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Black Hawk Acquisition Corporation 8-K Filings

BKHA NASDAQ

Every 8-K that Black Hawk Acquisition Corporation (BKHA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BKHA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BKHA filings page.

Rhea-AI Summary

Black Hawk Acquisition Corporation shareholders approved all eight proposals at the October 13, 2026 extraordinary general meeting, including the business combination agreement with Vesicor Therapeutics, Inc. and BH Merger Sub, Inc.; domestication from the Cayman Islands to Delaware; and organizational documents effective upon domestication. They also approved Nasdaq-related common-stock issuance in connection with the combination, Vesicor Therapeutics Holdings, Inc.’s 2026 Equity Incentive Plan, and an amendment removing the requirement to maintain at least $5,000,001 in net tangible assets upon consummation. Luo Feng, Warren Hosseinion, Frederick Woodruff Field, Oded Levy and Qi Ouyang were elected directors to serve following the combination. Shareholders also approved adjournment to a later date if necessary or desirable, as determined by the board.

Holders of 2,089,162 ordinary shares exercised redemption rights for an aggregate $25,153,510.48, at an approximately $12.04 per-share redemption price; the company is not permitting reversals of redemption elections. As of the September 1, 2026 record date, 4,153,577 ordinary shares were issued and outstanding and entitled to vote. A total of 3,211,516 shares, approximately 77.3%, were present virtually or represented by proxy, constituting a quorum. The company intends to file the amendment to its memorandum and articles of association with the Cayman Islands Registrar of Companies promptly following the meeting.

Rhea-AI Summary

Black Hawk Acquisition Corp. (BKHA) entered financing agreements with Vesicor Therapeutics, Inc. and Meteora on September 22, 2026, related to the proposed business combination.

The forward transaction covers up to 1,350,000 shares, subject to upward adjustment for certain dilutive offerings. Subject to a pricing-date notice, BKHA will pay Meteora from the trust account at or around closing, based on designated shares and the per-share redemption price, less the purchase price funded for Additional Shares. Meteora also agreed, on a commercially reasonable best-efforts basis, to beneficially own and not redeem, or reverse prior redemption requests for, up to 2,124,077 shares; this maximum is not a minimum holding obligation. BKHA will pay for each such share the final redemption price less $0.75.

After the related registration statement becomes effective and SEPA conditions are met, PubCo may, but need not, sell up to $200.0 million of common stock to Meteora over a commitment period generally lasting 36 months, extendible by up to 24 months by mutual written agreement. Ordinary advances generally are priced at 97% of applicable market price. PubCo will pay a commitment fee equal to 0.50% of the $200.0 million commitment, in cash or shares at its election. Subscription purchases are subject to a 9.9% cap on Meteora’s ownership of outstanding shares unless Meteora waives the limit.

Rhea-AI Summary

Black Hawk Acquisition Corp (BKHA) reports that an aggregate of $150,000 has been deposited into its trust account for the benefit of public shareholders. This Extension Payment allows the company to extend the deadline to complete its initial business combination by one month, from September 22, 2026 to October 22, 2026.

The company’s units, ordinary shares and rights continue to be listed on The Nasdaq Stock Market LLC under the symbols BKHAU, BKHA and BKHAR, respectively.

Rhea-AI Summary

Black Hawk Acquisition Corp (BKHA) entered into a financing arrangement with its sponsor, Black Hawk Management LLC, by issuing a convertible promissory note with a principal amount of up to $300,000. The company may draw advances under the note for working capital and extension fees, with total advances capped at $300,000.

The note bears 10% annual interest starting July 8, 2026, for one year. The outstanding balance becomes due upon either completion of the company’s initial business combination (a DeSPAC transaction) or liquidation. In a liquidation, all amounts are repaid in cash. If a DeSPAC transaction closes, the sponsor may choose repayment in cash or convert the outstanding principal into post-combination common stock at a $1.00 per share conversion price, with shares rounded up to the nearest whole share and entitled to registration rights. The note is unsecured, may be prepaid at any time without penalty, and the sponsor has waived any claim against funds held in the SPAC’s trust account. The issuance and any conversion shares rely on the Section 4(a)(2) exemption from registration under the Securities Act.

Rhea-AI Summary

Black Hawk Acquisition Corp (BKHA) reports that an aggregate of $150,000 has been deposited into its trust account for the benefit of its public shareholders. This amount is identified as an “Extension Payment.”

The Extension Payment allows the company to further extend the deadline to consummate its initial business combination by one month, moving the date from August 22, 2026 to September 22, 2026. Black Hawk Acquisition Corp remains listed on Nasdaq, with units, ordinary shares, and rights trading under the symbols BKHAU, BKHA, and BKHAR, respectively.

