Leadership reshuffle at Vesicor noted by Black Hawk (NASDAQ: BKHA)

Rhea-AI Filing 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.

Insights

SPAC and corporate governance analyst

SPAC’s merger target replaces late CFO and adds independent director.

Black Hawk Acquisition Corporation, a SPAC, disclosed that its proposed business combination target, Vesicor Therapeutics, lost its Chief Financial Officer, Michael Bowen, and promptly appointed experienced healthcare executive Mitchell Creem as CFO effective immediately. It also added Frederick Woodruff Field to Vesicor’s board as an independent director.

These moves address management continuity and board independence at the target company, which are important in SPAC merger evaluations. Vesicor notes there is no employment agreement with Creem and confirms there are no related-party transactions or family relationships involving Creem or Field, which supports cleaner governance disclosures ahead of any potential business combination.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2026

Black Hawk Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		6770001-41984		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4125 Blackhawk Plaza Circle, Suite 166  Danville, CA		94506
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (952) 217-4482

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Units, each consisting of one ordinary share and one-fifth of one right		BKHAU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		BKHA		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one ordinary share		BKHAR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2026, Black Hawk Acquisition Corporation (the “Company”) reported that Michael Bowen, the Chief Financial Officer of Vesicor Therapeutics, Inc. (“Vesicor”), the Company’s proposed business combination target, passed away.

Also on January 27, 2026, the board of directors of Vesicor (the “Vesicor Board”) appointed Mitchell Creem to serve as Chief Financial Officer of Vesicor, effective immediately, to fill the vacancy created by Mr. Bowen’s death. There is no employment agreement between Vesicor and Mr. Creem.

On January 26, 2026, the Vesicor Board appointed Frederick Woodruff Field to serve as a member of its board of directors, effective immediately. The Vesicor Board has determined that Mr. Field satisfies the applicable “independent director” requirements under the rules of The Nasdaq Stock Market.

Mitchell Creem

Mr. Creem currently serves as the Chief Executive Officer and a director of Pioneer Acquisition Corporation (Nasdaq: PACH). He has over 35 years of experience as a senior executive in healthcare organizations.

Mr. Creem served as a director of Nutex Health, Inc. (Nasdaq: NUTX) from April 2022 to July 14, 2025 and as a director of Clinigence Holdings, Inc. from April 2019 until April 2022. He is currently a principal at GreenRock Capital and has served as President of The Bridgewater Healthcare Group since July 2017. From October 2015 to July 2017, he served as Chief Executive and Administrative Officer of Verity Health Systems of California, Inc.

Previously, Mr. Creem served in various roles at ApolloMed, now Astrana Health, Inc. (Nasdaq: ASTH), including Chief Financial Officer and director, and served as Chief Executive Officer of the Keck Hospital of USC and the USC Norris Cancer Center. He also served as Chief Financial Officer and Associate Vice Chancellor of UCLA Health Sciences. Prior to UCLA, he served as Chief Financial Officer of Beth Israel Deaconess Medical Center and Tufts University Medical Center, and earlier worked in the healthcare practice group of PricewaterhouseCoopers.

Mr. Creem holds a Bachelor of Science in Accounting and Business Administration from Boston University and a Master of Health Administration from Duke University.

Vesicor believes that Mr. Creem’s background and experience in accounting, public company audits and general business administration roles make him well qualified to serve as its Chief Financial Officer.

Frederick Woodruff Field

Mr. Field is an executive, entrepreneur, and film producer with over 30 years of experience in the film, music, and television industries. He currently serves as Chairman and Chief Executive Officer of Radar Pictures, which he founded in 2001.

In 1989, Mr. Field co-founded Interscope Records. Prior to that, he founded Interscope Communications in 1982, which produced more than 50 feature films. Mr. Field has also invested in and served on the boards of multiple private companies and attended Pomona College in Claremont, California.

Vesicor believes that Mr. Field’s background and experience as an executive, entrepreneur, investor and in general business administration make him well qualified to serve as member of its board of directors.

There are no arrangements or understandings between Mr. Creem or Mr. Field and any other persons pursuant to which either was selected for their respective positions. There are no family relationships between either of them and any director or executive officer of the Company.

Neither Mr. Creem nor Mr. Field has any direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Black Hawk Acquisition Corporation
Date: February 3, 2026	By:	/s/ Kent Louis Kaufman
	Name:	Kent Louis Kaufman
	Title:	Chief Executive Officer

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FAQ

What did Black Hawk Acquisition Corporation (BKHA) report in this 8-K?

Black Hawk Acquisition Corporation reported leadership changes at Vesicor Therapeutics, its proposed merger target. Vesicor’s Chief Financial Officer Michael Bowen passed away, and the Vesicor board appointed Mitchell Creem as CFO and Frederick Woodruff Field as a new independent director.

Who is the new Chief Financial Officer of Vesicor Therapeutics related to BKHA’s deal?

Vesicor appointed Mitchell Creem as its new Chief Financial Officer. He brings over 35 years of senior healthcare executive experience, including roles at major health systems and public companies. Vesicor states there is no employment agreement in place between it and Mr. Creem.

What happened to Vesicor Therapeutics’ prior CFO mentioned by BKHA?

Michael Bowen, Vesicor Therapeutics’ prior Chief Financial Officer, passed away. Black Hawk Acquisition Corporation disclosed his death occurred before the Vesicor board appointed a successor, making this a key management transition at the SPAC’s proposed business combination target.

Who is the new independent director at Vesicor in Black Hawk’s filing?

Vesicor appointed Frederick Woodruff Field to its board of directors. He is an executive, entrepreneur, and film producer, currently Chairman and CEO of Radar Pictures, and the Vesicor board determined he meets Nasdaq’s independent director requirements.

Are there related-party transactions involving Vesicor’s new CFO or director?

Vesicor states neither Mitchell Creem nor Frederick Woodruff Field has material related-party interests. The company reports no transactions requiring disclosure under Item 404(a) of Regulation S-K and no family relationships with any director or executive officer of Black Hawk Acquisition Corporation.

Does Vesicor have an employment agreement with new CFO Mitchell Creem?

Vesicor does not have an employment agreement with Mitchell Creem. The filing specifically notes there is no employment agreement between Vesicor and its newly appointed Chief Financial Officer, which may influence how his compensation and tenure are structured in future arrangements.