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 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.