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CORRESP Filing

Idaho Copper Corp
Date: May 28, 2025 · CIK: 0001263364 · Accession: 0001641172-25-012751

Regulatory Compliance Financial Reporting Risk Disclosure

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File numbers found in text: 333-280762

Referenced dates: May 16, 2025

Date
May 28, 2025
Author
THE
Form
CORRESP
Company
Idaho Copper Corp

Letter

Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Re: Idaho Copper Corporation Amendment No. 7 to Registration Statement on Form S-1 Submitted April 15, 2025 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 May 16, 2025, with reference to the Company's Registration Statement on Form S-1/A filed with the Commission on April 25, 2025.

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.

Amendment No. 7 to Registration Statement on Form S-1

Prospectus Summary

Summary of Risk Factors, page 4

1. Please substantially revise this section to conform with the revisions to the longer discussions of risks under Risk Factors beginning on page 6.

Response: The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 4.

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

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

The Offering, page 5

2. Please reconcile the Outstanding Common Stock Before the Offering of 261,463,039 to the number of common share outstanding on page F-4 of 261,463,225. If there has been activity since January 31, 2025, please revise Note 10 - Subsequent Events on page F-18.

Response: The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 3, 31 and Note 10 - Subsequent Events on page F-18 and the shares of outstanding common stock has been updated as of the date of the Amended Registration Statement.

We hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do not hesitate to contact the undersigned.

Sincerely,
THE
CRONE LAW GROUP P.C.

Show Raw Text
CORRESP
 1
 filename1.htm

 Mark
 E. Crone
 Managing
 Partner
 mcrone@cronelawgroup.com

 May
28, 2025

 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

 Amendment
 No. 7 to Registration Statement on Form S-1

 Submitted
 April 15, 2025

 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 May 16, 2025, with reference to the Company's Registration
Statement on Form S-1/A filed with the Commission on April 25, 2025.

 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.

 Amendment
No. 7 to Registration Statement on Form S-1

 Prospectus
Summary

 Summary
of Risk Factors, page 4

 1.
 Please
 substantially revise this section to conform with the revisions to the longer discussions of risks under Risk Factors beginning on
 page 6.

 Response:
 The Amended Registration Statement has been revised in accordance with the comments of the Staff on page 4.

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

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

 The
Offering, page 5

 2.
 Please
 reconcile the Outstanding Common Stock Before the Offering of 261,463,039 to the number of common share outstanding on page F-4 of
 261,463,225. If there has been activity since January 31, 2025, please revise Note 10 - Subsequent Events on page F-18.

 Response:
 The Amended Registration Statement has been revised in accordance with the comments of the Staff on pages 3, 31 and Note 10 -
Subsequent Events on page F-18 and the shares of outstanding common stock has been updated as of the date of the Amended Registration
Statement.

 We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

 Sincerely,

 THE
CRONE LAW GROUP P.C.

 cc:
Steven Rudofsky

 Chief
Executive Officer

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

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