Black Hawk has $12.1K cash, flags going-concern doubt
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.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate point$1,015,988 of Vesicor advances forgiven and recognized as a gain. 2% of market cap
Negative
- Major pointGoing-concern substantial doubt with $12,052 cash and a $2,294,124 working-capital deficit.
Filing Explained
Outstanding rights and Sponsor notes could add approximately 3.0 million shares; conversion of the notes requires the Sponsor’s election.
The registration statement for the Vesicor merger became effective on
The filing says outstanding rights and Sponsor notes could produce approximately 3.0 million shares: about 1,427,100 from rights and about 1.6 million from notes, convertible at
If issued, those additional shares would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.
Separately, Vesicor’s
Key Figures
Key Terms
working capital deficit financial
going concern financial
pre-money equity value financial
OTC Equity Prepaid Forward Transaction financial
beneficial ownership limitation financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash did BKHA have at August 31, 2026?
What is the proposed BKHA-Vesicor merger worth, and when could it close?
How does the BKHA-Meteora standby equity purchase facility work?
What are the proposed BKHA-Meteora forward purchase terms?
How much will BKHA pay Meteora under the non-redemption agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Tel:
(Issuer’s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging Growth Company |
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 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The | ||||
| The |
As of October 6, 2026,
Black Hawk Acquisition Corporation
FORM 10-Q FOR QUARTER ENDED AUGUST 31, 2026
TABLE OF CONTENTS
| Page | ||||
| PART I – FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements | 1 | ||
| Consolidated Balance Sheets as of August 31, 2026 and November 30, 2025 (Unaudited) | 1 | |||
| Consolidated Statements of Operations for the Three and Nine Months ended August 31, 2026 and 2025 (Unaudited) | 2 | |||
| Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months ended August 31, 2026 and 2025 (Unaudited) | 3 | |||
| Consolidated Statements of Cash Flows for the Nine Months ended August 31, 2026 and 2025 (Unaudited) | 4 | |||
| Notes to Consolidated Financial Statements (Unaudited) | 5 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||
| Item 4. | Controls and Procedures | 30 | ||
| PART II – OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 31 | ||
| Item 1A. | Risk Factors | 31 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31 | ||
| Item 3. | Defaults Upon Senior Securities | 31 | ||
| Item 4. | Mine Safety Disclosures | 31 | ||
| Item 5. | Other Information | 31 | ||
| Item 6. | Exhibits | 32 | ||
| SIGNATURES | 33 | |||
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BLACK HAWK ACQUISITION CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| August 31, 2026 |
November 30, 2025 |
|||||||
| Assets: | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Investments held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Shares Subject to Redemption and Shareholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Due to target company | $ | $ | ||||||
| Due to related party | ||||||||
| Due to related party – administrative expenses | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued interest expenses | ||||||||
| Convertible note - related party | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriting fee payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies – see Note 6 | ||||||||
| Class A ordinary shares subject to
possible redemption, $ |
||||||||
| Shareholders’ Deficit | ||||||||
| Class A ordinary shares, $ |
||||||||
| Class B ordinary shares, $ |
- | - | ||||||
| Additional paid-in capital | |
|
||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Shareholders’ Deficit | ( |
) | ( |
) | ||||
| Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 1 |
BLACK HAWK ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For
the Three Months Ended August 31, | For
the Nine Months Ended August 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Related party administrative fees | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest income | - | - | ||||||||||||||
| Interest earned on investments held in Trust Account | ||||||||||||||||
| Interest expense | ( | ) | - | ( | ) | - | ||||||||||
| Gain on debt forgiveness | - | - | ||||||||||||||
| Change in fair value of derivative liability | - | - | ||||||||||||||
| Total other income | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | ||||||||||||||||
| Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | $ | $ | $ | ||||||||||||
| Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares | ||||||||||||||||
| Basic and diluted net income per share, non-redeemable Class A ordinary shares | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 2 |
BLACK HAWK ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2026
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – November 30, 2025 | $ | - | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance – February 28, 2026 | $ | - | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance – May 31, 2026 | $ | - | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance – August 31, 2026 | $ | - | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance – November 30, 2024 | $ | - | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance – February 28, 2025 | $ | - | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance – May 31, 2025 | $ | - | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | |||||||||||||||||||||||
| Balance – August 31, 2025 | $ | - | $ | - | $ | - | $ | ( | ) | $ | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 3 |
BLACK HAWK ACQUISITION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the 2026 |
For the Nine Months Ended August 31, 2025 |
|||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( |
) | ( |
) | ||||
| Gain on debt forgiveness | ( |
) | - | |||||
| Change in fair value of derivative liability | - | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( |
) | ||||||
| Accounts payable and accrued expenses | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash deposited in Trust Account | ( |
) | ( |
) | ||||
| Cash withdrawn from Trust to pay redeemed public shareholders | - | |||||||
| Net cash (used in) provided by investing activities | ( |
) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from related party | - | |||||||
| Proceeds of convertible note - related party | ||||||||
| Advances from target company | ||||||||
| Payment to redeemed public shareholders | - | ( |
) | |||||
| Net cash provided by (used in) financing activities | ( |
) | ||||||
| Net Changes in Cash | ( |
) | ( |
) | ||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | $ | $ | ||||||
| Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | $ | $ | ||||||
| Issuance of convertible note – recognition of derivative liability | $ | - | $ | |||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
BLACK HAWK ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Description of Organization and Business Operations
Black Hawk Acquisition Corporation (the “Company” or “Black Hawk”), is a blank check company incorporated under the laws of the Cayman Islands with limited liability on September 28, 2023. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of August 31, 2026, the Company had not commenced any operations. All activities through August 31, 2026 are related to the Company’s formation and the initial public offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected November 30 as its fiscal year end.
