and exit and utilizing video conferencing. We have also incorporated other rules such as restricting visitors to any of our facilities that remain open and proactively providing employees with hand sanitizer.

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The most significant near-term impacts of the ongoing COVID-19 pandemic on our financial performance are declines in customers’ revenue in our distribution segment in this fiscal year, as compared to the prior fiscal year. However, we are seeing a recovery in customers’ forecast, which were previously impacted by the supply chain disruption and resulted in the delay in deliveries. In addition, we are seeing an improvement in the manufacturing and testing segments’ financial performance beginning with the second and fourth quarter of fiscal year 2021, respectively.

The Company received government assistance amounting to $401,000 in the Singapore and Malaysia operations to mitigate the adverse impact on the business from the pandemic in fiscal year 2021. In fiscal year 2020, the Company also received a PPP loan of $121,000 in the U.S. operation to support the business amid the pandemic, for which the Company received the full loan forgiveness in fiscal year 2021.

As of June 30, 2021, the Company had cash and cash equivalents and short-term deposits totaling $12,487,000 and an unused line of credit of $5,641,000. We finance operations primarily through our existing cash balances, cash collected from operations, bank borrowings and capital lease financing. We believe these sources are sufficient to fund our operations for the foreseeable future.

While we have implemented safeguards and procedures to counter the impact of the COVID-19 pandemic, the full extent to which the pandemic has and will directly or indirectly impact us, including our business, financial condition, and result of operations, will depend on future developments that are highly uncertain and cannot be accurately predicted. The new variant of COVID-19 has resulted in a surge of the number of Covid-19 cases worldwide. This may require further mitigation efforts taken to contain the virus or treat its impact and the economic impact on local, regional, national and international markets despite a few countries that had loosened their restriction policies. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by the governments or that we determine are in the best interests of our employees, customers, suppliers and stockholders.

In fiscal 2021 and 2020, sales of equipment and services to our top two customers accounted for approximately 47.4% and 56.0%, respectively, of our total net revenue. These customers depend on the current and anticipated market demand for integrated circuits and products utilizing semiconductor devices. Our ability to maintain close, satisfactory relationships with our customers is essential to our stability and growth. However, due to a high concentration of customers, the loss, reduction, or delay of orders placed by our significant customers, or delays in collecting accounts receivable from our significant customers, could adversely affect our results of operations and financial positions.

The Company’s dependence on international sales involves significant risk.

Sales and services to customers outside the United States accounted for approximately 95.2%% and 95.7% of our sales for fiscal 2021 and 2020, respectively. We expect that our non-U.S. sales and services will continue to generate the majority of our future revenue. Testing services in Southeast Asia were performed primarily for American companies, and to a lesser extent European companies, selling products and doing business in those regions. International business operations may be adversely affected by many factors, including fluctuations in exchange rates, imposition of government controls, trade restrictions, political, economic and business events and social and cultural differences.

Unfavorable economic and market conditions, domestically and internationally, may adversely affect our business, financial condition, results of operations and cash flows.

We have significant customer sales both in the U.S. and internationally. We are also reliant upon suppliers and distributors in the U.S. and internationally. We are therefore susceptible to adverse U.S. and international economic and market conditions, including the challenging economic conditions that have prevailed and continue to prevail in the U.S. and worldwide. The past turmoil in the financial markets has resulted in dramatically higher borrowing costs that have made it more difficult (in some cases, prohibitively so) for many companies to obtain credit and fund their working capital obligations. If any of our customers, distributors or suppliers experience serious financial difficulties or cease operations, our business will be adversely affected. In addition, the adverse impact of the credit crisis on consumers is expected to cause consumers to reduce their spending, which will adversely impact demand for consumer products such as certain end products in which our chips are embedded.

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Our testing products and services may be adversely affected by our sales of testing equipment.

If our testing equipment is purchased by semiconductor manufacturers and assemblers, it may reduce the likelihood that they will make further purchases of such equipment or use our laboratories for testing services. Although military or other specifications require certain testing to be done by independent laboratories, over time other current customers may have less need of our testing services. We believe that there is a growing trend toward outsourcing of the integrated circuit testing process. As a result, we anticipate continued growth in the test laboratory ~~testing volume depend~~business. However, there is no assurance that this trend will continue. In an attempt to diversify our sales mix, we may seek to develop and introduce new or advanced products, and to acquire other companies in the semiconductor equipment manufacturing business.

Generally we do not rely on patent or trade secret protection for our products or technology. Competitors may develop technologies similar to or more advanced than ours. We cannot assure that our current or future products will not be copied or will not infringe on the patents of others. Moreover, the cost of litigation of any claim or damages resulting from infringement of patents or other intellectual property could adversely affect our business, financial condition and results of operations. In fiscal years 2021 and 2020, we did not register any patents within the U.S.

Our business depends primarily upon the capital expenditures of semiconductor manufacturers, assemblers and other testing companies ~~worldwide, which~~worldwide. These industries in turn depend on the current and anticipated market demand for integrated circuits and products utilizing semiconductor devices. The global semiconductor industry generally, and the semiconductor testing equipment industry in particular, are volatile and cyclical, with periodic capacity shortages and ~~historically have experienced periodic downturns and slowdowns, which have had a negative effect on~~excess capacity. In periods of excess capacity, the ~~semiconductor industry's demand for~~industry sharply cuts its purchases of capital equipment, including our distributed products, and reduces testing ~~services,~~volumes, including ~~the types offered by the Company. These downturns and slowdowns have adversely affected the Company's operating results in the past. Downturns have been characterized by reduced~~our testing ~~volume, diminished product demand, product overcapacity and~~services. Excess capacity also causes downward pressure on the selling prices of our products and services.

Our operating results have been adversely affected by past downturns and slowdowns. There is no assurance that there will not be downturns or slowdowns in the future that may adversely affect our financial condition or operating results. In addition, if one or more of our primary customers reduces their purchases or use of our products or testing services, our financial results could be materially and adversely affected. We anticipate that it will continue to be primarily dependent on the semiconductor industry for ~~semiconductor products. No assurance can be given that any future downturn~~the foreseeable future.

Rapid technological changes may make our products obsolete or result in decreased prices or increased expenses.

Technology changes rapidly in the semiconductor industry and may make our services or products obsolete. Advances in technology may lead to significant price erosion for products that we test with our older testing technologies. Our success will ~~not be severe or that the Company's financial condition or results of operations will not be materially~~depend in part on our ability to develop and adversely affected by such downturns or other developments. In addition, a reduction in purchases or use of testing services by one or more primary customers could materially adversely affect the Company's financial results. RAPID TECHNOLOGICAL CHANGE The semiconductor industry is characterized by increasing diversity and complexity of integrated circuits and semiconductor products. As a result, the Company may need to offer more advanced testing technologies and processes in the future, ~~in order~~ to meet competitive industry conditions and customer requirements. This could require significant capital expenditures in future years. In addition, advances in technology typically lead to significant price erosion for products tested with older testing technologies, and this could lead to the Company's current products and services becoming less competitive. The Company's ability to remain competitive will depend in part on its ability to develop new products and to introduce these products at competitive prices and on a timely and cost-effective basis. The Company's ability to develop new and enhanced products will depend on a variety of factors, including identification of changing customer needs, effective completion of product design and production, good product performance in the field, and effective sales and marketing. Because new product development must be planned well in advance of sales, new product decisions must anticipate both future demand and the technology ~~that will be available~~ to supply that ~~demand. This process could require the Company~~demand, to enhance our current products and services, to provide those products and services at competitive prices on a timely and cost-effective basis and to achieve market acceptance of those products and services. To accomplish these goals, we may be required to incur ~~additional~~significant engineering ~~expenses and, as~~expenses. As new products or services are introduced, towe may experience warranty claims or product returns. We may not be able to accomplish these goals correctly or timely enough. If ~~the Company does not successfully introduce new~~we fail in our efforts, our products ~~or enhanced versions of its current products~~ in a timely manner, the Company's competitive position in the industry could be impaired and the Company's revenues adversely affected. INTERNATIONAL OPERATIONS AND CURRENCY FLUCTUATIONS Approximately 88% of the Company's net revenues for fiscal 1996 and 1997 were attributable to sales to and services ~~for customers outside~~may become less competitive or obsolete.

