Idaho Copper Corp美股招股说明书(2026-07-06版)

3,712,000 Shares of Common Stock3,712,000 Warrants to purchase Shares of Common Stock Idaho Copper Corporation This is a firm commitment public offering of 3,712,000 shares of common stock, par value $0.001 per share (the “Common Stock”)and accompanying warrants to purchase 3,712,000 shares of Common Stock, or “Warrants” of Idaho Copper Corporation, a Nevadacorporation at an aggregate public offering price of $4.85 per share of Common Stock and accompanying Warrant. Our Common Stock is listed on the NYSE American under the symbol “COPR,” and the Warrants are listed on the NYSE Americanunder the symbol “COPR WS.” Investing in our securities involves a high degree of risk. You should consider carefully the section entitled “risk factors” in thisprospectus beginning on page 6. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Offering priceUnderwriting discounts and commissions(1)Proceeds to the company before expenses (1)Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial publicoffering price payable to the underwriters. We refer you to “Underwriting” beginning on page 60 for additional informationregarding underwriters’ compensation. We have granted a 45-day option to the underwriter to purchase up to an additional 556,800 shares of Common Stock and/or up to anadditional 556,800 Warrants to cover over-allotments, if any. The underwriters expect to deliver the securities to purchasers on or about July 6, 2026 ThinkEquity The date of this prospectus is July 1, 2026 IDAHO COPPER CORPORATION TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS22INDUSTRY AND OTHER DATA22USE OF PROCEEDS22DIVIDEND POLICY23CAPITALIZATION23DILUTION24MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS25DESCRIPTION OF BUSINESS30MANAGEMENT47SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT54CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE55DESCRIPTION OF SECURITIES56SHARES ELIGIBLE FOR FUTURE SALE59UNDERWRITING60LEGAL MATTERS65EXPERTS65WHERE YOU CAN FIND MORE INFORMATION66INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF IDAHO COPPER CORPORATION, INC.F-1 Neither we nor the underwriter have authorized anyone to provide any information or to make any representations other than thosecontained in this prospectus. We take no responsibility for and can provide no assurance as to the reliability of any other informationthat others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of itsdate, regardless of its time of delivery or any sale of our Common Stock. Our business, financial condition, results of operations andprospects may have changed since that date. For investors outside the United States: Neither we nor the underwriter have done anything that would permit this offering orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of the shares of Common Stock and the distribution of this prospectus outside the United States. This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyondour control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” GLOSSARY OF MINING TERMS The following are abbreviations and definitions of certain terms commonly used in the mining industry and this document: 1300 of Commission Regulation S-K.Subpart 1300 of Regulation S-K governs the disclosure requirements for registrants involvedin mining operations. Cored holes.Drilled using specialized hollow bits to extract core samples which provides geologists and exploration companies withdetailed, representative data on subsurface geology, aiding in decisions to start or abandon mining operations. Cu-Ag zone. An area where both copper (Cu) and silver (Ag) are found together in economically significant concentrations, oftenwithin sediment-hosted deposits, hydrothermal veins, or skarns. Cu-Mo zone. A geological area or deposit containing commercially valuable concentrations of both copper (Cu) and molyb