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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: October 23, 2026
IDAHO
COPPER CORPORATION
(Exact
name of Registrant as specified in its Charter)
| Nevada |
|
001-43386 |
|
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:
| Title
of each class |
|
Trading
Symbols(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
COPR |
|
NYSE
American LLC |
| Common
Stock Purchase Warrant |
|
COPR
WS |
|
NYSE
American LLC |
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
7.01. Regulation FD Disclosure.
On
October 23, 2026, Idaho Copper Corporation (the “Company”) filed on
SEDAR+ (the Canadian Public Securities Filing System) a copy of its Preliminary Economic Assessment and
NI 43-101 Technical Report (the
“Canadian PEA”) compliant with National Instrument 43-101 promulgated by
the Canadian Securities Administrators. A copy of the Canadian PEA is available on the Company’s website at https://ir.idaho-copper.com/presentation/investor-presentation/. The
Company intends to file a Current Report on Form 8-K with a revised version of the Canadian PEA compliant with Subpart 1300 of
Regulation S-K (such revised version the “US PEA”) in the near future. A
copy of the US PEA will also be available on the Company’s website.
The
information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information
of the information contained in this Item 7.01.
Forward-Looking
Statements
This
Current Report on Form 8-K, including Exhibit 99.1 hereto, contains “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and such forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (15 U.S.C. §78u-5). Forward-looking statements
are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs,
expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and
trends, the economy, and other future conditions, including with respect to the anticipate filing of the US PEA and posting of the US
PEA on the Company’s website. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s
actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, readers
should not rely on any of these forward-looking statements. Important factors that could cause the Company’s actual results and
financial condition to differ materially from those indicated in the forward-looking statements are discussed or identified in the Company’s
filings with the Securities and Exchange Commission, including the risk factors contained in its most recent Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements attributable to the Company or persons acting on the Company’s
behalf are expressly qualified in their entirety by these cautionary statements. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation
to update these statements as a result of new information or future events, except as required by law.
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:
October 23, 2026
| |
IDAHO
COPPER CORPORATION |
| |
|
|
| |
By:
|
/s/
Robert Scannell |
| |
Name:
|
Robert
Scannell |
| |
Title: |
Executive
Chairman |