The Company’s sponsor is Black Hawk Management LLC (the “Sponsor”), a Delaware limited liability company.
The registration statement for the Company’s IPO became effective on March 20, 2024. On March 22, 2024, the Company consummated the IPO of
Transaction costs amounted to $
Upon the closing of the IPO and the private placement on March 22, 2024, a total of $
| 5 |
Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the
The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $
If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
| 6 |
The Company initially had 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). If the Company anticipates that it may not be able to consummate initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $
Currently, as a result of the shareholders’ approval at the
2025 Extraordinary General Meeting (as defined below), the Company amended and restated its governing documents and Trust Agreement to
extend the Combination Period monthly through December 22, 2026, subject to making the required $
If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable and less up to $
The Sponsor and the other Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.05 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
On March 10, 2025, the Company entered into a non-binding letter of intent (the “LOI”) with a business combination target, Vesicor Therapeutics, Inc. (“Vesicor”), regarding a potential business combination (the “Transaction”). Vesicor is a California-based early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles.
On March 15, 2025, the Company and Vesicor executed a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”). Pursuant to the LOI, Vesicor deposited two deposits totaling $
On April 22, 2025, BH Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company and a Delaware corporation, was formed to be the surviving company after the merger in connection with a contemplated business combination. It has no principal operations or revenue producing activities.
| 7 |
Business Combination Agreement
On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor. At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement. The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.
The Transaction values Vesicor at a pre-money equity value of $
The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The Registration Statement on Form S-4 relating to the proposed Business Combination was declared effective by the SEC on September 17, 2026. On September 22, 2026, the Company filed its definitive proxy statement/prospectus and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m. Eastern Time, on October 13, 2026.
2025 Extraordinary General Meeting
The Company filed its definitive proxy statement on June 10, 2025, announcing that its Extraordinary General Meeting would be held on June 20, 2025, to consider proposals to (i) amend the Company’s Second Amended and Restated Memorandum and Articles of Association to permit the Company to extend the date by which it must consummate an initial business combination (the “Termination Date”) from June 22, 2025 to December 22, 2026, by up to eighteen (18) one-month extensions; (ii) amend the Investment Management Trust Agreement, dated March 20, 2024, between the Company and Continental Stock Transfer & Trust Company, to permit such extensions; and (iii) adjourn the Extraordinary General Meeting, if necessary, to permit further solicitation and voting of proxies.
The Extraordinary General Meeting was convened on June 20, 2025 and subsequently adjourned on June 23, June 27, July 1 and July 3, 2025 to solicit additional votes on the proposals. On July 7, 2025, the Company filed a supplemental proxy statement reflecting revised terms of the extension proposal.
On July 8, 2025, the Company held its Extraordinary
General Meeting, at which shareholders approved the extension proposal and the related amendments to the Company’s governing documents
and Trust Agreement. As a result, the Company may extend the Termination Date from June 22, 2025 to December 22, 2026 by up to eighteen
(18) one-month extensions, subject to the deposit of $
In connection with the Extraordinary General Meeting, holders of
| 8 |
Extension Payment
Beginning
on June 22, 2025 and continuing through December 22, 2026, Black Hawk may elect to extend the deadline to consummate a business
combination on a month-by-month basis for up to eighteen one-month extensions by depositing $
Nasdaq Delisting Notice
On March 31, 2026, the Company received a notice
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market
value of listed securities (“MVLS”) had been below the $
Debt Forgiveness Agreement
Pursuant to the Debt Forgiveness Agreement, Vesicor (i) forgave the entire outstanding principal amount of the Vesicor Advances as of February 12, 2026, (ii) agreed that all debt instruments issued or issuable in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into debt or equity securities of Black Hawk or any successor. Vesicor’s forgiveness of advances classified as upfront fees was made pursuant to a waiver, consent and authorization of Vesicor’s shareholders. Any advances made by Vesicor after February 12, 2026 are expressly excluded from the Debt Forgiveness Agreement and will be governed by separate written agreements between the parties. There are no separate agreements as of October 6, 2026.
In consideration for the foregoing, Black Hawk released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor Advances mentioned above or otherwise timely perform its obligations under the Business Combination Agreement. Each party retained all other rights and claims under the Business Combination Agreement not expressly released. The Debt Forgiveness Agreement is governed by the laws of the State of California.
| 9 |
Going Concern Consideration
As of August 31, 2026, the Company had $
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
As a result of these circumstances and the ongoing global conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of these risks and uncertainties.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 6, 2026. The interim results for the three and nine months ended August 31, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or for any future periods.