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Table of the United States. Approximately 84% of the Company's revenues were generated from its businesses in Southeast Asia. The Company expects that its non-U.S. sales and services will continue to generate the major part of its future revenues. Testing services in Southeast Asia, which accounted for a majority of the Company's revenues in the last two fiscal years, were performed primarily for American companies, and to a lesser extent German companies, selling products and doing business in that region. The Company's principal activities in Southeast Asia are conducted in Singapore, Malaysia and Thailand. International activities are subject to a variety of risks associated with foreign political, economic and business events and social and cultural differences. Unfavorable world or national developments could have a material adverse effect on the Company'sContents

Our business, financial condition and results of operations. A significant portion of the Company's revenues are denominated in Singapore, Malaysian and other currencies. Consequently, a portion of the Company's costs, revenues and operating margins may be ~~affected by fluctuations~~seriously harmed if we fail to compete successfully in ~~exchange rates, primarily between the U.S. Dollar~~our highly competitive industry and such foreign currencies. The Company is also affected by fluctuations in exchange rates to the extent there is a mismatch between its foreign currency denominated assets and liabilities. The Company reduces the risks associated with such fluctuations by purchasing certain equipment and supplies in U.S. Dollars and seeking payment, when possible, in U.S. Dollars for its goods and services. Fluctuations in foreign currency relative to U.S. currency could have a material adverse effect on the Company's financial results. A recent currency devaluation in Thailand and weaknesses in currency exchange rates in Southeast Asia relative to the U.S. dollar have negatively affected the balance sheet valuations of assets which are denominated in foreign currencies, resulting in a decrease in the Company's shareholders' equity as shown on the balance sheet, of approximately $1,285,000, or 19.9%, from $6,463,000 at June 27, 1997 to $5,178,000 at September 26, 1997. DEPENDENCE ON PROPRIETARY TECHNOLOGY The Company holds U.S. patents relating to its pressurization humidity testing equipment and its temperature test products and systems, but in general does not rely on patent or trade secret protection for its products or technology. In the absence of such protection, competitors may be able to copy and replicate the Company's technology and designs. There can be no assurance that competitors will not develop technologies similar to or more advanced than the Company's, and no assurance can be given that the Company's current or future products will not infringe on patents of others. COMPETITION markets.

The semiconductor equipment and testing industries are intensely competitive. Significant competitive factors include price, technical capabilities, quality, automation, reliability, product availability and customer service. ~~In each of the markets it serves, the Company faces~~We face competition from established ~~competitors~~ and potential new ~~entrants,~~competitors, many of ~~which~~whom have greater financial, engineering, manufacturing and marketing resources than ~~the Company.~~us. New products or testing facilities offered by our competitors could cause a decline in ~~revenues~~our revenue or a loss of market acceptance of ~~the Company's~~our existing products and services. Increased competitive pressure could also lead to intensified price-based competition. Price-based competition ~~resulting~~may result in lower prices, adversely affecting our operating results.

There are numerous testing laboratories in the areas where we operate that perform a range of testing services similar to those offered by us. However, recent severe competition in the Southeast Asia testing and burn-in services industry has reduced the total number of our competitors. As we have sold and anticipate continuing to sell our products to competing laboratories, and other test products are available from many other manufacturers, our competitors are able to offer the same testing capabilities. The relevant testing equipment is also available to semiconductor manufacturers and users who might otherwise use third party testing laboratories, including us, to perform testing. The existence of competing laboratories and the purchase of testing equipment by semiconductor manufacturers and users are potential threats to our future testing services revenue and earnings. Although these laboratories and new competitors may challenge us at any time, we believe that other factors, including reputation, long service history and strong customer relationships, are more important than pricing in determining our position in the market.

Our ability to compete successfully in the rapidly evolving semiconductor industry depends on many factors, including:

Although we believe we currently compete effectively in the above areas to the extent they are within our control, given the pace of change in the industry, our current abilities are not guarantees of future success. If we are unable to compete successfully in this environment, our business, financial conditions and result of operations will be seriously harmed.

We do not use derivative financial instruments in our investment portfolio. Our investment portfolio is generally comprised of cash deposits. Our policy is to place these investments in instruments that meet high credit quality standards. These securities are subject to interest rate risk and could ~~adversely affect~~decline in value if interest rates fluctuate, and thus subject us to market risk due to those fluctuations. Due to the short duration and conservative nature of our investment portfolio, we do not expect any material loss with respect to our investment portfolio, though no assurances can be given that material losses will not occur.

The interest rates on our loans and lines of credit range from 1.85% to 5.5% per annum. As of June 30, 2021, the outstanding aggregate principal balance on these loans and lines of credit was approximately $2,132,000. These interest rates are subject to change, and we cannot predict an increase or decrease in rates, if any. However, an increase in interest rates could have an adverse effect on our financial results.

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Significant portions of our revenue are denominated in Singapore dollars, Malaysian ringgit, Thai baht, Chinese yuan, and other currencies. Consequently, a portion of our costs, revenue and operating margins may be affected by fluctuations in exchange rates, primarily between the U.S. dollar and such foreign currencies. We are also affected by fluctuations in exchange rates because our reporting currency is the U.S. dollar whereas the functional currencies in our Southeast Asia operations are non-U.S. dollars. Foreign currency translation adjustments resulted in an increase of $1,248,000 to shareholders’ equity for fiscal 2021 and a decrease of $742,000 to shareholders’ equity for fiscal 2020.

We try to reduce our risk of foreign currency fluctuations by purchasing certain equipment and supplies in U.S. dollars and seeking payment, when possible, in U.S. dollars. However, we may not be successful in our attempts to mitigate our exposure to exchange rate fluctuations due to rapid and unpredictable changes. Those fluctuations could have a material adverse effect on the Company's ~~operating~~financial results.

We have no written contracts with any of our suppliers. Our suppliers may terminate their relationships with us at any time without notice. There can be no assurance that ~~such competition will not adversely affect the Company's financial condition or results of operations.~~ CUSTOMER CONCENTRATION The semiconductor manufacturing industry is highly concentrated, with a relatively small number of large manufacturers and assemblers accounting for a substantial portion of the Company's revenues from product sales and testing revenues. Sales to particular customers may fluctuate significantly from quarter to quarter and year to year. Sales of equipment and services to the Company's two largest customers accounted for approximately 27%, 34% and 35% of its total revenues in fiscal 1995, 1996 and 1997, respectively. The ability of the Company to maintain close, satisfactory relationships with its customers is essential to the stability and growth of its business. The loss of or reduction or delay in orders from significant customers, or delays in collecting accounts receivable from significant customers, could adversely affect the Company's financial condition and results of operations. LIMITED MARKET FOR CERTAIN PRODUCTS To the extent that semiconductor manufacturers and assemblers purchase testing equipment from the Company or its competitors, the likelihood that they will make further purchases of such equipment, or that they will contract for testing services by the Company's laboratories, may be affected. Over time, the acquisition of testing equipment by such companies may reduce their need to have testing performed by outside laboratories such as those operated by the Company, even though military or other specifications require certain testing to be done by independent laboratories. The Company has experienced a gradual increase in the percentage of revenues derived from testing services, as compared to product sales. The Company believes that there is a growing trend toward outsourcing of the integrated circuit test process and, as a result, anticipates continued growth in the test laboratory business. However, in an attempt to diversify the Company's sales mix, the Company will seek to develop and introduce new or advanced products, and to acquire other companies in the semiconductor equipment manufacturing business, such as Universal Systems. See "Recent Developments-- Acquisition of Universal Systems." There can be no assurance that these objectives of the Companywe will be achieved or that they will be profitable. ACQUISITION AND INTEGRATION OF UNIVERSAL SYSTEMS The Company completed its acquisition of Universal Systems in November 1997. See "Recent Developments--Acquisition of Universal Systems." Universal was organized and commenced operations in July 1996. The future success and profitability of Universal will depend on the success of Universal's continuing product development, engineering and marketing activities. Universal must compete with other manufacturers of products and systems for the cleaning, rinsing and drying of semiconductor devices, and intendsable to work on developing more fully automated products and systems. The Company believes that Universal's potential value to the Company will require the development of a demonstration prototype of a fully automated wafer cleaning work station and the establishment of a Beta Site work station with a customer. There can be no assurance that the business and products of Universal will generate satisfactory sales and operating profits. DEPENDENCE ON KEY SUPPLIERS The Company has no written contracts with any of its key suppliers. Such suppliers may terminate their relationships with the Company at any time without notice. If any outside suppliers terminate their relationships with the Company, there can be no assurance that the Company would find satisfactory replacement suppliers or that ~~they would~~new suppliers will not be more expensive than the current ~~suppliers. DEPENDENCE ON KEY PERSONNEL The Company's~~suppliers if any of our suppliers were to terminate their relationship with us.

