Welcome to our dedicated page for Black Hawk Acquisition SEC filings (Ticker: BKHA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Black Hawk Acquisition Corporation filings document a Cayman Islands blank-check issuer and its SPAC-related securities, including ordinary shares, rights and units listed under BKHA, BKHAR and BKHAU. The record includes 8-K material-event reports on sponsor working-capital financing through convertible promissory notes, trust-account claim waivers, registration-rights provisions and capital-structure terms.
Periodic and notification filings cover annual and quarterly reporting obligations, late-filing notices on Forms 12b-25, emerging-growth-company status, governance matters and operating or financial reporting. Other 8-K disclosures address Nasdaq continued-listing standards and shareholder-vote or other corporate actions typical of a blank-check company seeking an initial business combination.
Black Hawk Acquisition Corporation files an amended Form S-4 registering the proposed Business Combination with Vesicor Therapeutics, Inc., including a domestication to Delaware and rechristening as Vesicor Therapeutics Holdings, Inc.
The proxy/prospectus describes an $70,000,000 Equity Value consideration, the treatment of public redemptions (4,775,923 shares redeemed for approximately $51.0 million), and that 2,124,077 public ordinary shares remain outstanding with approximately $22.7 million then on deposit in the Trust Account. The filing discloses convertible extension notes totaling $1,000,000 (aggregate principal available) and $1,200,000 of Extension Payments funded to date.
Black Hawk Acquisition Corporation submitted a Form 12b-25 notifying the SEC that it could not file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 by the March 2, 2026 deadline due to a delay in completing the Annual Report's financial statements.
The registration states the company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. The notification is signed by Kent Louis Kaufman, Chief Executive Officer, dated March 2, 2026.
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.
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.
Black Hawk Acquisition Corporation is asking shareholders to approve a business combination with Vesicor Therapeutics, Inc., a preclinical biotech, along with a move from Cayman to Delaware, new governing documents, a new Nasdaq listing for “Vesicor Therapeutics Holdings, Inc.” and a 2025 equity incentive plan. The merger consideration for Vesicor holders is based on a $70,000,000 equity value divided by the SPAC redemption price, with all Black Hawk Class A and B shares converting one-for-one into PubCo common stock.
Black Hawk has already seen redemptions of 4,775,923 public shares (about 69.2%), paying roughly $51.0 million from the trust and leaving 2,124,077 public shares and about $22.7 million in the trust before taxes and fees. Extensions to December 22, 2026 require $150,000 monthly deposits funded by two sponsor convertible notes totaling $700,000, each convertible at $1.00 per share.
The deal is conditioned on multiple approvals and on Vesicor arranging at least $10,000,000 of additional financing, although this and Nasdaq listing conditions may be waived, which could leave the combined company below Nasdaq’s $5 million shareholders’ equity requirement and risk delisting. Sponsor and Vesicor insiders will hold meaningful stakes and receive various securities and potential cash incentives, creating conflicts of interest that are highlighted for public shareholders.
Black Hawk Acquisition Corporation has filed an amended S-4 proxy statement/prospectus for its proposed business combination with Vesicor Therapeutics, Inc., valuing Vesicor at an equity value of $70,000,000. The deal includes a domestication of Black Hawk from the Cayman Islands to Delaware, after which it will be renamed Vesicor Therapeutics Holdings, Inc. and seek continued Nasdaq listing under a new symbol.
After a prior extension vote, holders redeemed 4,775,923 public shares (about 69.2% of then-outstanding public shares), leaving 2,124,077 public shares and about $22.7 million in the trust account. Extension payments of $150,000 per month are being funded via two unsecured convertible notes of $350,000 each from the Sponsor. Vesicor is required, but can be waived, to procure at least $10,000,000 of additional financing, and the filing warns that if this “Investment” is not obtained and the condition is waived, the combined company may fail Nasdaq’s $5 million shareholders’ equity requirement and could be delisted.
The document details sponsor founder shares and private placement units, potential conversion of sponsor notes at $1.00 per share, and significant equity stakes and incentive compensation for Vesicor’s executives and directors post-closing. It emphasizes that these interests may create conflicts with unaffiliated public shareholders. Black Hawk’s board unanimously recommends shareholders vote in favor of the business combination, domestication, new organizational documents, Nasdaq share issuance, a 2025 equity incentive plan, director elections, and a possible meeting adjournment, while describing in detail how public shareholders can exercise redemption rights for their Class A shares.
Black Hawk Acquisition Corp. (BKHA) filed its 10-Q for the quarter ended August 31, 2025, reporting modest non‑operating profit while advancing its pending merger. Q3 net income was $154,401, driven mainly by interest, with nine‑month net income of $1,333,322.
The Trust Account stood at $23,296,572 after holders of 4,775,923 public shares redeemed approximately $51.0 million at about $10.68 per share. Following redemptions, 2,124,077 public shares remain outstanding. The company approved monthly extensions through December 22, 2026 and deposited $150,000 per month in July, August, and September to extend the deadline to October 22, 2025.
Black Hawk signed a Business Combination Agreement with Vesicor Therapeutics, valuing Vesicor at a $70 million pre‑money equity value, with all Vesicor equity rolling into the combined company, subject to approvals. Liquidity remains tight with $15,000 cash and a working capital deficit of $901,638, and management disclosed substantial doubt about the ability to continue as a going concern. The company recorded a $350,000 6% convertible note in June and, subsequently on September 23, 2025, issued another up to $350,000 at 10%. A deferred underwriting fee of $2,415,000 remains payable upon closing a business combination.
Black Hawk Acquisition Corporation filed a Form 12b-25, notifying a late filing of its Form 10-Q for the period ended August 31, 2025. The company states it could not compile the necessary financial information in time and that filing on the original deadline would have required unreasonable effort or expense.
Black Hawk Acquisition Corporation expects to file within the extension period. The notification was signed by Chief Executive Officer Kent Louis Kaufman.
Wolverine entities reported ownership of 358,888 ordinary shares of Black Hawk Acquisition Corp, representing 8.64% of the outstanding class based on 4,153,577 shares. The filing lists Wolverine Asset Management LLC as the investment manager with shared voting and dispositive power over the shares; Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L. Gust and Robert R. Bellick are each noted as having the same beneficial amount. The shares are disclosed as held in the ordinary course of business and not for the purpose of changing or influencing control.
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.