Idaho Copper Corp

As filed with the U.S. Securities and Exchange Commission on October 6, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

800 W. Main Street, Suite 1460, Boise, ID 83702

Telephone:(208) 274-9220

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Andrew Brodkey | Chief Executive Officer

800 W. Main Street, Suite 1460, Boise, ID 83702

Telephone: (208) 274-9220

(Address, including zip code, and telephone number,

including area code, ofagent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

781,250 Shares

Common Stock

This is a firm commitment public offering of 781,250 shares of common stock (as adjusted for the proposed 1:20 reverse stock split) shares of common stock, par value $0.001 of Idaho Copper Corporation, a Nevada corporation (the “Common Stock”) at an assumed public offering price per share of $6.40 (as adjusted for the proposed 1:20 reverse stock split), based on the last reported sale price of our common stock on the OTCID Basic Market on , 2025. The final public offering price of the shares of Common Stock in this offering will be determined through negotiation between us and the underwriters in the offering and the recent market price used throughout this prospectus may not be indicative of the final offering price.

Our Common Stock is quoted on the OTCID Basic Market of OTC Markets Group Inc. under the symbol “COPR”. There is currently a limited public trading market for our Common Stock. We intend to apply to list our Common Stock on the NYSE American under the symbol “COPR”. At this time, NYSE American has not yet approved our application to list our Common Stock. The closing of this offering is conditioned upon NYSE American’s final approval of our listing application. However, there is no guarantee or assurance that such application will be approved, and if our application is not approved by NYSE American, this offering will not be completed. Prior to the closing of this offering, the Company intends to effect a reverse stock split of its common stock at a ratio of 1-for-20, which has been determined by the board of directors in order to meet the initial listing requirements of the NYSE American. The share and per share information in this prospectus, including where specifically referred to as presented on a “pre-split” basis, does not reflect such consolidation or reverse stock split, except for the references to the number of shares of our common stock offered in this offering and where referred to as “adjusted for proposed 1:20 stock split”.

Investing in our securities involves a high degree of risk. You should consider carefully the section entitled “risk factors” in this prospectus beginning on page 5.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read 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 these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the underwriter to purchase up to an additional 117,187 shares of Common Stock to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about , 2025

ThinkEquity

The date of this prospectus is , 2025

IDAHO COPPER CORPORATION

TABLE OF CONTENTS

Neither we nor the underwriter have authorized anyone to provide any information or to make any representations other than those contained in this prospectus. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of its time of delivery or any sale of our Common Stock. Our business, financial condition, results of operations and prospects 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 or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions 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 beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

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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 involved in mining operations.

**Cored holes.**Drilled using specialized hollow bits to extract core samples which provides geologists and exploration companies with detailed, 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, often within sediment-hosted deposits, hydrothermal veins, or skarns.

Cu-Mo zone. A geological area or deposit containing commercially valuable concentrations of both copper (Cu) and molybdenum (Mo) minerals, often associated with porphyry deposits.

**Cutoff grade.**The minimum grade (quality) of ore that is considered economically viable to extract and process from a mineral deposit.

Down-hole histogram. Tools for visualizing and analyzing data collected from drill holes.

Felsic intrusive phases. Bodies of igneous rock that formed from slowly cooling, silica-rich magma beneath the Earth’s surface.

**HQ.**Core diameter (around 63.5 mm).

**In-situ grade.**Refers to the concentration of valuable minerals within an ore body that is targeted for extraction using in-situ recovery (ISR) techniques, such as solution mining, before the ore is physically removed from the ground.

Lode mining claims. A mining claim where valuable minerals are found within a vein, lode, or ledge, typically embedded in hard rock.

**Ma.**A milliampere (symbol: ma) is a submultiple of the SI base unit of electrical current, the ampere. It is defined as one thousandth of an ampere.

Mineralization. The geological process where economically important metals or minerals are deposited in a host rock, forming an orebody that can be mined for profit.

Mo zone. Refers to an area with a high concentration of Molybdenum (Mo) ore.

MoS2. Known as molybdenite, it is a key mineral in mining, found in low-grade porphyry deposits of molybdenum and copper.

Net smelter return. The revenue a mining company receives from selling processed minerals, minus the costs of transportation, smelting, and refining.

NI 43-101. Canada’s mandatory National Instrument for disclosure of scientific and technical information about mineral projects, establishing standards to protect investors and ensure information is accurate, consistent, and understandable.

NQ. Core diameter (around 47.6 mm).

Ordinary kriging. A widely used geostatistical method for estimating ore grades and mineral reserves by using a weighted average of nearby samples to predict values at unsampled locations.

PEA. A high-level, early-stage study that provides a first look at a mineral project’s potential economic viability.

Pit constraint. Any limitation or condition that must be satisfied when designing an open-pit mine to ensure safe and profitable extraction of ore.

Placer operations. Methods for extracting valuable minerals like gold, tin, and diamonds from unconsolidated deposits such as riverbeds and beach sands, where natural forces have concentrated them.

**Porphyry.**A type of igneous rock characterized by large crystals (phenocrysts) embedded in a finer-grained groundmass.

Qualified Person. An individual with a relevant professional degree and a minimum of five years of specific, relevant industry experience who is qualified to prepare and be responsible for the technical reports and public disclosures related to a mineral project.

RCV calculation. Determines revenue and investment within specific industries.

Rotary holes. Created using rotary drill rigs and are crucial for placing explosives to break up large sections of rock, facilitating mining operations.

**TRS.**A detailed document that provides a summary of material scientific and technical information about a mineral property.

Unorganized mining district. A designated area for mining that is not formally structured, managed, or administered in the same way as other organized districts, often characterized by a less formal legal framework and more ad hoc operations, particularly within historical records or for the general region of United States federal land.

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