Principles of consolidation
The accompanying unaudited consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
| 10 |
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Investments Held in Trust Account
As of August 31, 2026 and November 30, 2025, the Company had $
Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.
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Deferred Offering Costs
The Company complies with the requirements of
FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and
SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income Per Ordinary Share
The Company complies with the accounting and
disclosure requirements of FASB ASC 260, Earnings Per Share. Basic net income per ordinary share is computed by dividing net income by
the weighted average number of ordinary shares outstanding during the period. For purposes of calculating diluted net income per ordinary
share, the Company considers the potential dilutive effect of outstanding rights, convertible debt, and other securities or contracts
that may result in the issuance of ordinary shares. As of August 31, 2026, the Company had outstanding rights and convertible
debt that could potentially result in the issuance of approximately
| Schedule of basic income (loss) per share | ||||||||||||||||
| Three Months Ended August 31, 2026 |
Three Months Ended August 31, 2025 |
|||||||||||||||
| Redeemable shares |
Non- redeemable shares |
Redeemable shares |
Non- redeemable shares |
|||||||||||||
| Basic and diluted net per share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net income per share | $ | $ | $ | $ | ||||||||||||
| 12 |
Nine Months Ended August 31, 2026 | Nine Months Ended August 31, 2025 | |||||||||||||||
| Redeemable shares | Non- redeemable shares | Redeemable shares | Non- redeemable | |||||||||||||
| Basic and diluted net income per share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
| Basic and diluted net income per share | $ | $ | $ | $ | ||||||||||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Ordinary Shares Subject to Possible Redemption
The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately.
Convertible Promissory Notes and Derivative Liabilities
The Company accounts for convertible promissory notes under ASC 470 “Debt” and evaluates embedded features under ASC 815 “Derivatives and Hedging”. Sponsor or affiliate loans may be converted into ordinary shares upon completion of a Business Combination.
If the conversion option has a fixed conversion price and meets the “own-equity” scope exception in ASC 815-40, the note is accounted for as a single debt instrument. If the conversion price is variable or indexed to the target company’s equity, the conversion feature is bifurcated and recorded as a derivative liability, initially measured and subsequently remeasured at fair value each reporting period, with changes recognized in earnings. The debt host is recorded at the residual amount and amortized to face value using the effective interest method. Convertible notes and derivative liabilities are classified as current liabilities if settlement or conversion is expected within one year. Fair value is estimated using the Black-Scholes, Binomial, or Monte Carlo models and is categorized as Level 3 under ASC 820.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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Note 3 — Initial Public Offering
On March 22, 2024, the Company sold
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of
Note 5 — Related Party Transactions
Founder Shares
On October 16, 2023, the Company issued
On March 20, 2024, in connection with the Company’s
IPO and the underwriters’ over-allotment option, the Company and the Sponsor entered into the Second Amendment to the Subscription
Agreement, pursuant to which the Sponsor purchased an additional
The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of our Class A ordinary shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company complete a transaction after the initial business combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination. However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares or the private placement units (or any shares of ordinary shares thereunder) shall be permitted to participate.
| 14 |
Convertible Notes — Related Party
On June 13, 2025, September 23, 2025,
February 12, 2026, May 4, 2026, and August 21, 2026, the Company issued convertible promissory notes to the Sponsor (the “June
Note”, the “September Note”, the “February 2026 Convertible Note”, the “May 2026 Convertible
Note”, and “August 2026 Convertible Note”, collectively, the “Convertible Notes”),
The June Note bears interest at 6% per annum and all of the September Note, February 2026 Convertible Note, May 2026 Convertible Note and August 2026 Convertible Note bear interest at 10% per annum. The Convertible Notes are unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date, as approved by shareholders. Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.
The conversion price for both the June and September Convertible Notes was defined as the most favorable price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36) months preceding conversion. Because the conversion price was variable and based on the valuation of equity securities issued by the target company, the embedded conversion feature did not qualify for the equity scope exception under ASC 815-40. Accordingly, the conversion feature was bifurcated and recorded as a derivative liability at fair value, with changes in fair value recognized in earnings.
On September 30, 2025, the Convertible Notes were modified such that the conversion feature became convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. Following the modification, the conversion option met the equity scope exception under ASC 815-40, and the Convertible Notes were accounted for as debt with no further fair value remeasurement.
Upon the modification of the Convertible Notes on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40. As a result, the embedded derivative no longer required separate liability classification. The carrying amount of the derivative liability as of the modification date was reclassified to additional paid-in capital.
As of August 31, 2026 and November 30, 2025, there was no derivative liability outstanding.
As of August 31, 2026, the outstanding carrying amount of Convertible Notes was $
June Convertible Note
In June 2025, the Company issued a convertible promissory note that includes an embedded conversion feature. The Company evaluated the conversion feature under ASC 815 and concluded that it is not clearly and closely related to the host debt instrument and does not qualify for equity classification. Accordingly, the embedded conversion feature was bifurcated and accounted for as a derivative liability, initially measured at fair value on the issuance date, with a corresponding debt discount recorded against the carrying amount of the note. The derivative liability was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings, and the debt discount is accreted to interest expense over the term of the note using the effective interest method in accordance with ASC 835-30. The remeasurement ended on September 30, 2025.
