UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
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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):
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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. ☐
EXPLANATORY NOTE
On October 8, 2024, Idaho Copper Corporation, a Nevada corporation, filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Form 8-K”) to report a change in its independent registered public accounting firm and related matters. This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend and restate the original Form 8-K in its entirety.
Item 4.01 Changes in Registrant’s Certifying Accountant
Idaho Copper Corporation (the “Company”) dismissed GreenGrowth CPAs (the “Former Accounting Firm”) as its independent registered public accounting firm, effective October 2, 2024. As of the date of this Current Report, there have been no (i) disagreements with the Former Accounting Firm on any matter or accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which connects with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has engaged Novogradac & Company LLP as its independent registered public accounting firm for the new fiscal year end of
January 31, 2025 (the “New Accounting Firm”). The board of directors of the Company (the “Board”) made the decision
to engage the New Accounting Firm acting under authority delegated to it, and the Board approved the same on October 2, 2024. During
the fiscal year ended January 31, 2024 the Former Accounting Firm’s audit report on the Company’s financial statements did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
The Company has not consulted with the New Accounting Firm during its two most recent fiscal years or during any subsequent interim period prior to October 2, 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 the Company 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 SK and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation SK).
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided the Former Accounting Firm with a copy of the disclosures contained in this Current Report on Form 8-K prior to its filing with the Commission and requested the Former Accounting Firm to furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated November 19, 2024, is filed 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 GreenGrowth CPA | |
| 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: November 20, 2024
| IDAHO COPPER CORPORATION | ||
| By: | /s/ Robert Scannell | |
| Name: | Robert Scannell | |
| Title: | Chief Financial Officer | |