Our success ~~will,~~has depended, and to a large extent will depend, on the continued services of S. W. Yong, ~~Siew Wai, President and~~our Chief Executive ~~Officer;~~Officer and President, Victor H. M. Ting, ~~Senior~~our Vice President and Chief Financial ~~Officer; and the Company's~~Officer, our other key senior executives, and engineering, marketing, sales, ~~productions~~production and other ~~personnel. The Company does not have~~personnel, each of whom is party to an employment ~~agreements~~agreement with ~~Messrs. Yong or Ting, but it is~~the Company. We are the beneficiary of ~~key man~~“key man” life insurance in the amount of $6 million on Mr. Yong and $2$1.5 million on Mr. ~~Ting.~~Ting . The ~~Company also intends~~loss of these key personnel, who would be difficult to ~~obtain key man life insurance~~replace, could harm our business and operating results. Competition for management in ~~the amount of $3 million on Tony DiPiero, the Chief Executive Officer of Universal. Any future inability to attract~~our industry is intense and ~~retain~~we may be unsuccessful in attracting and retaining the executive management and other key personnel that we require.

We may not pay cash dividends in the ~~Company requires could have a material adverse effect~~future.

We did not declare any cash dividends in either fiscal year 2021 or fiscal year 2020. Based on the ~~Company's business, financial condition and~~ results ~~of operations.~~ CONTROL BY PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS Currently the Company's officers and directors and their affiliates beneficially own 34% of the Company's outstanding Common Stock, including options held by themfrom fiscal 2021, we do not anticipate paying a cash dividend with respect to fiscal 2022. There is no assurance that ~~are exercisable within 60 days of the date of this Prospectus. As a result, such persons may have the ability~~we will, or that we will be able to, control and direct the business and affairs of the Company. Such concentration of ownership may also have the effect of delaying or preventing a change in control of the Company. NO DIVIDENDS ANTICIPATED The Company has never paidpay any cash dividends on ~~its~~our Common ~~Stock.~~Stock in the future. The Company anticipates that ~~in the~~ future earnings, if any, will be retained for use in the business or for other corporate ~~purposes,~~purposes. Additionally, California law prohibits the payment of dividends if the Company does not have sufficient retained earnings or cannot meet certain asset to liability ratios.

Acquisition and ~~it is not anticipated that cash dividends~~integration of new businesses could disrupt our ongoing business, distract management and employees, increase our expenses or adversely affect our business.

A portion of any future growth may be accomplished through the acquisition of other entities. The success of those acquisitions will depend, in ~~respect~~part, on our ability to integrate the acquired personnel, operations, products, services and technologies into our organization, to retain and motivate key personnel of the acquired entities and to retain the customers of those entities. The Company may not be able to identify suitable acquisition opportunities, obtain financing on acceptable terms to bring the acquisition to fruition or to integrate such personnel, operations, products or services. The process of identifying and closing acquisition opportunities and integrating acquisitions into our operations may distract our management and employees, disrupt our ongoing business, increase our expenses and materially and adversely affect our operations. The Company may also be subject to certain other risks if we acquire other entities, such as the assumption of additional liabilities. The Company may issue additional equity securities or incur debt to pay for future acquisitions.

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The market price for our Common Stock will be paid. POSSIBLE DILUTIVE EFFECT OF OUTSTANDING OPTIONS AND WARRANTS As of November 17, 1997, there were 1,845,203 shares of Common Stock reserved for issuance upon exercise of stock options and warrants that have been granted or issued. 993,103 of the outstanding options and all of the 402,100 warrants are currently exercisable at exercise prices ranging from $2.28is subject to $8.5 per share. An additional 450,000 shares of Common Stock are reserved for issuance upon the exercise of options available for future grant under the Company's 1989 Stock Option Plan, 1998 Employee Stock Option Plan and 1998 Non- Employee Director Stock Option Plan. Because the Company anticipates that the trading price of Common Stock at the time of exercise of any such options or warrants will exceed the exercise price, such exercise will have a dilutive effect on the Company's shareholders. MARKET PRICE FLUCTUATIONS fluctuation.

The trading price of ~~the~~our Common Stock has from time to time fluctuated widely and will likely continue to be volatile due to various factors, some of which are beyond our control, including, but not limited to:

Further, the future may be subject to similar fluctuations in response to quarter-to-quarter variations in the Company's operating results, announcements of innovations or new products by the Company or its competitors, general conditions in the semiconductor industry and other events or factors. In addition, in recent years broad stock market ~~indices,~~ in general, and the ~~securities of~~market for technology companies in particular, have experienced ~~substantial~~extreme price and volume fluctuations. ~~Such~~These broad market ~~fluctuations~~and industry factors may seriously harm the market price of our Common Stock, regardless of actual operating performance. Fluctuations in the trading price of our Common Stock may adversely affect ~~the future trading price~~our liquidity.

As of September 30, 2021, officers and directors of the ~~Common Stock. RECENT DEVELOPMENTS ACQUISITION OF UNIVERSAL SYSTEMS On November 19, 1997,~~Company and their affiliates beneficially owned approximately 46.17% of the Company acquired KTS Incorporated, doing business as Universal Systems. Universal designs, manufactures, sells and services wafer cleaning work stations and related equipment used in the production and assembly of semiconductor products. The work stations and equipment perform cleaning, rinsing and drying functions required for processing of silicon wafers and other micro-electronic substrates in the semiconductor industry. Universal was organized and commenced operations in July 1996. The acquisition was structured as a purchase of stock. The aggregate purchase price consisted of $250,000 in cash, together with 37,500outstanding shares of Common Stock, based upon 3,913,055 shares outstanding. As a result, they may be able to significantly influence matters requiring approval of the shareholders, including the election of directors, and may be able to delay or prevent a change in control of the Company. ~~Tony DiPiero,~~

Changes in U.S. tax legislation regarding our foreign earnings could materially impact our business.

A majority of our revenue is generated from customers located outside the ~~founder, sole shareholder~~U.S. and ~~chief executive officer~~a substantial portion of ~~Universal,~~our assets, including employees, are located outside the U.S.. U.S. income taxes and foreign withholding taxes have not been provided on undistributed earnings for certain non-U.S. subsidiaries, because such earnings are intended to be indefinitely reinvested in the operations of those subsidiaries. The administration has ~~entered~~recently announced initiatives could substantially reduce our ability to defer U.S. taxes, including limitations on deferral of U.S. taxation of foreign earnings, eliminate utilization or substantially reduce our ability to claim foreign tax credits and eliminate various tax deductions until foreign earnings are repatriated to the U.S. If any of these proposals are constituted into law, they could have a ~~six-year employment contract~~negative impact on our financial position and results of operations.

We are subject to examination by the U.S. Internal Revenue Service (the “IRS”) and foreign tax authorities from time to time. We are subject to income tax audits or similar proceedings in other jurisdictions in which we do business, and as a result we may incur additional costs and expenses or owe additional taxes, interests and penalties which will negatively impact our operating results.

We are subject to income taxes in the U.S. and certain foreign jurisdictions, and our denomination of our tax liability is subject to review by applicable domestic and foreign tax authorities. This would result in a decrease of our current estimate unrecognized tax benefits or increase our tax liabilities, which could negatively impact our financial position, results of operations and cash flows.

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We may utilize debt financing and such indebtedness could adversely affect our business, financial condition, results of operations, earnings per share and our ability to meet our payment obligations.

We routinely incur indebtedness to finance our operations and at times we have had significant amount outstanding indebtedness and substantial debt service requirements. Our ability to meet our payment and other obligations under our indebtedness depends on our ability to generate significant cash flow. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. There is no assurance that our business will generate cash flow from operations, or that future borrowings will be available to us and our existing or any amended credit facilities or otherwise, in an amount sufficient to enable us to meet payment obligations under indebtedness we may undertake from time to time. If we are not able to generate sufficient cash flow to serve our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay obligations under any indebtedness we owe. As of June 30, 2021, our bank loan payable was $2,061,000.

Our operations and financial results could be severely harmed by natural disasters.

Our headquarters in California, manufacturing facilities in Singapore and testing facilities in Southeast Asia, the real estate projects in China and some of our major vendors’, subcontractors’ and strategic partners’ facilities are subject to seasonal and other extreme weather conditions and natural disasters. We have not been able to maintain insurance coverage at reasonable costs to address the risks posed by potential natural disasters. Instead, we rely on self-insurance and preventive safety measures. If a major natural disaster occurs, we may need to spend significant amounts to repair or replace our facilities and equipment, or make alternative arrangements in the event a vendor, subcontractor or partner’s facility or equipment was damaged, and we could suffer damages that could seriously harm our business, financial condition and results of operations.

The failure to integrate our business and technologies with those of companies that we acquire could adversely affect our financial results.