September Convertible Note
In September 2025, the Company amended the terms of its previously issued convertible note (the “Amendment”), which modified certain conversion features and related terms. The Company evaluated the Amendment under ASC 470-50 and ASC 815 and determined that the changes did not result in an extinguishment of the original debt instrument. Accordingly, the Amendment was accounted for as a modification, with the conversion feature qualifies for the equity scope exception under ASC 815-40, as it is indexed to the Company’s own stock. Accordingly, from that point forward, it is no longer accounted for as a derivative liability and no subsequent fair value remeasurement is required.
| 15 |
February 2026 Convertible Note
The February 2026 Convertible Note is convertible
solely into the Company’s own ordinary shares at a fixed conversion price of $
May 2026 Convertible Note
The May 2026 Convertible Note is convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. The conversion option met the equity scope exception under ASC 815-40, therefore it is accounted for as equity and that no fair value remeasurement is required.
August 2026 Convertible Note
The August 2026 Convertible Note is convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. The conversion option met the equity scope exception under ASC 815-40, therefore it is accounted for as equity and that no fair value remeasurement is required.
Working Capital Loans
In addition, in order to finance transaction
costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not
obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned
amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.
Certain amount of such working capital loans may be converted into private units at $10.00 per unit. As of August 31, 2026 and November 30, 2025, the Company had
Due to Related Party
The Sponsor paid certain transaction costs on
behalf of the Company. These amounts are due on demand and non-interest bearing. As of August 31, 2026 and November 30, 2025, the amount
due to the related party was $
Administrative Services Agreement
The Company entered into an Administrative
Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO
through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the
Sponsor a total of $
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares issued and outstanding as of March 20, 2024, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares are to be released from trust. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummates an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
| 16 |
Right of First Refusal
The Company has granted EF Hutton for a period of 18 months after the date of the consummation of the Company’s Business Combination, an irrevocable right of first refusal to act as lead left book-running managing underwriter or lead left placement agent with at least 50% of the economics; or, in the case of a three-handed deal, 40% of the economics, for any and all future public and private equity, convertible and debt offerings.
Underwriting Agreement
The Company granted EF Hutton, the representative of the underwriters, a 45-day option from March 20, 2024, to purchase up to
The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $
Additionally, the Company issued the underwriters
Note 7 — Shareholders’ Deficit
Ordinary Shares — The
Company is authorized to issue up to
Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).
| 17 |
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of Class A Ordinary Share underlying the rights.
Note 8 — Due to Target Company
In connection with the Extension, Vesicor
agreed to pay one-half of the Extension Payment and certain merger costs. For the three and nine months ended August 31, 2026,
the Company received $
Note 9 — Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of August 31, 2026 and November 30, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| Schedule of Assets measured at fair value on a recurring basis | ||||||||||||||||
| August 31, 2026 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account | $ | $ | - | - | ||||||||||||
| November 30, 2025 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
| Assets | ||||||||||||||||
| Investments held in Trust Account | $ | $ | - | - | ||||||||||||
| 18 |
Note 10 — Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| Schedule of segment information | ||||||||||||||||
| For the Three Months Ended August 31, | For the August 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Related party administrative fees | $ | $ | $ | $ | ||||||||||||
| Interest earned on investments held in Trust Account | $ | $ | $ | $ | ||||||||||||
| Interest expense | $ | ( | ) | $ | - | $ | ( | ) | $ | - | ||||||
| Gain on debt forgiveness | $ | $ | - | $ | $ | - | ||||||||||
| Change in fair value of derivative liability | $ | - | $ | $ | - | $ | ||||||||||
The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. General and administrative expenses include audit expenses, legal expenses, insurance expenses, and trust service expenses, none of which are deemed to be significant segment expenses and are reviewed in aggregate to ensure alignment with budget and contractual obligations. Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
Note 11 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review as further disclosed in the footnotes, management identified the following subsequent event requiring disclosure in the financial statements.
On September 17, 2026, the Registration Statement on Form S-4 relating to the proposed business combination was declared effective by the SEC. The Company filed its definitive proxy statement/prospectus on September 22, 2026 and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m. Eastern Time, on October 13, 2026.
On September 22, 2026, an aggregate of $
| 19 |
On September 22, 2026, Black Hawk and Vesicor entered into a series of financing and related agreements with Meteora Select Trading Opportunities Master, LP (“Meteora”) in connection with the Company’s previously announced business combination with Vesicor. Pursuant to the Business Combination Agreement dated April 26, 2025, the Company will domesticate as a Delaware corporation and change its name to “Vesicor Therapeutics Holdings, Inc.” (“PubCo”), and Vesicor will become a wholly owned subsidiary of PubCo.
