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 Corp (BKHA) entered into a financing arrangement with its sponsor, Black Hawk Management LLC, by issuing a convertible promissory note with a principal amount of up to $300,000. The company may draw advances under the note for working capital and extension fees, with total advances capped at $300,000.
The note bears 10% annual interest starting July 8, 2026, for one year. The outstanding balance becomes due upon either completion of the company’s initial business combination (a DeSPAC transaction) or liquidation. In a liquidation, all amounts are repaid in cash. If a DeSPAC transaction closes, the sponsor may choose repayment in cash or convert the outstanding principal into post-combination common stock at a $1.00 per share conversion price, with shares rounded up to the nearest whole share and entitled to registration rights. The note is unsecured, may be prepaid at any time without penalty, and the sponsor has waived any claim against funds held in the SPAC’s trust account. The issuance and any conversion shares rely on the Section 4(a)(2) exemption from registration under the Securities Act.
Black Hawk Acquisition Corp (BKHA) reports that an aggregate of $150,000 has been deposited into its trust account for the benefit of its public shareholders. This amount is identified as an “Extension Payment.”
The Extension Payment allows the company to further extend the deadline to consummate its initial business combination by one month, moving the date from August 22, 2026 to September 22, 2026. Black Hawk Acquisition Corp remains listed on Nasdaq, with units, ordinary shares, and rights trading under the symbols BKHAU, BKHA, and BKHAR, respectively.
Black Hawk Acquisition Corporation is seeking shareholder approval to complete a business combination with Vesicor Therapeutics, Inc., under a Business Combination Agreement valuing Vesicor at an Equity Value of $70,000,000, with consideration in PubCo common stock based on the SPAC’s redemption price. Before closing, Black Hawk will domesticate from Cayman to Delaware and be renamed Vesicor Therapeutics Holdings, Inc. (“PubCo”), with all Class A and B ordinary shares converting one-for-one into PubCo common stock and Vesicor becoming a wholly owned subsidiary.
Redemptions tied to a prior extension removed 4,775,923 public shares (about 69.2% of then-outstanding public shares) and paid out roughly $51.0 million, leaving 2,124,077 public shares and about $22.7 million in the trust account. Extension of the SPAC’s life is being funded via up to $1,300,000 in sponsor convertible notes at $1.00 per share conversion, and monthly $150,000 Extension Payments. Some 2025 extension payments were made after contractual cure periods, which Black Hawk acknowledges as a breach; the company continued operations and did not liquidate, and notes that a court could disagree with that decision.
Closing conditions include shareholder approvals, effectiveness of this registration, and a planned $10,000,000 PPM Investment financing that may be waived. If waived and no financing is obtained, the combined company may not meet Nasdaq’s $5 million shareholders’ equity requirement and could face delisting, although PubCo still plans to seek Nasdaq listing under the symbol “VESI.” Illustratively, assuming no further redemptions, former Black Hawk public shareholders are expected to hold about 17.16% of PubCo and the sponsor and insiders about 16.39%, with sponsor voting power described as under 11%.
Black Hawk Acquisition Corporation deposited an aggregate of $150,000 into its trust account for the benefit of its public shareholders. This Extension Payment allows the special purpose acquisition company to extend the deadline to complete its initial business combination by one month, moving the date from July 22, 2026 to August 22, 2026. The company’s units, ordinary shares with a par value of $0.0001 per share, and rights (each right entitling the holder to receive one ordinary share) are listed on The Nasdaq Stock Market.
Black Hawk Acquisition Corporation, a SPAC, reported modest profitability for the quarter ended May 31, 2026, driven by interest on its trust investments. Net income was $88,929 for the quarter and $228,734 for the first six months, with $25.3 million held in the Trust Account and $11,583 of cash outside it.
The company has a working capital deficit of $2.69 million and management concluded that substantial doubt exists about its ability to continue as a going concern unless it completes a business combination within the extended period ending December 22, 2026. A Business Combination Agreement with Vesicor Therapeutics values Vesicor at $70 million, with all Vesicor equity rolling into the combined company, but closing remains uncertain.
Shareholders redeemed 4,775,923 public shares for about $51.0 million, leaving 2,124,077 public shares outstanding and approximately $22.7 million initially in trust, supplemented by later extension deposits. On March 31, 2026 Nasdaq notified Black Hawk that its market value of listed securities had fallen below the $50 million minimum, giving it until September 28, 2026 to regain compliance. After quarter-end, Vesicor forgave $1,015,988 of advances, reducing amounts due to the target.
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.