Welcome to our dedicated page for Black Hawk Acquisition SEC filings (Ticker: BKHA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Black Hawk Acquisition Corporation (BKHA) provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. These filings describe BKHA as a Cayman Islands entity with Nasdaq-listed units, ordinary shares, and rights, and they record key developments in its lifecycle as a blank check company.
Among the important documents are current reports on Form 8-K, which disclose material events. One such Form 8-K explains that an extension payment was deposited into the company’s trust account for public shareholders, extending the deadline to consummate its initial business combination by one month. This type of filing helps investors understand how the company manages its trust account and business combination timeline.
Another key filing type is the Form 12b-25 (Notification of Late Filing). Black Hawk Acquisition Corporation filed a Form 12b-25 in connection with a quarterly report on Form 10-Q for the period ended August 31, 2025. In that filing, the company states that it was unable to compile the necessary financial information in time and therefore expected to file within the permitted extension period. The form also indicates that all other required periodic reports had been filed and that no significant change in results of operations was anticipated versus the prior year period.
On Stock Titan, these filings are paired with AI-powered summaries that explain the purpose and main points of each document in clear language. Users can quickly see what a particular Form 8-K, 10-Q, or 12b-25 means, while still having direct access to the full text from EDGAR. This structure helps investors, analysts, and researchers interpret Black Hawk Acquisition Corporation’s reporting history, trust account activity, and progress toward an initial business combination without reading every filing in detail.
Black Hawk Acquisition Corporation reported that Nasdaq notified the company it no longer meets the market value of listed securities requirement for the Nasdaq Global Market. For the last 30 consecutive business days, its market value has been below the $50,000,000 minimum required under Listing Rule 5450(b)(2)(A).
The company has 180 calendar days, until September 28, 2026, to regain compliance by having its market value at or above $50,000,000 for at least ten consecutive business days, with Nasdaq able to require up to 20 days. If it fails to regain compliance, its securities could be delisted, although it may appeal or seek transfer to the Nasdaq Capital Market. For now, its units, rights, and ordinary shares continue trading uninterrupted on the Nasdaq Global Market under the symbols BKHAU, BKHAR, and BKHA.
Black Hawk Acquisition Corporation reported that Vesicor Therapeutics, its proposed de‑SPAC business combination target, has appointed Michael Tolentino, M.D. as Chief Executive Officer effective March 17, 2026. Founder Luo Feng, Ph.D. became Chief Scientific Officer the same day, keeping scientific leadership in place.
Dr. Tolentino’s employment agreement with Vesicor has an initial 3‑year term that automatically renews annually. It provides a base salary of $48,000, subject to a mutually acceptable increase if Vesicor raises at least $5 million, plus discretionary annual bonus eligibility. If terminated without cause or for Good Reason and he signs a release, he is entitled to cash severance equal to two times his then‑current base salary and target annual bonus, and up to 24 months of paid medical, dental and vision premiums, subject to conditions.
The agreement includes customary confidentiality, intellectual property and non‑solicitation covenants, and a non‑competition restriction during employment and for one year afterward, with a carve‑out for small public equity holdings and provisions that end the non‑compete if owed severance is not paid. The filing also furnishes Dr. Tolentino’s full employment agreement and a press release announcing his appointment.
Black Hawk Acquisition Corporation, a Cayman Islands SPAC, outlines its structure, financing and path toward completing an initial business combination. The company entered a Business Combination Agreement with Vesicor Therapeutics, Inc. on April 26, 2025, subject to customary closing conditions.
Black Hawk raised $69.0 million in its March 2024 IPO and an additional $2.355 million in a private placement, placing $69.345 million in a trust account. After July 2025 shareholder redemptions tied to extending its deal deadline, approximately $22.7 million remained in the trust account.
The SPAC can extend its combination deadline on a month‑by‑month basis through December 22, 2026 if its sponsor deposits $150,000 per month via unsecured convertible promissory notes convertible at $1.00 per share. As of March 6, 2026, 4,153,577 ordinary shares were issued and outstanding. The filing details extensive redemption mechanics, competition for targets, and the risks if no business combination is completed.
Black Hawk Acquisition Corporation files an amended Form S-4 registering the proposed Business Combination with Vesicor Therapeutics, Inc., including a domestication to Delaware and rechristening as Vesicor Therapeutics Holdings, Inc.
The proxy/prospectus describes an $70,000,000 Equity Value consideration, the treatment of public redemptions (4,775,923 shares redeemed for approximately $51.0 million), and that 2,124,077 public ordinary shares remain outstanding with approximately $22.7 million then on deposit in the Trust Account. The filing discloses convertible extension notes totaling $1,000,000 (aggregate principal available) and $1,200,000 of Extension Payments funded to date.
Black Hawk Acquisition Corporation submitted a Form 12b-25 notifying the SEC that it could not file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 by the March 2, 2026 deadline due to a delay in completing the Annual Report's financial statements.
The registration states the company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. The notification is signed by Kent Louis Kaufman, Chief Executive Officer, dated March 2, 2026.