Forward Purchase Agreement
On
September 22, 2026, the Company, Vesicor and Meteora entered into an OTC Equity Prepaid Forward Transaction confirmation (the “Forward
Purchase Agreement”). The Forward Purchase Agreement provides for a share forward transaction with respect to up to
The initial price under the Forward Purchase Agreement will equal the per-share redemption price payable to holders of the Company’s public ordinary shares in connection with the Business Combination (the “Initial Price”). Subject to receipt of the applicable pricing date notice, at or in connection with the closing of the Business Combination the Company will pay Meteora, from the trust account, a prepayment amount equal to the number of shares specified in the pricing date notice multiplied by the Initial Price, reduced dollar-for-dollar by the aggregate purchase price funded by Meteora for any Additional Shares under the Subscription Agreement. The reset price will initially be $10.00 per share and may be reduced by mutual written agreement or upon certain dilutive offerings.
Unless
extended by mutual written consent, the valuation date under the Forward Purchase Agreement will occur 36 months after the closing of
the Business Combination, subject to acceleration upon certain delisting or registration-failure events. Following the end of a valuation
period commencing on the valuation date, Meteora will pay the Company in cash an amount equal to the number of shares then remaining
subject to the transaction (excluding terminated shares and any shares not then registered for resale or freely tradable under Rule 144)
multiplied by the volume-weighted average price of the shares over that valuation period, and Meteora will not be required to return
any portion of the prepayment amount. Meteora may elect to terminate the transaction in whole or in part prior to the valuation date,
in which case Meteora will pay the Company an amount equal to the number of terminated shares multiplied by the then-current reset price.
The Forward Purchase Agreement also requires PubCo to file, within 30 calendar days after the closing of the Business Combination, a
registration statement covering the resale of the Additional Shares and to use commercially reasonable efforts to cause such registration
statement to become effective within the periods specified therein. The Company also agreed to reimburse certain documented legal and
out-of-pocket expenses of Meteora, subject to the aggregate $
Non-Redemption Agreement
On
September 22, 2026, the Company and Meteora entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”). Pursuant
to the Non-Redemption Agreement, Meteora agreed, on a commercially reasonable best-efforts basis and subject to the terms thereof, to
beneficially own and not redeem, or to reverse previously submitted redemption requests with respect to, up to
Immediately
upon the closing of the Business Combination, the Company will pay Meteora cash from the trust account in respect of the Backstop Investor
Shares, being, in respect of each Backstop Investor Share, an amount equal to the final per-share redemption price less $
| 20 |
Subscription Agreement
In connection with the Forward Purchase Agreement, on September 22, 2026, the Company and Meteora entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which Meteora agreed to purchase from the Company, as Additional Shares, a number of shares equal to the Maximum Number of Shares under the Forward Purchase Agreement less the number of Recycled Shares, at a per-share purchase price equal to the Initial Price, subject to the terms and conditions of the Subscription Agreement and the Forward Purchase Agreement. Meteora will not be required to purchase Additional Shares to the extent that, after giving effect to the issuance, its ownership would exceed 9.9% of the outstanding shares, unless Meteora waives such limitation in its sole discretion. The initial purchase of Additional Shares, if any, is expected to occur substantially concurrently with, but not before, the closing of the Business Combination, with any additional purchases occurring thereafter in accordance with the Forward Purchase Agreement.
Standby Equity Purchase Agreement
On
September 22, 2026, the Company, Vesicor and Meteora also entered into a Standby Equity Purchase Agreement (the “SEPA”),
pursuant to which, following the effectiveness of the registration statement required by the related Registration Rights Agreement described
below and subject to the satisfaction of the conditions set forth in the SEPA, PubCo will have the right, but not the obligation, to
sell to Meteora up to $
For
ordinary advances under the SEPA, the purchase price will generally equal
The
SEPA also permits the parties, by mutual written agreement and subject to specified conditions, to enter into one or more pre-paid advances
evidenced by convertible promissory notes. Each such pre-paid advance would be funded at
As
consideration for Meteora’s commitment under the SEPA, PubCo will pay Meteora a commitment fee equal to
Registration Rights Agreement
On
September 22, 2026, the Company and Meteora entered into a Registration Rights Agreement (the “Registration Rights Agreement”)
relating to securities issuable under the SEPA and any convertible promissory notes issued thereunder. The Registration Rights Agreement
requires PubCo to file an initial resale registration statement no later than 60 calendar days following the closing of the Business
Combination and to use commercially reasonable efforts to have such registration statement declared effective no later than 60 calendar
days following its filing, subject to the terms of the Registration Rights Agreement. The initial registration statement is required
to cover at least the greater of
| 21 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to the “Company,” “our,” “us” or “we” refer to Black Hawk Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
Recent Developments
Business Combination Agreement
On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor. At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement. The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.
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The Transaction values Vesicor at a pre-money equity value of $70 million. Existing Vesicor shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.
The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The Registration Statement on Form S-4 relating to the proposed Business Combination was declared effective by the SEC on September 17, 2026. On September 22, 2026, the Company filed its definitive proxy statement/prospectus. The Business Combination is expected to be completed by the fourth quarter of 2026.
Change of Board of Directors
On April 29, 2025, the Company reported the death of Brandon Miller, a member of the Company’s board of directors (the “Board”) and the Chairperson of the Audit Committee.