We have made acquisitions and pursued other strategic relationships in the past and may pursue additional acquisitions in the future. If we fail to integrate these businesses successfully, our financial results may be seriously harmed. Integrating these businesses, people, products and services with our existing business could be expensive, time-consuming and a strain on our resources. Specific issues that we face with regard to prior and future acquisitions include:

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Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

We are a California corporation, and we operate in the U.S., Singapore, Malaysia, Thailand and the PRC. Our wholly owned subsidiary, Trio-Tech International Pte. Ltd., Singapore, owns 100% of our entities located in the PRC (Trio-Tech (Tianjin) Co., Ltd., Trio-Tech (SIP) Co., Ltd. and Trio-Tech (Chongqing) Co. Ltd.); Trio-Tech (Bangkok) Co., Ltd in Thailand and 55% of Trio-Tech (Malaysia) Sdn. Bhd. in Malaysia. Our wholly owned subsidiary Trio-Tech (SIP) Co., Ltd. owns 51% of the joint venture Trio-Tech (Jiangsu) Co., Ltd, located in the PRC, together with Suzhou Anchuang Technology Management LLP. The Company and its subsidiaries do not have any variable interest entities based in the PRC.

Because a portion of our operations are in the PRC, economic, political and legal developments in the PRC may significantly affect our business, financial condition, results of operations and prospects. Further, our business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations. We cannot assure you that the PRC government will continue to pursue policies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC. Any adverse changes in Chinese laws and regulations and the Chinese government’s significant oversight and discretion over the conduct of our business could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

Recent regulatory developments in China may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of restricting the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference in China.

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Compliance with China’s new Data Security Law, Measures on Cybersecurity Review, Personal Information Protection Law, regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect our business.

Recently, the Cyberspace Administration of China (the “CAC”) has taken action against several Chinese internet companies in connection with their offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Measures on Cybersecurity Review, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On July 10, 2021, the CAC published a revised draft of the Measures on Cybersecurity Review, expanding the cybersecurity review to data processing operators in possession of personal information of over 1 million users if the operators intend to list their securities in a foreign country.

Although our current operations in China do not result in the collection of personal information, it is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on our business. China’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations, and this could lead to us delisting or removal from the over-the-counter markets.

It may be difficult for U.S. regulators, such as the Department of Justice, the SEC, and other authorities, to conduct investigation or collect evidence within China.

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigations initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the ~~Company.~~ securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with regulatory authorities in the Unities States—including the SEC and the Department of Justice—may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC territory. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protecting your interests.

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This prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements contained in this prospectus other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

We are a California corporation, and we operate in the U.S., Singapore, Malaysia, Thailand and China. Recently, the Chinese government announced that it would step up supervision of Chinese firms listed offshore. Under the new measures, China will improve regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent securities issuance, market manipulation and insider trading, and check sources of funding for securities investment and control leverage ratios. There is a risk that the Chinese government may in the future seek to affect operations of any company with any level of operations in PRC, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

The ~~Company has also granted~~words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:

These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this prospectus, that could cause actual future results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this prospectus, the documents incorporated by reference herein and the documents that we have filed as exhibits to the registration statement of which this prospectus is a ~~stock option~~part completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to ~~Mr. DiPiero~~update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

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Unless otherwise provided in the applicable prospectus supplement, we intend to ~~purchase 75,000~~use the proceeds from this offering for certain capital expenditures, including those intended to expand our testing capacity and capabilities, and for general corporate purposes, including working capital. However, we have no current commitments or obligations to do so.

Pending other uses, we intend to invest our proceeds from this offering in short-term investments or hold them as cash. We cannot predict whether the proceeds invested will yield a favorable return. Our management will have broad discretion in the use of the net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.

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Our Amended and Restated Articles of Incorporation (“Charter”) authorize us to issue up to 15,000,000 shares of our common stock, no par value.

Our Transfer Agent and Registrar for our common stock is American Stock Transfer & Trust, located at 6201 15^th Ave, 1^st Floor Brooklyn, NY 11219.

This section describes the general terms of our common stock that we may offer from time to time. For more detailed information, a holder of our common stock should refer to our Charter and Bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable California law.

As of December 2, 2021, there were 3,950,180 shares of our common stock issued and outstanding, which were held by approximately 59 stockholders of record, 637,375 shares of common stock subject to outstanding warrants, 229,875 shares of common stock subject to outstanding stock options under our 2017 Employee Stock Option Plan (the “2017 Employee Plan”), 320,000 shares of common stock subject to outstanding stock options and restricted stock units under our 2007 Directors Equity Incentive Plan (the “2017 Directors Plan”), 37,500 shares of common stock subject to outstanding stock options under our 2007 Employee Stock Option Plan (the “2007 Employee Plan”), 50,000 shares of common stock subject to outstanding stock options and restricted stock units under our 2007 Directors Equity Incentive Plan (the “2007 Directors Plan”).

Except as otherwise expressly provided in our Charter, or as required by applicable law, all shares of our common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters, including, without limitation, those described below. All outstanding shares of our common stock are fully paid and nonassessable.

Voting Rights. The holders of our common stock are entitled to one vote per share on all matters. Par common stock does not have cumulative voting rights, which means that holders of the ~~Company at~~shares of our common stock with a ~~price~~majority of ~~$6.67 per share. The acquisition agreement obligates~~ the ~~Company to make available to Universal $1,000,000 not later than January 18, 1998 for purposes of expanding Universal's business; an additional $1,000,000 not later than March 31, 1998~~votes to be ~~used~~cast for the election of directors can elect all directors then being elected.

Dividends. Each share of our common stock has an equal and ratable right to receive dividends to be paid from our assets legally available therefore when, as and if declared by our Board of Directors. We have never declared or paid cash dividends on our common stock, and we do not anticipate paying cash dividends on our common stock in the foreseeable future.

Liquidation. In the event we dissolve, liquidate or wind up, the holders of our common stock are entitled to share equally and ratably in the assets available for distribution after payments are made to our creditors.

Other. The holders of shares of our common stock have no preemptive, subscription or redemption rights and are not liable for further call or assessment. All of the outstanding shares of our common stock are, and the shares of common stock offered hereby will be, fully paid and nonassessable.

Our common stock is listed on the New York Stock Exchange under the symbol “TRT.”

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This section describes the general terms and provisions of debt securities that we may issue from time to time. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, the applicable prospectus supplement or free writing prospectus will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.

In the event that we issue any debt securities, we will issue such senior debt securities under a senior indenture that we will enter into with the trustee named in such senior indenture. We will file forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

The indentures will be qualified under the Trust Indenture Act of 1939, as amended, (the “Trust Indenture Act”). We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.

The following summaries of material provisions of potential senior debt securities, subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

We will describe in the applicable prospectus supplement or free writing prospectus the terms of the series of debt securities being offered, including:

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We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or other securities (including securities of a third-party). We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or other securities (including securities of a third-party) that the holders of the series of debt securities receive would be subject to adjustment.

Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for other securities of ours or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

Unless we provide otherwise in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, the following are events of default under the indentures with respect to any series of debt securities that we may issue:

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We will describe in each applicable prospectus supplement or free writing prospectus any additional events of default relating to the relevant series of debt securities.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with an agreed capital spending plan; and an additional $1,000,000 not later than March 31, 1999 provided Universal is achieving certain business objectives. In each case, such funds may be derived from cash reservesthe indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the ~~Company, borrowings, sales~~indentures, if an event of ~~stock~~default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, ~~equipment financing~~unless such holders have offered the trustee reasonable indemnity or ~~leasing,~~security satisfactory to it against any loss, liability or ~~other sources. If~~expense. The holders of a majority in principal amount of the ~~Company fails to provide the first $2,000,000~~ outstanding debt securities of ~~such funds when and as specified, Mr. DiPiero~~any series will have the right to ~~rescind his sale~~direct the time, method and place of ~~Universal~~conducting any proceeding for any remedy available to the ~~Company and~~trustee, or exercising any trust or power conferred on the trustee, with respect to ~~retain~~ the ~~$250,000 cash portion~~debt securities of that series, provided that:

A holder of the ~~purchase price. Achievement~~debt securities of ~~Universal's long-term objectives requires~~any series will have the ~~development~~right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

These limitations do not apply to a suit instituted by a holder of ~~automated wafer cleaning technologies. This~~debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities, or other defaults that may be specified in the applicable prospectus supplement or free writing prospectus.

We will ~~require~~periodically file statements with the ~~manufacture~~trustee regarding our compliance with specified covenants in the indentures.

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Subject to the terms of the indenture for any series of debt securities that we may issue, we and the ~~establishment~~trustee may change an indenture without the consent of any holders with respect to the following specific matters:

In addition, under the indentures, the rights of holders of a ~~Beta Site work station~~series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a ~~customer. There~~majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or as otherwise provided in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

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Each indenture provides that, subject to the terms of the indenture and any limitation otherwise provided in the prospectus supplement or free writing prospectus applicable to a particular series of debt securities, we can elect to be ~~no assurance~~discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.

In the event that ~~Universal~~we issue debt securities, we will ~~achieve these objectives~~issue such debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement or free writing prospectus, in denominations of $1,000 and any integral multiple thereof. The indentures provide that itwe may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will ~~generate~~be deposited with, or on behalf of, The Depository Trust Company or another depository named by us and identified in a ~~meaningful level~~prospectus supplement or free writing prospectus with respect to that series.

