SecProbe.io

CORRESP
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filename1.htm

  Mark E. Crone

                         Managing Partner

                         mcrone@cronelawgroup.com

September
18, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Steve Lo

Kimberly
Calder

John
Coleman

Cheryl
Brown

Irene
Barberena-Meissner

    Re:
    Idaho
    Copper Corporation

    Registration
    Statement on Form S-1

    Submitted
    July 11, 2024

    File
    No. 333-280762

Dear
Sir and Madam:

On
behalf of Idaho Copper Corporation, a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form S-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated August 9, 2024, with reference to the Company’s Registration
Statement on Form S-1 filed with the Commission on July 11, 2024.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Registration
Statement on Form S-1

Cautionary
Note Regarding Forward-Looking Statements, page 1

    1.
    We
    note your disclosure on page 7 and elsewhere in your prospectus that your shares of common stock are subject to the “penny
    stock” rules of the SEC. Since your common stock is considered a penny stock, reliance upon the safe harbor provisions for
    forward-looking statements of the Private Securities Litigation Reform Act of 1995 found in Section 27A of the Securities Act and
    Section 21E of the Securities Exchange Act does not apply to you. Please revise to remove these references.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 1.

Risks
Associated with Mining Business, page 8

    2.
    We
    note that you intend on focusing your exploration of property located in south-central Idaho. Please discuss any risks associated
    with operating in one geographic area.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 8.

420 Lexington Avenue, Suite 2446, New York, NY 10170
| 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 |
818-930-5686

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 2

    3.
    If
    material, please revise your disclosure to discuss the risks to your business and operations related to climate change, including,
    but not limited to, an increase in catastrophic events related to climate change, or existing or pending legislation or regulation
    that relates to climate change.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 11.

Risk
Factors

Risks
Relating to this Offering, page 13

    4.
    We
    note the shares of common stock being offered in this prospectus represent a substantial percentage of your outstanding common
    stock. Please revise your risk factor disclosure to discuss related risks.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 13.

Plan
of Distribution, page 22

    5.
    We
    note your disclosure on page 22 that your selling securityholders may sell their securities pursuant to any method permitted by applicable
    law. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material
    change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii)
    of Regulation S-K.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 23.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 25

    6.
    Please
    expand on the revenues you expect to offset expenses during the next twelve months of operations, given that you historically have
    had no revenue.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 25.

Recently
Adopted Accounting Policies, page 29

    7.
    Please
    update your discussion of the adoption of ASU No. 2020-06, given that it was adopted by you on February 1, 2024.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 29.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page
3

Description
of Business, page 30

    8.
    We
    note your disclosure on page 10 that mineral exploration and extraction are governed by laws and regulations, including those with
    respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health,
    waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Please expand your disclosure
    to describe these regulations to the extent they are material to your business and operations.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 35.

Description
of Business, page 34

    9.
    Please
    revise to remove estimates that are not S-K 1300 compliant, such as the historical resources and related cost estimates found on
    page 34 of your registration statement.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 34.

    10.
    Please
    revise to include the information required under Item 1304(b) of Regulation S-K, including:

●
the location, accurate to within one mile, using an easily recognizable coordinate system,

●
the total cost or book value of the property, and

●
a brief description of any significant encumbrances to the property, including current and future permitting requirements and the associated
timelines and conditions.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 30, 35, 37 and 40.

Current
Planned Working Programs, page 36

    11.
    We
    note your disclosure regarding the completion of the updated PEA and, pending issuance by the USFS of approval of the Company’s
    Plan of Operations under an Environmental Assessment expected to be published in April 2024, you intend to proceed with additional
    exploration. Please revise to disclose the status of this approval, and provide applicable risk factor disclosure regarding any impact
    on your planned operations should such approval not be issued.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 9 and 35.

    12.
    We
    note that you have signed an agreement to test CuMo material with MineSense, Technologies Ltd. and have contracted with SGS Bateman,
    Inc. to undertake metallurgical test work and act as lead author, to publish an updated PEA. Please expand your disclosure to provide
    the material terms of these agreements.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 36.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 4

Management,
page 41

    13.
    Please
    clarify whether your executive officers are currently working full-time for the company, and the number of hours per week that they
    devote to your operations. If applicable, please also provide a risk factor that addresses limitations on the time and attention
    that your officers are able to devote to the company, any potential conflicts of interest as a result of such activity, and any procedures
    for addressing potential conflicts of interest. Refer to Item 401(e) of Regulation S-K.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 44.

Experts,
page 51

    14.
    Please
    revise to indicate that GreenGrowth CPAs audited the fiscal year January 31, 2024 financial statements. Additionally, revise the
    change in fiscal year end to indicate from December 31st of each year to January 31st, rather than from January 31st of each year
    to January 31st. Finally, indicate that Turner, Stone & Company was engaged on March 27, 2023 to audit the year ended January
    31, 2023.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 51.

Index
to Consolidated Financial Statements, page F-1

    15.
    Since
    you state on page 51 under Experts that the financial statements for the quarter ended April 30, 2024 were reviewed by GreenGrowth
    CPAs, please provide a report from GreenGrowth CPAs for the review of the April 30, 2024 interim financial statements. Refer to Rule
    8-03 of Regulation S-X.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 51.