On April 29, 2025, the Board appointed Daniel M. McCabe, a current member of the Board and the then Chairperson of the Compensation Committee, to serve as Chairperson of the Audit Committee. On the same day, Mr. McCabe resigned from his position as Chairperson of the Compensation Committee, and the Board appointed Terry W. Protto, a current member of the Board, to serve as Chairperson of the Compensation Committee.
2025 Extraordinary General Meeting
Black Hawk held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement. As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $150,000 monthly deposits into the Trust Account.
In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $51.0 million (at approximately $10.68 per share) from the Trust Account. Following the redemptions, approximately $22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.
NASDAQ Delisting Notice
On March 31, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market value of listed securities (“MVLS”) had been below the $50,000,000 minimum required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days. The notice provides the Company with 180 calendar days, or until September 28, 2026, to regain compliance. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion. On August 17, 2026, Nasdaq notified Black Hawk that, for the 10 consecutive business days from August 3, 2026 through August 14, 2026, Black Hawk’s MVLS had been $50,000,000 or greater. Accordingly, Nasdaq determined that Black Hawk had regained compliance with Nasdaq Listing Rule 5450(b)(2)(A) and that the matter was closed.
Debt Forgiveness Agreement
On June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement pursuant to which Vesicor forgave $1,015,988 in advances previously made by Vesicor to or on behalf of Black Hawk (the “Vesicor Advances”) as of February 12, 2026. The Vesicor Advances consisted of (i) $675,000 in extension payment advances made between July 2025 and February 2026, representing Vesicor’s one-half share of the monthly $150,000 Trust Account extension payments required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,988 in upfront fee payments and other transaction expenses paid by Vesicor on Black Hawk’s behalf, including the two $125,000 non-refundable deposits previously paid to the Company in connection with the proposed transaction. All advances included in the Debt Forgiveness Agreement were made on a non-interest basis.
Pursuant to the Debt Forgiveness Agreement, Vesicor (i) forgave the entire outstanding principal amount of the Vesicor Advances as of February 12, 2026, (ii) agreed that all debt instruments issued or issuable in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into debt or equity securities of Black Hawk or any successor. Vesicor’s forgiveness of advances classified as upfront fees was made pursuant to a waiver, consent and authorization of Vesicor’s shareholders. Any advances made by Vesicor after February 12, 2026 are expressly excluded from the Debt Forgiveness Agreement. No separate written agreements governing those post-February 12, 2026 advances had been entered into as of October 6, 2026.
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On September 17, 2026, the Registration Statement on Form S-4 relating to the proposed business combination was declared effective by the SEC. The Company filed its definitive proxy statement/prospectus on September 22, 2026 and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m. Eastern Time, on October 13, 2026.
On September 22, 2026, an aggregate of $150,000 (the “Extension Payment”) has been deposited into the trust account for its public shareholders, which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from September 22, 2026 to October 22, 2026.
On September 22, 2026, Black Hawk and Vesicor entered into a series of financing and related agreements with Meteora Select Trading Opportunities Master, LP (“Meteora”) in connection with the Company’s previously announced business combination with Vesicor. Pursuant to the Business Combination Agreement dated April 26, 2025, the Company will domesticate as a Delaware corporation and change its name to “Vesicor Therapeutics Holdings, Inc.” (“PubCo”), and Vesicor will become a wholly owned subsidiary of PubCo.
Forward Purchase Agreement
On September 22, 2026, the Company, Vesicor and Meteora entered into an OTC Equity Prepaid Forward Transaction confirmation (the “Forward Purchase Agreement”). The Forward Purchase Agreement provides for a share forward transaction with respect to up to 1,350,000 shares (the “Maximum Number of Shares”), subject to an upward adjustment upon the occurrence of certain dilutive offerings. The shares subject to the transaction may consist of (i) shares purchased by Meteora from third parties in the open market for which Meteora irrevocably waives redemption rights (“Recycled Shares”) and (ii) shares purchased directly from the Company pursuant to the Subscription Agreement described below (“Additional Shares”). The aggregate number of Recycled Shares and Additional Shares may not exceed the Maximum Number of Shares.
The initial price under the Forward Purchase Agreement will equal the per-share redemption price payable to holders of the Company’s public ordinary shares in connection with the Business Combination (the “Initial Price”). Subject to receipt of the applicable pricing date notice, at or in connection with the closing of the Business Combination the Company will pay Meteora, from the trust account, a prepayment amount equal to the number of shares specified in the pricing date notice multiplied by the Initial Price, reduced dollar-for-dollar by the aggregate purchase price funded by Meteora for any Additional Shares under the Subscription Agreement. The reset price will initially be $10.00 per share and may be reduced by mutual written agreement or upon certain dilutive offerings.