At the option of ~~revenues~~the holder, subject to the terms of the indentures and ~~earnings. STOCK SPLIT The Company declared a 3-for-2 stock split~~the limitations applicable to global securities described in the applicable prospectus supplement or free writing prospectus, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement or free writing prospectus, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of a 50% stock dividend on its Common Stock, payable to shareholders of record as of September 30, 1997. All information in this Prospectus regarding shares and per share amounts has been adjusted to reflect this stock split. 1998 STOCK OPTION PLANS At a meeting on September 30, 1997,transfer endorsed thereon duly executed if so required by us or the ~~Board of Directors~~security registrar, at the office of the ~~Company adopted two 1998 stock option plans. Approval of both plans is subject to obtaining approval by majority vote of the shareholders~~security registrar or at the ~~next annual meeting~~office of ~~shareholders, scheduled~~any transfer agent designated by us for ~~December 8, 1997. The 1998 Employee Stock Option Plan provides~~this purpose. Unless otherwise provided in the debt securities that the holder presents for ~~future grants~~transfer or exchange, we will make no service charge for any registration of ~~incentive stock options~~transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement or free writing prospectus the security registrar, and ~~nonqualified stock options~~any transfer agent in addition to ~~purchase up to 300,000 shares of Common Stock at not less than~~ the ~~market price of the Common Stock on the date of grant. Options granted pursuant to this plan will be exercisable~~security registrar, that we initially designate for any debt securities. We may at any time ~~until September 2007. The Non-Employee Director Stock Option Plan provides~~designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the grant of options to purchase an aggregate of 150,000 shares of Common Stock. Only members of the Board of Directors who are not full-time officers or employees of the Company or any subsidiary are eligible for options under this plan. The exercise price of options granted under this plan must be not less than the market price of the Common Stock on the date of grant. At the board meeting on September 30, 1997, the Board also adopted a resolution that each non-employee member of the Board of Directors will receive an annual grant of options to purchase 5,000 shares of Common Stock. The date of grant of options under this plan, subject to shareholder approval of the plan, for the current fiscal year is September 30, 1997, at an exercise price (adjusted for the stock split) of $8.67 per share; and the grant of future options for 5,000 shares to each non- employee director will be made automatically on July 1debt securities of each ~~year, commencing July 1, 1998. The Company~~series. If we elect to redeem the debt securities of any series, we will not ~~receive~~be required to:

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The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs.

Subject to this provision, the trustee is under no obligation to exercise any of the ~~proceeds~~powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement or free writing prospectus, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement or free writing prospectus any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

The subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement or free writing prospectus. The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

The senior debt securities will rank equally in right of payment to all our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

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The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus. Warrants may be offered independently or together with common stock and/or debt securities offered by any prospectus supplement or free writing prospectus, and may be attached to or separate from those securities. While the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any warrants we offer under a prospectus supplement or free writing prospectus may differ from the ~~sale~~terms we describe below.

In the event that we issue warrants, we will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. Forms of these warrant agreements and forms of the ~~Selling Securityholders~~warrant certificates representing the warrants, and the complete warrant agreements and forms of warrant certificates containing the terms of the warrants being offered, will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. We use the term “warrant agreement” to refer to any of these warrant agreements. We use the Shares offered hereby. The Company will pay all of the costs of this offering. SELLING SECURITYHOLDERS The Shares offered hereby represent currently outstanding Common Stock of the Company issuedterm “warrant agent” to refer to the ~~Selling Securityholders in October 31 and November 4, 1997~~warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with ~~a private placement financing by~~ the ~~Company. In connection with~~warrants and will not act as an agent for the ~~issuance~~holders or beneficial owners of the ~~Shares,~~warrants.

The following summaries of material provisions of the ~~Company entered into subscription~~warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read the applicable prospectus supplements or free writing prospectus related to the warrants that we sell under this prospectus, as well as the complete warrant agreements that ~~require~~contain the ~~Company to register the Shares issued to the Selling Securityholders. The Shares have been registered pursuant to such registration rights provisions. The~~ terms of the issuance of the Shares were determined by arm's-length negotiations between the Company and the Selling Securityholders. Neither the Selling Securityholders nor any of their affiliates had or has any material relationship with the Company or its officers, directors or affiliates except as notedwarrants.

We will describe in the ~~table below.~~ ~~The~~applicable prospectus supplement or free writing prospectus the terms relating to a series of warrants. If warrants for the purchase of common stock is offered, the prospectus supplement or free writing prospectus will describe the following ~~table sets forth as~~terms, to the extent applicable:

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Each holder of ~~shares of Common Stock beneficially owned by the Selling Securityholders,~~a warrant is entitled to purchase the number of shares of ~~Common Stock offered hereby by~~common stock, or the ~~Selling Securityholders, and~~principal amount of debt securities, as the ~~number and percent~~case may be, at the exercise price described in the applicable prospectus supplement or free writing prospectus. After the close of ~~shares of Common Stock to be held by~~business on the Selling Securityholders after the conclusion of this offering. _Before_Offering_ _ After_Offering_ Number of Number of Shares Number of Shares Selling Beneficially Shares Beneficially _Securityholders_ _Owned(1) Percent(2)_Being_Offered_Owned(1)(3)Percent(2) The Leonard & Joyce Wilstein 27,600 1.0% 18,400 9,200 * Revocable Trust of 1986 Ron J. Wilstein 11,040 * 7,360 3,680 * 1994 Gary & Kathryn Wilstein 11,040 * 7,360 3,680 * 1994 Revocable Trust UAD 9/28/94 Susan Wilstein 23,460 * 15,640 7,820 * The Denise Wilstein Trust of 23,460 * 15,640 7,820 * 1985 The Century Trust Dated 24,840 * 16,560 8,280 * 12/19/94 David Wilstein 27,600 1.0 18,400 9,200 * Andrew D. Gilmour, Inc. 11,040 * 7,360 3,680 * Watson Investment Partners, L 22,080 * 14,720 7,360 * TRTC Acquisition, LLC 16,836 * 11,224 5,612 * Paulson Partners 8,280 * 5,520 2,760 * Fong Kan Sin(6) 5,520 * 3,680 1,840 * Chang Geok Lan 5,520 * 3,680 1,840 * Soh Theng Tat 5,520 * 3,680 1,840 * Low Leng Kwee 5,520 * 3,680 1,840 * BHC Securities Inc. C/F SDIRA 5,520 * 3,680 1,840 * SEP Richard C. Ross Three Sticks Fund, LP 110,400 4.1 73,600 36,800 1.4 Richard Adelman 12,420 * 8,280 4,140 * Delaware Charter Gty & Trust 11,040 * 7,360 3,680 * FBO Richard Adelman Tan Sim Seng 30,360 1.1 20,240 10,120 * Robert L. Ciano 11,040 * 7,360 3,680 * Soon Siew Kuan(7) 33,120 1.2 22,080 11,040 * Lim Hwee Poh(8) 19,320 * 12,880 6,440 * Simon Costello(4) 6,900 * 4,600 2,300 * Lee A. Levine 41,400 1.5 27,600 13,800 * John N. McVey 5,520 * 3,680 1,840 * C and C Capital Partnership 6,900 * 4,600 2,300 * Camille Claudel Corporation 5,520 * 3,680 1,840 * Charles C. Myers 20,700 * 13,800 6,900 * Gene Salkind 20,700 * 13,800 6,900 * Linda Argenziano 6,900 * 4,600 2,300 * Anthony Abramo 5,520 * 3,680 1,840 * Leonard Brawer & Alan Brawer 6,900 * 4,600 2,300 * JTWROS Leonard Brawer & Sari Kaplan 6,900 * 4,600 2,300 * JTWROS Ventana Partners, L.P. 37,260 1.4 24,840 12,420 * ParVest Partners, L.P. 37,260 1.4 24,840 12,420 * Stephen S. Kutz 31,740 1.2 21,160 10,580 * Arthur Rogovin & Sandra 6,072 * 4,048 2,024 * Rogovin JTIC Page Distributing Co. Inc. 11,040 * 7,360 3,680 * 6,900 * 4,600 2,300 * Felipe S. Cruz Revocable Trus Nancy E. Levine 13,800 * 9,200 4,600 * Frank S. Gavin(5) 98,576 3.7 16,560 82,016 3.1 George Plaut 6,900 * 4,600 2,300 * Edward V. Wilkinson 5,520 * 3,680 1,840 * Nations Bank of Texas, N.A., 46,920 1.8 31,280 15,640 * custodian for Aurora Foundation Lai Keet Yee 11,040 * 7,360 3,680 * Delaware Charter Gty & Trust 52,440 2.0 34,960 17,480 * FBO Jack Gilbert Richard Cullen 9,660 * 6,440 3,220 * Joan F. Bick 6,900 * 4,600 2,300 * Sheila Ann Sidlett Gunther 5,520 * 3,680 1,840 * Harold Mervin Holland and 5,520 * 3,680 1,840 * Renee Gindi Holland Trust UDT 4/27/88 Robert Ginberg 6,762 * 4,508 2,254 * Leonard Levine 3,450 * 2,300 1,150 * Fandetti Family Partnership, 6,900 * 4,600 2,300 * Ltd. Orrin Devinsky 13,800 * 9,200 4,600 * Suraj Puri 11,040 * 7,360 3,680 * Amy Cook Gavin 6,900 * 4,600 2,300 * Samuel Louis Horowitz 13,800 * 9,200 4,600 * Michael Aaron Horowitz 13,800 * 9,200 4,600 * John S. Byers 5,520 * 3,680 1,840 * Generation Capital Associates 26,220 * 17,480 8,740 * Thomas W. Larson 13,800 * 9,200 4,600 * Robert Kirk 11,040 * 7,360 3,680 * ______________ * less than 1.0 (1) Pursuant to the rules promulgated under the Exchange Act, a person is deemed to be the beneficial owner of a security if that person hasday when the right to ~~acquire ownership~~exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become void.

