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.
Black Hawk Acquisition Corporation filings document a Cayman Islands blank-check issuer and its SPAC-related securities, including ordinary shares, rights and units listed under BKHA, BKHAR and BKHAU. The record includes 8-K material-event reports on sponsor working-capital financing through convertible promissory notes, trust-account claim waivers, registration-rights provisions and capital-structure terms.
Periodic and notification filings cover annual and quarterly reporting obligations, late-filing notices on Forms 12b-25, emerging-growth-company status, governance matters and operating or financial reporting. Other 8-K disclosures address Nasdaq continued-listing standards and shareholder-vote or other corporate actions typical of a blank-check company seeking an initial business combination.
Black Hawk Acquisition Corporation is seeking shareholder approval to domesticate to Delaware and complete a business combination with Vesicor Therapeutics, Inc. The proxy/prospectus discloses an Equity Value of $70,000,000, a required PPM Investment condition of $10,000,000, and that PubCo would list on Nasdaq under the proposed symbol VESI upon closing. The filing states that approximately 4,775,923 public shares were redeemed for about $51.0 million, leaving 2,124,077 public shares outstanding and about $22.7 million remaining in the Trust Account. The proxy notes monthly Extension Payments of $150,000 funded by convertible notes and describes convertible notes totaling up to $1,300,000 and that Sponsor and Vesicor funded $1,950,000 of Extension Payments to date. The filing discloses breaches of certain extension-payment timing provisions in November and December 2025 and explains potential governance, listing and conditional risks, including possible delisting if the PPM Investment condition is waived.
Black Hawk Acquisition Corporation is filing a preliminary proxy statement/prospectus in connection with a proposed Business Combination to domesticate into Delaware and merge with Vesicor Therapeutics, Inc., with an Equity Value of $70,000,000. The filing discloses that approximately 4,775,923 public ordinary shares were redeemed (about $51.0 million at ~$10.68 per share), leaving 2,124,077 public ordinary shares outstanding and about $22.7 million in the Trust Account. The parties have agreed that PubCo will seek Nasdaq listing under the symbol VESI and that Vesicor must procure a PPM Investment of not less than $10,000,000 as a closing condition (this condition is waivable).
The filing describes monthly Extension Payments of $150,000, funded via convertible notes from the Sponsor (aggregate convertible notes principal disclosed as $1,300,000), and notes late Extension Payments in Nov/Dec 2025 that constituted breaches of charter/trust provisions but were later cured. Approval of multiple shareholder proposals (Business Combination, Domestication, Organizational Documents, Nasdaq listing, Incentive Plan, NTA amendment) are cross-conditioned and required to close. The proxy includes a fairness opinion and outlines potential conflicts of interest, redemption mechanics, and listing risks.
Black Hawk Acquisition Corporation entered into a convertible promissory note of up to $300,000 with its Sponsor, Black Hawk Management LLC, to fund working capital. The note carries 10% annual interest starting April 20, 2026 and is due at either a DeSPAC business combination or the company’s liquidation.
At a DeSPAC closing, the Sponsor can take repayment in cash or convert principal into post‑combination common stock at $1.00 per share, with shares rounded up to the nearest whole share and entitled to registration rights. On liquidation, amounts owed are repaid in cash, the note is unsecured, and the Sponsor has waived any claim on the IPO trust account. The issuance relies on a private‑offering exemption under Section 4(a)(2) of the Securities Act.
Black Hawk Acquisition Corporation filed a preliminary Form S-4/A registering the proposed Business Combination with Vesicor Therapeutics, Inc., which would domesticate Black Hawk to Delaware and rename the public company Vesicor Therapeutics Holdings, Inc. The proxy/prospectus states the Equity Value is $70,000,000 and that Vesicor must procure a PPM Investment of not less than $10,000,000 as a condition to Closing (waivable). The filing discloses prior redemptions of approximately $51.0 million, 2,124,077 public ordinary shares remaining, approximately $22.7 million in the Trust Account, and that Sponsor-funded Extension Payments of $1,500,000 have been deposited. The filing also discloses late extension deposits in Nov/Dec 2025 (cured) and convertible notes from Sponsor that are convertible at $1.00 per share.
Black Hawk Acquisition Corporation filed Amendment No. 1 to its annual report for the year ended November 30, 2025. The sole purpose of this amendment is to add the company’s Incentive Compensation Recovery (Clawback) Policy as Exhibit 97.1. The company states that no other disclosures from the original filing are changed or updated.
Black Hawk Acquisition Corporation reported unaudited results for the quarter ended February 28, 2026, reflecting its ongoing status as a SPAC preparing for an initial business combination with Vesicor Therapeutics.
Total assets were $24.8 million, including $24.6 million of investments in the Trust Account, while cash outside the trust was $178,407 and working capital showed a deficit of $2.1 million. The company recorded net income of $139,805, driven mainly by $213,442 of interest on trust investments, partially offset by general and administrative costs, related party fees, and interest expense.
Shareholders approved extensions that allow monthly deadline pushes for completing a business combination through December 22, 2026, funded by $150,000 monthly deposits, after 4,775,923 public shares were redeemed for about $51.0 million. Management cites substantial doubt about the company’s ability to continue as a going concern if a transaction is not completed within the combination period, and it has received a Nasdaq notice due to market value of listed securities falling below the $50 million requirement.
Black Hawk Acquisition Corporation notified the SEC that it could not file its Quarterly Report on Form 10-Q for the period ended February 28, 2026 by the smaller‑reporting‑company due date of April 14, 2026 due to a delay completing the Quarterly Report's financial statements. The registrant states it "anticipates" it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. The notification was signed by Kent Louis Kaufman, Chief Executive Officer on April 14, 2026.
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.