Form 8-K - Current report
30 January 2024 - 3:37AM
Edgar (US Regulatory)
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0001263364
0001263364
2024-01-29
2024-01-29
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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: January 29, 2024
IDAHO
COPPER CORPORATION
(Exact
name of Registrant as specified in its Charter)
Nevada |
|
333-108715 |
|
98-0221494 |
(State
or Other Jurisdiction of |
|
(Commission
|
|
(I.R.S.
Employer |
Incorporation) |
|
File
Number) |
|
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 REGISRANT’S CERTIFYING ACCOUNTANT
Idaho
Copper Corporation (the “Company”) has dismissed Turner, Stone & Company, LLP (the “Former Accounting Firm”)
as its independent registered public accounting firm, effective as of January 23, 2024. 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 January 23, 2024, 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 year ended January 31, 2023, 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 year ended January 31, 2023, 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 January 24, 2024.
(iv)
During the fiscal year ending January 31, 2023, and during the interim period through January 24, 2024, 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 S-K.
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
4.01(b) New Independent Accountants
On
January 25, 2024, the Company engaged GreenGrowth CPAs, Inc. (the “New Accounting Firm”) as our independent registered public
accounting firm for the year ended January 31, 2024. The Board made the decision to engage the New Accounting Firm acting under authority
delegated to it, and the Board of Directors approved the same on January 25, 2024.
The
Company has not consulted with the New Accounting Firm during our two most recent fiscal years or during any subsequent interim period
prior to January 25, 2024 (the date of the New Accounting Firm’s appointment), regarding (i) the application of accounting principles
to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on our financial
statements, and neither a written report was provided to us nor oral advice was provided that the New Accounting Firm concluded was an
important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or
(iii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Exhibits
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:
January 29, 2024
|
IDAHO
COPPER CORPORATION |
|
|
|
|
By: |
/s/
Robert Scannell |
|
Name: |
Robert
Scannell |
|
Title: |
Chief
Financial Officer |
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