A holder of ~~such security within 60 days. Accordingly,~~warrants may exercise them by following the ~~numbers in~~general procedure outlined below:

If you comply with the ~~columns~~procedures described above, ~~include shares~~your warrants will be considered to have been exercised when the warrant agent receives payment of the exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After you have completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver to you the shares of common stock or debt securities that you purchased upon exercise. If you exercise fewer than all of the warrants ~~that were~~represented by a warrant certificate, a new warrant certificate will be issued to you for the ~~Selling Securityholders~~unexercised amount of warrants. Holders of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise of the warrants.

We may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially adversely affect the interests of the holders of the warrants.

Unless the applicable prospectus supplement or free writing prospectus states otherwise, the exercise price of, and the number of securities covered by, a common stock warrant will be adjusted proportionately if we subdivide or combine our common stock. In addition, unless the prospectus supplement or free writing prospectus states otherwise, if we, without receiving payment:

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then the holders of common stock warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other securities and property such holders would have been entitled to receive had they held the common stock issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional stock and other securities and property.

Except as stated above or as otherwise set forth in the applicable prospectus supplement or free writing prospectus, the exercise price and number of securities covered by a common stock warrant, and the amounts of other securities or property to be received, if any, upon exercise of such warrant, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities.

Holders of common stock warrants may have additional rights under the following circumstances:

If one of the above transactions occurs and holders of our common stock are entitled to receive stock, securities or other property with respect to or in exchange for their securities, the holders of the common stock warrants then outstanding, as applicable, will be entitled to receive, upon exercise of their warrants, the kind and amount of shares of stock and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.

This section outlines some of the provisions of the units and the unit agreements. This information may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. The specific terms of any series of units will be described in the applicable prospectus supplement or free writing prospectus. If so described in a particular prospectus supplement or free writing prospectus, the specific terms of any series of units may differ from the general description of terms presented below.

As specified in the applicable prospectus supplement, we may issue units consisting of one or more shares of common stock, debt securities, warrants or any combination of such securities.

The applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:

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Provisions of our Charter and Bylaws may delay or discourage transactions involving an actual or potential change in control of our company or change in its management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that its shareholders might otherwise deem to be in their best interests. Among other things, the Articles and Bylaws:

In addition, as a California corporation, we are subject to the provisions of Section 1203 of the California General Corporation Law, which requires us to provide a fairness opinion to our shareholders in connection with their ~~purchase~~consideration of any proposed “interested party” reorganization transaction.

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We may sell the securities described in this prospectus to or through underwriters or dealers, through agents, or directly to one or more purchasers. A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the ~~Shares being offered hereby. (2) Based on 2,661,862 shares of Common Stock outstanding as~~offering of the ~~date of this Prospectus. Shares of Common Stock that a person has~~securities, including, to the right to acquire within 60 days after the date of this Prospectus are deemed to be outstanding in calculating the percentage ownership of the person, but are not deemed to be outstanding as to any other person. (3) The table assumes that the Selling Securityholders will dispose of all Shares that are being registered for saleextent applicable:

We may also sell equity securities covered by this ~~Prospectus. (4) Mr. Costello is~~registration statement in an ~~employee of~~“at the Company and holds the position of Director of U.S. Operations. (5) Mr. Gavin is a director of the Company. (6) Mr. Fong is an employee of the Company and holds the position of Operations Manager (Trading). (7) Mrs. Lee is an employee of the Company and holds the position of Group Logistics Manager. (8) Mr. Lim is an employee of the Company and holds the position of General Manager-Malaysia Subsidiary. PLAN OF DISTRIBUTION Any or all of the Shares may be sold from time to time to purchasers directly by the Selling Securityholders. Alternatively, the Selling Securityholders may from time to time offer the Shares through underwriters, dealers or agents who may receive compensationmarket offering” as defined in the form of underwriting discounts, concessions or commissions from the Selling Securityholders and/or the purchasers of the Shares for whom they may act as agents. The Selling Securityholders and any such underwriters, dealers or agents that participate in the distribution of the Shares may be deemed to be underwriters under the Securities Act, and any profit on the sale of the Shares by them and any discounts, commissions or concessions received by them may be deemed to be underwriting discounts and commissionsRule 415 under the Securities Act. ~~The Shares~~Such offering may be ~~sold~~made into an existing trading market for such securities in transactions at other than a fixed price, either:

Such at-the-market offerings, if any, may be conducted by underwriters acting as principal or agent.

Only underwriters named in a prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price ~~which may be changed,~~ or at varying prices determined at the time of ~~sale or at negotiated prices.~~sale. The ~~distribution~~obligations of the ~~Shares~~underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the Selling Securityholders may be effected in one or more transactions that may take place on the Nasdaq Stock Market, including ordinary brokers' transactions, privately- negotiated transactions or through sales to one or more broker-dealers for resale of such Shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees, discounts and commissions may be paid by the Selling Securityholders in connection with such sales or securities. At the time a particular offer of the Shares is made, to the extent required, a supplement to this Prospectus will be distributed (or, if required, a post-effective amendment to the Registration Statement of which this Prospectus is a part will be filed) which will identify the specific Shares being offered and set forth the aggregate amount of Shares being offered, the purchaseprospectus supplement. Any public offering price and the time of the offering, including the name or names of the Selling Securityholders and of any underwriters, dealer or agents, the purchase price paid by any underwriter for Shares purchased from the Selling Securityholders, and discounts, commissions and other items constituting compensation from the Selling Securityholders and any discounts ~~commission~~ or concessions allowed or reallowed or paid to dealers ~~including~~may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the ~~proposed selling price~~prospectus supplement that names the underwriter, the nature of any such relationship.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the ~~public. In addition, an underwritten~~ offering and sale of securities, and we will require clearance by the National Association of Securities Dealers, Inc. of the underwriter's compensation arrangements. The Company will not receive any of the proceeds from the sale by the Selling Securityholders of the Shares offered hereby. All of the filing fees and other expenses of this Registration Statement will be borne in full by the Company other thandescribe any commissions ~~relating~~we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