Unless extended by mutual written consent, the valuation date under the Forward Purchase Agreement will occur 36 months after the closing of the Business Combination, subject to acceleration upon certain delisting or registration-failure events. Following the end of a valuation period commencing on the valuation date, Meteora will pay the Company in cash an amount equal to the number of shares then remaining subject to the transaction (excluding terminated shares and any shares not then registered for resale or freely tradable under Rule 144) multiplied by the volume-weighted average price of the shares over that valuation period, and Meteora will not be required to return any portion of the prepayment amount. Meteora may elect to terminate the transaction in whole or in part prior to the valuation date, in which case Meteora will pay the Company an amount equal to the number of terminated shares multiplied by the then-current reset price. The Forward Purchase Agreement also requires PubCo to file, within 30 calendar days after the closing of the Business Combination, a registration statement covering the resale of the Additional Shares and to use commercially reasonable efforts to cause such registration statement to become effective within the periods specified therein. The Company also agreed to reimburse certain documented legal and out-of-pocket expenses of Meteora, subject to the aggregate $75,000 cap described below.
Non-Redemption Agreement
On September 22, 2026, the Company and Meteora entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”). Pursuant to the Non-Redemption Agreement, Meteora agreed, on a commercially reasonable best-efforts basis and subject to the terms thereof, to beneficially own and not redeem, or to reverse previously submitted redemption requests with respect to, up to 2,124,077 of the Company’s ordinary shares (the “Backstop Investor Shares”). The number of Backstop Investor Shares is a maximum and does not constitute an obligation of Meteora to acquire or hold any minimum number of shares.
Immediately upon the closing of the Business Combination, the Company will pay Meteora cash from the trust account in respect of the Backstop Investor Shares, being, in respect of each Backstop Investor Share, an amount equal to the final per-share redemption price less $0.75. The Non-Redemption Agreement provides that Meteora will deliver a share confirmation notice after the redemption deadline specifying the actual number of Backstop Investor Shares, not to exceed 2,124,077 shares. The Non-Redemption Agreement terminates upon the occurrence of certain specified events, subject to the survival provisions set forth therein.
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Subscription Agreement
In connection with the Forward Purchase Agreement, on September 22, 2026, the Company and Meteora entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which Meteora agreed to purchase from the Company, as Additional Shares, a number of shares equal to the Maximum Number of Shares under the Forward Purchase Agreement less the number of Recycled Shares, at a per-share purchase price equal to the Initial Price, subject to the terms and conditions of the Subscription Agreement and the Forward Purchase Agreement. Meteora will not be required to purchase Additional Shares to the extent that, after giving effect to the issuance, its ownership would exceed 9.9% of the outstanding shares, unless Meteora waives such limitation in its sole discretion. The initial purchase of Additional Shares, if any, is expected to occur substantially concurrently with, but not before, the closing of the Business Combination, with any additional purchases occurring thereafter in accordance with the Forward Purchase Agreement.
Standby Equity Purchase Agreement
On September 22, 2026, the Company, Vesicor and Meteora also entered into a Standby Equity Purchase Agreement (the “SEPA”), pursuant to which, following the effectiveness of the registration statement required by the related Registration Rights Agreement described below and subject to the satisfaction of the conditions set forth in the SEPA, PubCo will have the right, but not the obligation, to sell to Meteora up to $200.0 million of shares of PubCo common stock from time to time during a commitment period generally lasting 36 months, which may be extended by up to 24 months by mutual written agreement. There is no mandatory minimum utilization amount and no non-usage fee.
For ordinary advances under the SEPA, the purchase price will generally equal 97% of the applicable market price determined in accordance with one of two pricing periods selected by PubCo, subject to the limitations and adjustments set forth in the SEPA. The maximum amount of each advance generally may not exceed 30% of the average daily traded amount during the 10 consecutive trading days preceding the applicable advance notice, unless otherwise agreed. The SEPA is also subject to a beneficial ownership limitation initially equal to 4.9%, which Meteora may elect to increase up to 9.9%, and to applicable Nasdaq issuance limitations unless stockholder approval or another exception is available.
The SEPA also permits the parties, by mutual written agreement and subject to specified conditions, to enter into one or more pre-paid advances evidenced by convertible promissory notes. Each such pre-paid advance would be funded at 85% of the face amount of the applicable note, reflecting a 15% original issue discount. The form of convertible promissory note provides for a 12-month maturity, 0% annual interest absent an event of default (increasing to 18% during an uncured event of default), a 7% payment premium on principal amounts paid in circumstances specified in the note, and conversion at the lower of a fixed-price formula and 95% of the lowest daily VWAP during the five trading days preceding the applicable conversion or determination date, subject to a floor price and other adjustments. No pre-paid advance is required to be funded unless the Company and Meteora mutually agree in writing.
As consideration for Meteora’s commitment under the SEPA, PubCo will pay Meteora a commitment fee equal to 0.50% of the $200.0 million maximum commitment amount, payable, at PubCo’s election, in cash or shares of PubCo common stock valued as provided in the SEPA. The Company also agreed to reimburse Meteora for reasonable and documented transaction expenses, subject to an aggregate cap of $75,000 shared among the SEPA, the Forward Purchase Agreement and the Non-Redemption Agreement.
