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Idaho Copper Corp美股招股说明书(2026-07-24版)

2026-07-24 美股招股说明书 尊敬冯
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IDAHO COPPER CORPORATION This prospectus supplement updates and supplements the prospectus dated August 8, 2025 (the “Prospectus”), which forms a part of our registration statementon Form S-1 (No. 333-280762). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information in our (i)Quarterly Report on Form 10-Q for the period ended April 30, 2026, filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2026 (the “QuarterlyReport”), and (ii) Annual Report on Form 10-K for the period ended January 31, 2026, filed with the SEC on March 17, 2026 (the “Annual Report”). Accordingly, wehave attached the Quarterly Report and Annual Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilizedexcept in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with theProspectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in thisprospectus supplement. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 6 of the Prospectus. Neither the U.S. Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July 23, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q ☒Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended April 30, 2026 ☐Transition report pursuant to Section 13 or 15(d) of the Exchange Act For the transition period from _________ to _________. IDAHO COPPER CORPORATION(Exact Name of Registrant as Specified in its Charter) N/A(Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.YES☒NO☐ Note: The Registrant has voluntarily filed all periodic reports under the Securities Exchange Act of 1934 for the preceding 12 months. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ 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 emerginggrowth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. (Check One): Large Accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act):YES☐NO☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 29, 2026, the issuer had14,061,261 shares issued, issuable, and outstanding. IDAHO COPPER CORPORATION QUARTERLY REPORT ON FORM 10-Q April 30, 2026 TABLE OF CONTENTS PART I.FINANCIAL INFORMATION Item 1.Condensed Consolidated Financial Statements (unaudited)3Condensed Consolidated Balance Sheets (unaudited)4Condensed Consolidated Statements of Operations (unaudited)5Condensed Consolidated Statements of Changes in Stockholders’ Deficit (unaudited)6Condensed Consolidated Statements of Cash Flows (unaudited)7Notes to the Condensed Consolidated Financial Statements (unaudited)8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures about Market Risk26Item 4.Controls and Procedures26 FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities LitigationReform Act of 1995, that involve substantial risks and uncertainties. Forward-looking statements include statements preceded