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We may provide agents and underwriters with indemnification against civil liabilities related to this offering. In connection with distributions of the Shares or otherwise, the Selling Securityholders may enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the Shares registered hereunder in the course of hedging the positions they assume with Selling Securityholders. The Selling Securityholders may also sell shares short and redeliver the Shares registered hereunder to close out short positions. The Selling Securityholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the Shares registered hereunder, which the broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The Selling Securityholders may also loan or pledge the Shares registered hereunder to a broker-dealer and the broker-dealer may sell the Shares so loaned or upon a default the broker-dealer may effect sales of the pledged Shares pursuant to this Prospectus. As of the date of this Prospectus, to the Company's knowledge, there are no selling arrangements between any Selling Securityholders and any broker-dealer. Pursuant to subscription agreements entered into by the Company and the Selling Securityholders, the Company has filed the Registration Statement, of which this Prospectus forms a part, with respect to the sale of the Shares. The Company has agreed to use its best efforts to keep the Registration Statement effective until all of the Shares have become freely tradeable under Rule 144(k) under the Securities Act. In order to comply with certain states securities laws, if applicable, the Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the Shares may not be sold unless the Shares have been registered or qualified for sale in such sate, or unless an exemption from registration or qualification is available and obtained. In addition to sales pursuant to the Registration Statement of which this Prospectus forms a part, the Shares may be sold in accordance with Rule 144 under the Securities Act. Pursuant to the terms under which the Shares were sold, the Company has agreed to indemnify the Selling Securityholders against suchoffering, including liabilities as they may incur as a result of any untrue statement of a material fact in the Registration Statement of which this Prospectus forms a part, or any omission herein or therein to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Such indemnification includes liabilities that the Selling Securityholders may incur under the Securities Act. Pursuant to the terms under which the Shares were sold, each Selling Securityholder has agreed with the Company to not sell or transfer more than 50% of the Shares held by such Selling Securityholder for a period of 180 days after November 4, 1997. The Company will bear all costs and expenses of the registration under the Securities Act and certain state securities laws of the Shares, other than any commissions payable with respect to sales of the Shares. The Company has advised the Selling Securityholders of the requirement for delivery of this Prospectus in connection with any public sale of the Shares. From time to time this Prospectus will be supplemented and amended as required by the Securities Act. During any time when a supplement or amendment is so required, the Selling Securityholders are required to cease sales until the Prospectus has been supplemented or amended. LEGAL MATTERS The validity of the Shares offered hereby has been passed upon by Troy & Gould Professional Corporation, Los Angeles, California. EXPERTS The audited consolidated financial statements contained in the Annual Report on Form 10-K of the Company for the year ended June 27, 1997 and incorporated in this Prospectus by reference have been so incorporated in reliance on the report of Deloitte & Touche LLP, independent public accountants, given on the authority of said firm as experts in auditing and accounting. No dealer, salesman or other person has been authorized to give any information or make any representations, other than those contained in this Prospectus, in 699,200 Shares of Common Stock connection with the offering hereby, and, if given or made, such informatio and representations must not be relied upon as having been authorized by the Company or the Selling Securityholders This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities to any person in any State or other jurisdiction in which such offer or TRIO-TECH INTERNATIONAL solicitation is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or the facts herein set forth since the date hereof _______________ ____________ TABLE OF CONTENTS PROSPECTUS _ ____________ Page_ Available Information. 2 Incorporation of Certain Documents by Reference 2 The Company........... 3 Risk Factors.......... 4 December 3, 1997 Recent Developments... 7 Use of Proceeds........ 8 Selling Securityholders 8 Plan of Distribution.. 11 Legal Matters......... 12 Experts............... 12 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The Company estimates that expenses in connection with the distribution described in this Registration Statement will be as follows. All expenses incurred with respect to the distribution will be paid by the Company, and such amounts, with the exception of the Securities and Exchange Commission registration fees, are estimates. SEC registration fee............................................ $ 1,378 Accounting fees and expenses.................................... 5,000 Legal fees and expenses......................................... 10,000 Blue Sky fees and expenses...................................... 1,960 Miscellaneous................................................... _5,000_ Total........................................................ $22,238 ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under California law, a California corporation may eliminate or limit the personal liability of a director of the corporation for monetary damages for breach of the director's duty of care as a director, provided that the breach does not involve certain enumerated actions, including, among other things, intentional misconduct or knowing and culpable violation of the law, acts or omission which the director believes to be contrary to the best interest of the corporation or its shareholders or which reflect an absence of good faith on the director's part, the unlawful purchase or redemption of stock, payment of unlawful dividends and receipt of improper personal benefits. The Company's Board of Directors believes that such provisions have become commonplace among major corporations and are beneficial in attracting and retaining qualified directors, and the Company's Articles of Incorporation include such provisions. The Company's Articles of Incorporation and Bylaws also impose a mandatory obligation upon the Company to indemnify any director or officer to the fullest extent authorized or permitted by law (as now or hereinafter in effect), including under circumstances in which indemnification would otherwise be at the discretion of the Company. In addition, the Company has entered into indemnification agreements with each of its directors and officers providing for the maximum indemnification permitted or authorized by law. The foregoing indemnification provisions are broad enough to encompass certain liabilities of directors and officers under the Securities Act of 1933, as amended (the ~~"Securities Act"~~“Securities Act”), or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters who are qualified market makers on the NYSE American may engage in passive market making transactions in accordance with Rule 103 of Regulation M during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

Certain legal matters in connection with this offering will be passed upon for us by Disclosure Law Group, a Professional Corporation, of San Diego, California.

Mazars LLP, our independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2021, as set forth in their report, which is incorporated by reference in this prospectus. Our financial statements are incorporated by reference in reliance on Mazars LLP’s report, given on their authority as experts in accounting and auditing.

We are a public company and subject to the informational requirements of the Exchange Act and in accordance therewith we file annual, quarterly, and other reports, proxy statements and other information with the Commission under the Exchange Act. Such reports, proxy statements and other information, including the Registration Statement, and exhibits and schedules thereto, are available to the public through the Commission’s website at www.sec.gov.

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The ~~subscription agreements between~~following documents filed by us with the SEC are incorporated by reference in this prospectus:

We also incorporate by reference all documents we file pursuant to Section 13(a), 13(c), 14 or 15 of the Exchange Act (other than any portions of filings that are furnished rather than filed pursuant to Items 2.02 and 7.01 of a Current Report on Form 8-K) after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of such registration statement. All documents we file in the future pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering are also incorporated by reference and are an important part of this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. You may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no cost, by writing to or calling us at:

This prospectus is part of a registration statement we filed with the SEC. You should only rely on the information or representations contained in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide information other than that provided in this prospectus and any accompanying prospectus supplement. We are not making an offer of the securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any accompanying prospectus supplement is accurate as of any date other than the date on the front of the document.

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The following table sets forth an estimate of the fees and expenses, other than the underwriting discounts and commissions, payable by us in connection with the issuance and distribution of the securities being registered. All the amounts shown are estimates, except for the SEC and FINRA registration fees.

Section 317 of the Corporations Code of the State of California permits a corporation to provide indemnification to its directors and officers under certain circumstances. Our Bylaws provide for mandatory indemnification of directors and officers, subject to the limitations set forth therein. Our Amended and Restated Articles of Incorporation eliminate the liability of directors for monetary damages to the fullest extent permissible under California law and provide the Company with the power to provide for indemnification for liability for monetary damages incurred by directors and ~~the Selling Securityholders provide that the Company shall indemnify the Selling Securityholders, and the Selling Securityholders shall indemnify the Company and the~~ officers ~~and directors~~ of the Company, subject to certain limitations, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code. The Company maintains liability insurance and is also insured against loss for which it may be required or permitted by law to indemnify its directors and officers for their related acts.

The directors and officers of the Company are covered by insurance policies indemnifying them against certain liabilities, including certain liabilities arising under the Securities Act, which might be incurred by them in such capacities and against which they cannot be indemnified by the Company.

Any underwriting agreement or distribution agreement that we enter into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify us, some or all of our directors and officers and our controlling persons, if any, for specified liabilities, which may include liabilities under the Securities Act. ITEM 16. EXHIBITS The following exhibits, which are furnished with this Registration Statement or incorporated by reference, are filed as part of this Registration Statement: {PRIVAT } Exhibit _Description_ _No._ 4. Form of Common Stock certificate. 5. Opinion of Troy & Gould Professional Corporation. 23. Consent of Deloitte & Touche LLP. 23. Consent of Troy & Gould Professional Corporation (contained in Exhibit 5.1). 24. Power of Attorney (contained in Part II). ______________ ITEM 17. UNDERTAKINGS (a)

Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933 (the "Securities Act")~~ may be permitted to directors, officers ~~and~~or persons controlling ~~persons of~~ the registrant pursuant to the foregoing provisions, ~~or otherwise,~~ the registrant has been ~~advised~~informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by ~~the registrant~~a Registrant of expenses incurred or paid by a director, officer or controlling person of ~~the registrant~~a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, ~~the registrant~~that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ~~(b) The undersigned registrant hereby undertakes that for purposes~~

-34-

Table of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement. (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) do not apply if the Registration Statement is on Form S-3, and the information required to be included in a post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Contents

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the ~~City~~Country of ~~San Fernando, State of California,~~Singapore on December 1, 1997. TRIO-TECH INTERNATIONAL By/s/ A. Charles Wilson ____ A. Charles Wilson Chairman of the Board POWER OF ATTORNEY The officers and directors of Trio-Tech International, whose signatures appear below, hereby constitute and appoint A. Charles Wilson their true and lawful attorney and agent to sign, execute and cause to be filed on behalf of the undersigned any amendment or amendments, including post-effective amendments, to this Registration Statement of Trio-Tech International on Form S- 3. Each of the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. February 8, 2022 .

