Black Hawk Acquisition Corporation shareholders approved all eight proposals at the October 13, 2026 extraordinary general meeting, including the business combination agreement with Vesicor Therapeutics, Inc. and BH Merger Sub, Inc.; domestication from the Cayman Islands to Delaware; and organizational documents effective upon domestication. They also approved Nasdaq-related common-stock issuance in connection with the combination, Vesicor Therapeutics Holdings, Inc.’s 2026 Equity Incentive Plan, and an amendment removing the requirement to maintain at least $5,000,001 in net tangible assets upon consummation. Luo Feng, Warren Hosseinion, Frederick Woodruff Field, Oded Levy and Qi Ouyang were elected directors to serve following the combination. Shareholders also approved adjournment to a later date if necessary or desirable, as determined by the board.
Holders of 2,089,162 ordinary shares exercised redemption rights for an aggregate $25,153,510.48, at an approximately $12.04 per-share redemption price; the company is not permitting reversals of redemption elections. As of the September 1, 2026 record date, 4,153,577 ordinary shares were issued and outstanding and entitled to vote. A total of 3,211,516 shares, approximately 77.3%, were present virtually or represented by proxy, constituting a quorum. The company intends to file the amendment to its memorandum and articles of association with the Cayman Islands Registrar of Companies promptly following the meeting.
Black Hawk Acquisition Corp. is the issuer covered by an amended beneficial-ownership report naming Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust and Robert R. Bellick as reporting persons. Wolverine Asset Management is identified as an investment adviser, and Wolverine Holdings as its sole member and manager; Gust and Bellick are identified as managers of Wolverine Holdings.
The ownership table lists 211,220 shares and 5.09% for each reporting person. The narrative instead states beneficial ownership of 221,220 shares for Wolverine Holdings and each manager, while retaining 211,220 shares for Wolverine Asset Management; a later passage lists shared dispositive power of 221,220 shares for all four. Shared voting power is listed as 211,220 shares for each. The stated percentages were calculated using 4,153,577 issuer shares outstanding as of July 15, 2026. Wolverine Flagship Fund Trading Limited is identified as having rights to dividends or sale proceeds from shares Wolverine Asset Management may be deemed to own.
Black Hawk Acquisition Corp. (BKHA) reported net income of $1,074,736 for the three months ended August 31, 2026, including a $1,015,988 gain from Vesicor’s debt forgiveness. At August 31, 2026, it had $12,052 in cash, a $2,294,124 working-capital deficit and $25,993,300 in its trust account. Management said its liquidity and the risk of not completing a business combination within the permitted period raise substantial doubt about its ability to continue as a going concern. Nasdaq closed its listing-compliance matter after Black Hawk’s market value of listed securities was at least $50,000,000 for 10 consecutive business days.
The proposed merger values Vesicor at a $70 million pre-money equity value and remains subject to shareholder, regulatory and other closing conditions. A shareholder meeting is scheduled for October 13, 2026, and completion is expected by the fourth quarter of 2026. September agreements with Meteora include a forward transaction for up to 1,350,000 shares, subject to upward adjustment; a best-efforts non-redemption arrangement for up to 2,124,077 shares; and a standby facility allowing PubCo to sell up to $200.0 million of shares, subject to conditions and required registration effectiveness. Ordinary advances under the facility are generally priced at 97% of the applicable market price.
Black Hawk Acquisition Corp. and Vesicor Therapeutics, Inc. entered agreements with Meteora in connection with their pending business combination. After the related registration statement becomes effective and SEPA conditions are met, PubCo may, but need not, sell up to $200.0 million of common stock over a generally 36-month period, extendable by mutual written agreement for up to 24 months. Ordinary advances generally are priced at 97% of applicable market price and capped at 30% of the average daily traded amount over the preceding 10 consecutive trading days.
The forward transaction covers up to 1,350,000 shares, subject to upward adjustment for certain dilutive offerings. On a commercially reasonable best-efforts basis, Meteora agreed to beneficially own and not redeem, or reverse prior redemption requests for, up to 2,124,077 shares, with no minimum holding obligation. At closing, the Company will pay from the trust account for actual backstop shares at the final per-share redemption price less $0.75.
Black Hawk Acquisition Corp. (BKHA) entered financing agreements with Vesicor Therapeutics, Inc. and Meteora on September 22, 2026, related to the proposed business combination.
The forward transaction covers up to 1,350,000 shares, subject to upward adjustment for certain dilutive offerings. Subject to a pricing-date notice, BKHA will pay Meteora from the trust account at or around closing, based on designated shares and the per-share redemption price, less the purchase price funded for Additional Shares. Meteora also agreed, on a commercially reasonable best-efforts basis, to beneficially own and not redeem, or reverse prior redemption requests for, up to 2,124,077 shares; this maximum is not a minimum holding obligation. BKHA will pay for each such share the final redemption price less $0.75.
After the related registration statement becomes effective and SEPA conditions are met, PubCo may, but need not, sell up to $200.0 million of common stock to Meteora over a commitment period generally lasting 36 months, extendible by up to 24 months by mutual written agreement. Ordinary advances generally are priced at 97% of applicable market price. PubCo will pay a commitment fee equal to 0.50% of the $200.0 million commitment, in cash or shares at its election. Subscription purchases are subject to a 9.9% cap on Meteora’s ownership of outstanding shares unless Meteora waives the limit.
Black Hawk Acquisition Corp (BKHA) reports that an aggregate of $150,000 has been deposited into its trust account for the benefit of public shareholders. This Extension Payment allows the company to extend the deadline to complete its initial business combination by one month, from September 22, 2026 to October 22, 2026.
The company’s units, ordinary shares and rights continue to be listed on The Nasdaq Stock Market LLC under the symbols BKHAU, BKHA and BKHAR, respectively.
Black Hawk Acquisition Corp (BKHA) is asking shareholders to approve a business combination with Vesicor Therapeutics, under which Black Hawk will domesticate from the Cayman Islands to Delaware, be renamed Vesicor Therapeutics Holdings, Inc., and list PubCo Common Stock on Nasdaq under “VESI.” Vesicor shareholders would receive PubCo stock based on a fixed $70 million Equity Value divided by the SPAC redemption price.
About 69.2% of prior public shares (4,775,923) have already been redeemed, leaving 2,124,077 public shares and roughly $22.7 million in the trust. The sponsor has funded up to $1.6 million of unsecured convertible notes at $1.00 conversion price plus monthly $150,000 extension payments, creating meaningful upside for insiders versus public holders. Closing is conditioned on multiple approvals and a targeted $10 million external financing (PPM Investment), which Vesicor has not yet secured and which may be waived, potentially jeopardizing Nasdaq listing if shareholder equity falls below $5 million.
Black Hawk Acquisition Corp (symbol: BKHA) is the issuer of record for a Form S-4/A filing submitted to the SEC.
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.