Current Report Filing (8-k)
21 March 2023 - 6:25AM
Edgar (US Regulatory)
0001263364
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0001263364
2023-03-14
2023-03-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report: March
14, 2023
IDAHO COPPER CORPORATION
(Exact name of Registrant
as specified in its Charter)
| Nevada |
|
333-108715 |
|
98-0221494 |
(State or Other
Jurisdiction
of Incorporation) | |
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
800 W. Main Street,
Suite 1460, Boise, Idaho 83702
(Address of Principal
Executive Offices)
208-274-9220
(Registrant’s Telephone
Number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions (see general instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14-a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act: None.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT
Idaho Copper Corporation (the “Company”)
has dismissed HHC (the “Former Accounting Firm”) as its independent registered public accounting firm, effective as of March
14, 2023. As described in Item 4.01(a) below, the change in independent registered public accounting firm is not the result of any disagreement
with the Former Accounting Firm.
Item 4.01(a) Previous Independent Accountants
(i) On
March 14, 2023, the Company dismissed the Former Accounting Firm as its independent registered public accounting firm effective on that
date.
(ii) The
report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2022, and
2021, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting
principles except as set forth in subparagraph (iii) below.
(iii) The
report of the Former Accounting Firm on the Company’s financial statements as of and for the years ended December 31, 2022, and
2021, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as
a going concern as the Company has incurred net losses since inception and uncertain conditions exist which the Company faces relative
to its obtaining capital in the equity markets.
(v) The Company’s Board made the decision to change independent accountants, acting under authority delegated to it, and approved
the change of the independent accountants at a meeting on March 14, 2023, which change was ratified by unanimous written consent of the
Company’s Board on March 17, 2023.
(iv) During the fiscal years
ending December 31, 2022 and 2021, and during the interim period through March 14, 2023, there (i) have been no disagreements with the
Former Accounting Firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of the Former Accounting Firm, would have caused the Former Accounting Firm to
make reference to the subject matter of such disagreements in its reports on the financial statements for such years, and (ii) were no
reportable events of the kind referenced in Item 304(a)(1)(v) of Regulation SK.
The Company requested that the Former Accounting
Firm furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.
A copy of the letter from the Former Accounting Firm is attached hereto as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. |
| Description |
| 16.1 |
| Letter from HCC |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 20, 2023
| |
IDAHO COPPER CORPORATION |
| |
|
|
| |
By: |
/s/ Robert Scannell |
| |
Name: |
Robert Scannell |
| |
Title: |
Chief Financial Officer |
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