Registration Rights Agreement
On September 22, 2026, the Company and Meteora entered into a Registration Rights Agreement (the “Registration Rights Agreement”) relating to securities issuable under the SEPA and any convertible promissory notes issued thereunder. The Registration Rights Agreement requires PubCo to file an initial resale registration statement no later than 60 calendar days following the closing of the Business Combination and to use commercially reasonable efforts to have such registration statement declared effective no later than 60 calendar days following its filing, subject to the terms of the Registration Rights Agreement. The initial registration statement is required to cover at least the greater of 10,000,000 shares of PubCo common stock and 300% of the maximum number of shares issuable upon conversion of all then-outstanding promissory notes, subject to applicable SEC limitations and the terms of the Registration Rights Agreement. Certain failures to timely file or obtain effectiveness, or to maintain the availability of the registration statement, may result in specified remedies, including partial liquidated damages based on outstanding note principal.
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Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 28, 2023 (inception) through August 31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.
We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the three months ended August 31, 2026, we had net income of $1,074,736, which consisted of general and administrative expenses of $108,210, related party administrative fees of $30,000, interest expense of $33,226, offset by interest income of $230,184 and gain on Debt Forgiveness of $1,015,988.
For the nine months ended August 31, 2026, we had net income of $1,303,470, which consisted of general and administrative expenses of $211,613, related party administrative fees of $90,000, interest expense of $77,056, offset by interest income of $666,151 and gain on Debt Forgiveness of $1,015,988.
For the three months ended August 31, 2025, we had net income of $154,401, which consisted of general and administrative expenses of $311,265, related party administrative fees of $30,000, offset by interest income of $494,562 and a decrease in fair value of derivative liability of $1,104.
For the nine months ended August 31, 2025, we had net income of $1,333,322, which consisted of general and administrative expenses of $607,632, and related party administrative fees of $90,000, offset by interest income of $2,029,850 and a decrease in fair value of derivative liability of $1,104.
Change in Fair Value of Derivative Liability
For both the three and nine month periods ended August 31, 2025, the Company recognized a $1,104 non-cash gain from the change in fair value of the derivative liability associated with the Sponsor’s Convertible Note. This liability reflects the fair value of the embedded conversion feature, measured using a binomial tree model in accordance with ASC 820, Fair Value Measurement. Upon the modification of the Convertible Notes on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40. As a result, the embedded derivative no longer required separate liability classification. The carrying amount of the derivative liability as of the modification date was reclassified to additional paid-in capital.
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Liquidity and Capital Resources
On March 22, 2024, we consummated our IPO of 6,900,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 235,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,355,000.
Upon the closing of the IPO and the private placement on March 22, 2024, a total of $69,345,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations.
We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
As of August 31, 2026, we had cash of $12,052 and a working capital deficit of $2,294,124. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.
The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
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The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of August 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
Administrative Services Agreement
The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services.
Underwriting Agreement
Upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Additionally, we issued the underwriters 69,000 shares common stock, or the representative shares, at the closing of the IPO as part of representative compensation.
Business Combination Agreement
On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor. At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement. The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.
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Critical Accounting Policies and Estimates
The preparation of unaudited consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated financial statements.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of August 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of August 31, 2026, our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of August 31, 2026, because, in light of the Company’s limited operations and personnel since inception as a blank check company, the Company has not yet fully designed, implemented and documented formal internal control over financial reporting, including with respect to segregation of duties and written policies and procedures for accounting and financial reporting. Notwithstanding the foregoing, management believes that the unaudited consolidated financial statements included in this Quarterly Report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented. Management intends to continue to develop and formalize the Company’s internal control over financial reporting, including in connection with the preparation for its initial business combination.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal Controls
A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On October 16, 2023, the Sponsor received 17,250,000 of Company’s Class B ordinary shares in exchange for $25,000 paid for deferred offering costs borne by the founder. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock converted to 1,725,000 Class B ordinary shares. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, including 258,750 additional shares subject to forfeiture if the underwriters’ over-allotment option was not exercised. The underwriters did not exercise their over-allotment option, and accordingly, the 258,750 additional Class B ordinary shares were forfeited, leaving 1,725,000 Class B ordinary shares outstanding prior to their conversion into Class A ordinary shares upon the closing of the Company’s initial public offering.
On March 22, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 Units to cover over-allotments, if any.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 235,500 Units (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,355,000.
Following the closing of our IPO, an aggregate of $69,345,000 from the net proceeds of the IPO and the sale of the Private Placement Units was held in the Trust Account.
On February 12, 2026, the Company issued an unsecured convertible promissory note to the Sponsor in the principal amount of up to $300,000. The note bears interest at 10% per annum and, in connection with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering.
On May 4, 2026, the Company issued an unsecured convertible promissory note to the Sponsor in the principal amount of up to $300,000. The note bears interest at 10% per annum and, in connection with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering.
On August 21, 2026, the Company issued an unsecured convertible promissory note to the Sponsor in the principal amount of up to $300,000. The note bears interest at 10% per annum and, in connection with a DeSPAC transaction, may be converted into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. To the extent any such shares are issued, they will be issued in reliance on Section 4(a)(2) of the Securities Act as transactions not involving a public offering.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
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Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 6, 2026
| Black Hawk Acquisition Corporation | ||
| By: | /s/ Kent Louis Kaufman | |
| Name: | Kent Louis Kaufman | |
| Title: | Chief Executive Officer and Chairman | |
| (Principal Executive Officer, Principal Financial and Accounting Officer) | ||
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