Black Hawk Acquisition Corporation entered into a convertible promissory note with its sponsor, Black Hawk Management LLC, providing up to $300,000 for working capital. The note bears interest at 10% per annum and is due at either the completion of a DeSPAC business combination or the company’s liquidation.
On liquidation, all amounts must be repaid in cash. If a DeSPAC transaction closes, the sponsor can choose cash repayment or convert the outstanding principal into ordinary shares of the post-combination company at a conversion price of $1.00 per share. Any conversion shares will have registration rights, and both the note and potential shares rely on a private offering exemption under Section 4(a)(2) of the Securities Act.
Black Hawk Acquisition Corporation reported leadership changes at Vesicor Therapeutics, its proposed merger target, following the death of Vesicor’s Chief Financial Officer, Michael Bowen, on January 27, 2026. Vesicor’s board appointed veteran healthcare executive Mitchell Creem as its new Chief Financial Officer, effective immediately, without an employment agreement.
Vesicor’s board also appointed executive and producer Frederick Woodruff Field as an independent director on January 26, 2026. The board determined that he meets Nasdaq’s independent director requirements. Vesicor states there are no special selection arrangements, no family relationships with Black Hawk’s directors or officers, and no related-party transactions involving Creem or Field that require disclosure.
Black Hawk Acquisition Corporation is asking shareholders to approve a business combination with Vesicor Therapeutics, Inc., a preclinical biotech, along with a move from Cayman to Delaware, new governing documents, a new Nasdaq listing for “Vesicor Therapeutics Holdings, Inc.” and a 2025 equity incentive plan. The merger consideration for Vesicor holders is based on a $70,000,000 equity value divided by the SPAC redemption price, with all Black Hawk Class A and B shares converting one-for-one into PubCo common stock.
Black Hawk has already seen redemptions of 4,775,923 public shares (about 69.2%), paying roughly $51.0 million from the trust and leaving 2,124,077 public shares and about $22.7 million in the trust before taxes and fees. Extensions to December 22, 2026 require $150,000 monthly deposits funded by two sponsor convertible notes totaling $700,000, each convertible at $1.00 per share.
The deal is conditioned on multiple approvals and on Vesicor arranging at least $10,000,000 of additional financing, although this and Nasdaq listing conditions may be waived, which could leave the combined company below Nasdaq’s $5 million shareholders’ equity requirement and risk delisting. Sponsor and Vesicor insiders will hold meaningful stakes and receive various securities and potential cash incentives, creating conflicts of interest that are highlighted for public shareholders.
Black Hawk Acquisition Corporation has filed an amended S-4 proxy statement/prospectus for its proposed business combination with Vesicor Therapeutics, Inc., valuing Vesicor at an equity value of $70,000,000. The deal includes a domestication of Black Hawk from the Cayman Islands to Delaware, after which it will be renamed Vesicor Therapeutics Holdings, Inc. and seek continued Nasdaq listing under a new symbol.
After a prior extension vote, holders redeemed 4,775,923 public shares (about 69.2% of then-outstanding public shares), leaving 2,124,077 public shares and about $22.7 million in the trust account. Extension payments of $150,000 per month are being funded via two unsecured convertible notes of $350,000 each from the Sponsor. Vesicor is required, but can be waived, to procure at least $10,000,000 of additional financing, and the filing warns that if this “Investment” is not obtained and the condition is waived, the combined company may fail Nasdaq’s $5 million shareholders’ equity requirement and could be delisted.
The document details sponsor founder shares and private placement units, potential conversion of sponsor notes at $1.00 per share, and significant equity stakes and incentive compensation for Vesicor’s executives and directors post-closing. It emphasizes that these interests may create conflicts with unaffiliated public shareholders. Black Hawk’s board unanimously recommends shareholders vote in favor of the business combination, domestication, new organizational documents, Nasdaq share issuance, a 2025 equity incentive plan, director elections, and a possible meeting adjournment, while describing in detail how public shareholders can exercise redemption rights for their Class A shares.
Black Hawk Acquisition Corp. (BKHA) filed its 10-Q for the quarter ended August 31, 2025, reporting modest non‑operating profit while advancing its pending merger. Q3 net income was $154,401, driven mainly by interest, with nine‑month net income of $1,333,322.
The Trust Account stood at $23,296,572 after holders of 4,775,923 public shares redeemed approximately $51.0 million at about $10.68 per share. Following redemptions, 2,124,077 public shares remain outstanding. The company approved monthly extensions through December 22, 2026 and deposited $150,000 per month in July, August, and September to extend the deadline to October 22, 2025.
Black Hawk signed a Business Combination Agreement with Vesicor Therapeutics, valuing Vesicor at a $70 million pre‑money equity value, with all Vesicor equity rolling into the combined company, subject to approvals. Liquidity remains tight with $15,000 cash and a working capital deficit of $901,638, and management disclosed substantial doubt about the ability to continue as a going concern. The company recorded a $350,000 6% convertible note in June and, subsequently on September 23, 2025, issued another up to $350,000 at 10%. A deferred underwriting fee of $2,415,000 remains payable upon closing a business combination.