Consolidated
Statements of Cash Flows, page F-7 16.

    16.
    Please
    tell us the nature of Expenses paid by parent company of $395,735 and why they are removed from the net loss.

Response:
The Company respectfully advises the Staff that International CuMo Mining Corporation (now Idaho Copper Corporation), an Idaho
corporation (“ICUMO”), was previously a wholly owned subsidiary of Multimetal Development Limited, a British Columbia corporation
(“Multimetal”). The financials, as reported in the Form 10-K, as of January 31, 2022, were comprised solely of ICUMO. Multimetal
had paid expenses on behalf of ICUMO.

The
$395,735 was not removed from the net loss as it was included as a reconciling item in the “Adjustments” to reconcile
net loss to net cash used in operating activities on the Consolidated Statements of Cash Flows. The amount was treated as an equity contribution.

The
$395,735 was used primarily for professional fees and other operating expenses.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 5

    17.
    We
    note Proceeds from a note payable of $316,000 in 2023. Please tell us where such note is recorded on the Balance Sheet at January
    31, 2023.

Response:
We respectfully advise the Staff that the proceeds were $361,000, which was recorded in non-current convertible notes payable, net
of discounts ($325,000), and non-current bond liabilities ($36,000) on the Balance Sheet as of January 31, 2023.

    18.
    We
    note that Convertible notes payable increased by $405,570 between 2023 and 2024 per the Balance Sheet on page F-4. However, the Statements
    of Cash Flows for 2024 shows proceeds of $202,200. Please explain the difference.

Response:
We respectfully advise the Staff as follows:

The
convertible notes payable increased a net of $405,570 which was reflected on the Consolidated Statements of Cash Flows as:

    (i)
    an
    increase of $261,062 related to amortization of beneficial conversion feature (as reported on a separate line item on the Consolidated
    Statements of Cash Flows).

    (ii)
    an
    increase of $45,266 related to the amortization
    of debt discount (as reported on a separate line item on the Consolidated Statements of Cash Flows).

    (iii)
    a
    decrease of $1,000 related to accounts payable
    and accrued expenses.

    (iv)
    an
    increase of $1,887 related to accrued expenses – related party.

    (v)
    an increase of $98,354 related to the proceeds
    from convertible notes payable.

Note
2 - Summary of Significant Accounting Policies, page F-8

    19.
    Given
    that the company has no Unproven Mineral Rights Interests nor Long-lived Assets, please consider re-wording the policies associated
    with these assets here, on pages 28 and 29 and pages F-23 and F-24 to indicate these will be the policies when you have such assets.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 29, F-10, F-11, F-23
and F-24.

Note
3 - Reclamation Bonds and Provisions, page F-12

    20.
    We
    note your disclosure in Note 3 that you have recorded provisions for estimated reclamation costs and that such provisions are comprised
    of deposits to the Bureau of Land Management, the United States Forest Service, the third-party provider of the surety, and other
    agencies. Additionally, we note your accounting policy on page F-11 for Reclamation Provision, which indicates that at January 31,
    2024, there are no costs, as production has not yet commenced. Please reconcile these disclosures and tell us how much the provision
    is and where such provision is located on the Balance Sheet at January 31, 2024.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

U.S. Securities and Exchange Commission

Division of Corporation Finance

September
18, 2024

Page 6

Note
4 - Convertible Notes, page F-12

    21.
    Please
    clarify or revise to clearly describe the property noted as collateral in the table in Note 4 for each of your convertible notes.
    In this regard, we note no property asset in your balance sheet.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

    22.
    Please
    explain in more detail the transactions that resulted in the issuance of replacement notes and warrants for the issued and outstanding
    convertible notes and warrants of ICUMO that led to the recognition of a loss on extinguishment of liabilities in stock-based compensation
    of approximately $ 1,774,000 during the year ended January 31, 2023.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-12.

Note
5 - Bond Liabilities, page F-13

    23.
    Please
    revise to describe the nature of these bond liabilities and how they were originated. In addition, disclose the key features of these
    liabilities including, if any, but not limited to, payment installment, interest rate, payment and due dates, and the accounting
    for these bond liabilities. See ASC 470-10-50.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-13.

Note
7 - Stockholders’ Equity, page F-13

    24.
    We
    note you entered into Unit Subscription Purchase Agreements with purchasers for an aggregate of 23 Units at a price of $12,000 per
    Unit on January 12, 2024. We also note from page 3 that from August 14, 2023 through December 11, 2023 you entered into Subscription
    Agreements with purchasers for 23 Units at a price of $12,000 per Unit. Please clarify the date of the Unit Subscription Purchase
    Agreement.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-13.

    25.
    We
    note the disclosures regarding executive compensation in Notes 6 and 7 on page F-13 and on page 43. Please reconcile for us the compensation
    detailed on page 43 of $467,000 in 2023 and $806,667 in 2024 with the amounts shown as Payroll and related expenses in the Statements
    of Operations on page F-5 for the same periods. In this regard, address how much is stock-based compensation versus payroll expense.

Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on page F-13.

U.S. Securities and Exchange Commission

Division