Pursuant to the requirements of the Securities Act of 1933, as amended, this ~~Registration Statement~~registration statement has been signed by the following persons in the capacities and on the dates indicated. ~~_Signature_ _Title_ _Date_ _/~~

By: /s/~~_A._Charles_Wilson _ Director and Chairman of the Board December 1, 1997 A. Charles Wilson __/s/_Yong_Siew_Wai _ Director, President and Chief December 1,1997~~ S.W. Yong Siew Wai Executive Officer (Principal Executive Officer) _/s/_Victor_H.M._Ting _ Senior Vice President and Chief Financi December 1, 1997 Victor H. M. Ting Officer (Principal Financial and Accounting Officer) _/s/_Jason_T._Adelman _ Director December 1,1997 Jason T. Adelman _/s/_Frank_S._Gavin _ Director December 1,1997 Frank S. Gavin _/s/_Richard_M._Horowitz _ Director December 1,1997 Richard M. Horowitz _/s/_F.D._Rogers _ Director December 1,1997 F. D. (Chuck) Rogers _/s/_William_L._Slover _ Director December 1,1997 William L. Slover EXHIBIT INDEX Exhibit _No._ _Description_ 4. Form of Common Stock certificate. 5. Opinion of Troy & Gould Professional Corporation. 23. Consent of Deloitte & Touche LLP. 23. Consent of Troy & Gould Professional Corporation (contained in Exhibit 5.1). 24. Power of Attorney (contained in Part II). ______________ December 3, 1997 TRI3-20 Trio-Tech International 355 Parkside Drive San Fernando, California 91340 Gentlemen: We have acted as counsel for Trio-Tech International, a California corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, of a Registration Statement on Form S-3 (the "Registration Statement"). The Registration Statement relates to the offer and sale by the selling securityholders named therein (the "Selling Securityholders") of up to 699,200 shares (the "Shares") of currently outstanding Common Stock, no par value ("Common Stock"), of the Company. In acting as counsel to the Company, we have examined originals or copies, certified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary, and we are familiar with the proceedings heretofore taken by the Company in connection with the authorization, issue and sale by the Company to the Selling Securityholders of the Shares. In addition, we have examined such books and records of the Company as in our judgment is necessary or appropriate to enable us to render the opinions expressed below. We are opining herein only as to the effect of the federal laws of the United States and the internal laws of the State of California, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of originals of all such latter documents. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. Based on the foregoing, it is our opinion that, subject to effectiveness with the Commission of the Registration Statement, the Shares, when sold by the Selling Securityholders in the manner contemplated in the Prospectus made part of the Registration Statement, will be legally issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and the use of our name in the Registration Statement and Prospectus of the Company made a part thereof. By giving you this opinion and consent, we do not admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term "expert" as used in Section 11 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, nor do we admit that we are in the category of persons whose consent is required under Section 7 of said Act. Very truly yours, /s/ Troy & Gould TROY & GOULD Professional Corporation INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Trio-Tech International on Form S-3 of our report dated September 5, 1997 appearing in the Annual Report on Form 10-K of Trio-Tech International for the year ended June 27, 1997 and to the reference to us under the heading "Experts" in the Prospectus, which is a part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP December 3, 1997 TRIO-TECH INTERNATIONAL NUMBER SHARES Incorporated under the laws of the State of California COMMON STOCK CUSIP 896712 20 5 SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF TRIO-TECH INTERNATIONAL (hereinafter called the "Corporation"),transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: Secretary (image of Corporate Seal) President COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER COMPANY, New York, New York TRANSFER AGENT AND REGISTRAR, AUTHORIZED SIGNATURE The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT_______.Custodian (cust) (Minor) under Uniform Gifts to Minors Act_______.. (State) UNIF TRF MIN ACT_____..Custodian (until age________.) (Cust) __________.under Uniform Transfers (Minor) to Minors Act (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED____________..hereby sell, assign and transfer unto _______________________ __________________________________.. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE_____.. (NAME AND ADDRESS OF TRANSFEREE SHOULD BE PRINTED OR TYPEWRITTEN) ______Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint____ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(s) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGMENT OR ANY CHANGE WHATEVER.

California		95-2086631
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Trio-Tech International Block 1008 Toa Payoh North Unit 03-09 Singapore 318996 (65) 6265 3300		Victor H.M. Ting Vice President and Chief Financial Officer Trio-Tech International Block 1008 Toa Payoh North Unit 03-09 Singapore 318996 (65) 6265 3300
(Address, including zip code, and telephone number, including area code of Registrant’s principal executive offices),		(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Ownership	Location
Express Test Corporation (Dormant)	100%	Van Nuys, California
Trio-Tech Reliability Services (Dormant)	100%	Van Nuys, California
KTS Incorporated, dba Universal Systems (Dormant)	100%	Van Nuys, California
European Electronic Test Centre (Dormant)	100%	Dublin, Ireland
Trio-Tech International Pte. Ltd.	100%	Singapore
Universal (Far East) Pte. Ltd. *	100%	Singapore
Trio-Tech International (Thailand) Co. Ltd. *	100%	Bangkok, Thailand
Trio-Tech (Bangkok) Co. Ltd.*	100%	Bangkok, Thailand
Trio-Tech (Malaysia) Sdn. Bhd. (55% owned by Trio-Tech International Pte. Ltd.)	55%	Penang and Selangor, Malaysia
Trio-Tech (Kuala Lumpur) Sdn. Bhd. (100% owned by Trio-Tech Malaysia Sdn. Bhd.)	55%	Selangor, Malaysia
Prestal Enterprise Sdn. Bhd. (76% owned by Trio-Tech International Pte. Ltd.)	76%	Selangor, Malaysia
Trio-Tech (SIP) Co., Ltd. *	100%	Suzhou, China
Trio-Tech (Chongqing) Co. Ltd. *	100%	Chongqing, China
SHI International Pte. Ltd. (Dormant) (55% owned by Trio-Tech International Pte. Ltd)	55%	Singapore
PT SHI Indonesia (Dormant) (100% owned by SHI International Pte. Ltd.)	55%	Batam, Indonesia
Trio-Tech (Tianjin) Co., Ltd. *	100%	Tianjin, China
Trio-Tech (Jiangsu) Co., Ltd.	51%	Suzhou, China

1.1*	Form of Underwriting Agreement
1.2*	Form of Placement Agent Agreement
4.1*	Form of indenture for senior debt securities
4.2*	Form of indenture for subordinated debt securities
4.3*	Form of senior note
4.4*	Form of subordinated note
4.5*	Form of any warrant agreement with respect to each particular series of warrants issued hereunder
4.6*	Form of any warrant agency agreement with respect to each particular series of warrants issued hereunder
4.7*	Form of any unit agreement with respect to any unit issued hereunder
5.1*	Opinion of Disclosure Law Group, a Professional Corporation
23.1*	Consent of Disclosure Law Group, a Professional Corporation
23.2	Consent of Independent Registered Public Accounting Firm – Mazars LLP, filed herewith
24	Power of Attorney (located on signature page of the Registration Statement on Form S-3, filed December 3, 2021)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

Title of each class of securities to be registered	Amount to be Registered (1)			Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, no par value		(1	)		(1	)(2)		(1	)(2)	$	—
Warrants		(1	)		(1	)(2)		(1	)(2)		—
Debt Securities		(1	)		(1	)(2)		(1	)(2)		—
Units		(1	)		(1	)(2)		(1	)(2)		—
Total		(1	)				$	10,000,000		$	927	(3) (4)

(1)	There are being registered hereunder such indeterminate number of shares of common stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants and units as shall have an aggregate offering price not to exceed $10 million. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate offering price not to exceed $10 million, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and amount of debt securities as may be issued upon exchange for debt securities, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)	The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security.

(3)	Calculated pursuant to Rule 457(o) under the Securities Act.

(4)	Previously paid.


	The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.


	PAGE

About This Prospectus	1

Company Overview	2

Risk Factors	5

Cautionary Notes Regarding Forward-Looking Statements	14

Use of Proceeds	15

Description of our Capital Stock	16

Description of our Debt Securities	17

Description of our Warrants	24

Description of our Units	26

Plan of Distribution	28

Legal Matters	29

Experts	29

Where You Can Find More Information	29

Incorporation of Certain Information by Reference	30

	Amount
SEC registration fee	$	927
Legal fees and expenses	$	25,000
Accounting fees and expenses	$	7,000
Printing and miscellaneous fees and expenses	$	5,000
Total	$	37,927

	TRIO-TECH INTERNATIONAL

	By:	/s/ S. W. Yong
		S. W. Yong
		President and Chief Executive Officer

Name	Position	Date

/s/ *	President and Chief Executive Officer	February 8, 2022
S.W. Yong	(Principal Executive Officer)

/s/ *	Vice President and Chief Financial Officer	February 8, 2022
Victor H. M. Ting	(Principal Financial Officer)

/s/ *	Chairman of the Board	February 8, 2022
A. Charles Wilson

/s/ *	Director	February 8, 2022
Jason T. Adelman

/s/ *	Director	February 8, 2022
Richard M. Horowitz