Rhea-AI Summary

Black Hawk Acquisition Corporation deposited an aggregate of $150,000 into its trust account for the benefit of its public shareholders. This Extension Payment allows the special purpose acquisition company to extend the deadline to complete its initial business combination by one month, moving the date from July 22, 2026 to August 22, 2026. The company’s units, ordinary shares with a par value of $0.0001 per share, and rights (each right entitling the holder to receive one ordinary share) are listed on The Nasdaq Stock Market.

Rhea-AI Summary

Black Hawk Acquisition Corporation entered into a convertible promissory note of up to $300,000 with its Sponsor, Black Hawk Management LLC, to fund working capital. The note carries 10% annual interest starting April 20, 2026 and is due at either a DeSPAC business combination or the company’s liquidation.

At a DeSPAC closing, the Sponsor can take repayment in cash or convert principal into post‑combination common stock at $1.00 per share, with shares rounded up to the nearest whole share and entitled to registration rights. On liquidation, amounts owed are repaid in cash, the note is unsecured, and the Sponsor has waived any claim on the IPO trust account. The issuance relies on a private‑offering exemption under Section 4(a)(2) of the Securities Act.

Rhea-AI Summary

Black Hawk Acquisition Corporation reported that Nasdaq notified the company it no longer meets the market value of listed securities requirement for the Nasdaq Global Market. For the last 30 consecutive business days, its market value has been below the $50,000,000 minimum required under Listing Rule 5450(b)(2)(A).

The company has 180 calendar days, until September 28, 2026, to regain compliance by having its market value at or above $50,000,000 for at least ten consecutive business days, with Nasdaq able to require up to 20 days. If it fails to regain compliance, its securities could be delisted, although it may appeal or seek transfer to the Nasdaq Capital Market. For now, its units, rights, and ordinary shares continue trading uninterrupted on the Nasdaq Global Market under the symbols BKHAU, BKHAR, and BKHA.

Rhea-AI Summary

Black Hawk Acquisition Corporation reported that Vesicor Therapeutics, its proposed de‑SPAC business combination target, has appointed Michael Tolentino, M.D. as Chief Executive Officer effective March 17, 2026. Founder Luo Feng, Ph.D. became Chief Scientific Officer the same day, keeping scientific leadership in place.

Dr. Tolentino’s employment agreement with Vesicor has an initial 3‑year term that automatically renews annually. It provides a base salary of $48,000, subject to a mutually acceptable increase if Vesicor raises at least $5 million, plus discretionary annual bonus eligibility. If terminated without cause or for Good Reason and he signs a release, he is entitled to cash severance equal to two times his then‑current base salary and target annual bonus, and up to 24 months of paid medical, dental and vision premiums, subject to conditions.

The agreement includes customary confidentiality, intellectual property and non‑solicitation covenants, and a non‑competition restriction during employment and for one year afterward, with a carve‑out for small public equity holdings and provisions that end the non‑compete if owed severance is not paid. The filing also furnishes Dr. Tolentino’s full employment agreement and a press release announcing his appointment.

Rhea-AI Summary

Black Hawk Acquisition Corporation entered into a convertible promissory note with its sponsor, Black Hawk Management LLC, providing up to $300,000 for working capital. The note bears interest at 10% per annum and is due at either the completion of a DeSPAC business combination or the company’s liquidation.

On liquidation, all amounts must be repaid in cash. If a DeSPAC transaction closes, the sponsor can choose cash repayment or convert the outstanding principal into ordinary shares of the post-combination company at a conversion price of $1.00 per share. Any conversion shares will have registration rights, and both the note and potential shares rely on a private offering exemption under Section 4(a)(2) of the Securities Act.

Rhea-AI Summary

Black Hawk Acquisition Corporation reported leadership changes at Vesicor Therapeutics, its proposed merger target, following the death of Vesicor’s Chief Financial Officer, Michael Bowen, on January 27, 2026. Vesicor’s board appointed veteran healthcare executive Mitchell Creem as its new Chief Financial Officer, effective immediately, without an employment agreement.

Vesicor’s board also appointed executive and producer Frederick Woodruff Field as an independent director on January 26, 2026. The board determined that he meets Nasdaq’s independent director requirements. Vesicor states there are no special selection arrangements, no family relationships with Black Hawk’s directors or officers, and no related-party transactions involving Creem or Field that require disclosure.

Rhea-AI Summary

Black Hawk Acquisition Corporation reported that an aggregate $150,000 extension payment was deposited into its trust account for the benefit of its public shareholders. This payment allows the company to extend the deadline to complete its initial business combination by one month, moving the date from September 22, 2025 to October 22, 2025. The units, ordinary shares, and rights of the company continue to trade on the Nasdaq Stock Market LLC under the symbols BKHAU, BKHA, and BKHAR, respectively.