Black Hawk merger approved; $25.2M in redemptions

Shareholders approved removing the $5,000,001 net tangible-assets requirement upon consummation, while 2,089,162 ordinary shares were redeemed.

Rhea-AI Filing 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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Aggregate redemption amount: $25,153,510.48 Per-share redemption price: approximately $12.04 Ordinary shares redeemed: 2,089,162 shares +3 more

6 metrics

Aggregate redemption amount $25,153,510.48 Redemptions exercised in connection with the extraordinary general meeting

Per-share redemption price approximately $12.04 Price for ordinary shares redeemed

Ordinary shares redeemed 2,089,162 shares Holders exercised redemption rights in connection with the meeting

Ordinary shares issued and outstanding 4,153,577 shares Entitled to vote as of September 1, 2026

Shares present or represented 3,211,516 shares At the October 13, 2026 meeting; approximately 77.3% of outstanding shares entitled to vote

Minimum net tangible assets $5,000,001 Requirement shareholders approved removing upon consummation of a business combination

Key Terms

domestication, pro rata portion, net tangible assets, quorum

4 terms

domestication regulatory

"domestication as a corporation in the State of Delaware"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

pro rata portion financial

"a pro rata portion of the funds in the Company’s trust account"

net tangible assets financial

"maintain net tangible assets of at least $5,000,001"

Net tangible assets are what remains of a company’s physical, measurable assets (cash, buildings, equipment, inventory) after subtracting its debts and other obligations, excluding intangible items like goodwill, patents or brand value. For investors it provides a conservative snapshot of the company’s minimum real-world worth—like the resale value of all physical things after paying bills—and helps judge balance-sheet strength and downside risk.

quorum regulatory

"constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the BKHA business-combination vote results?

The proposal received 3,191,351 votes for, 20,165 against and 0 abstentions. Shareholders approved the Business Combination Agreement dated April 26, 2025, among Black Hawk Acquisition Corporation, Vesicor Therapeutics, Inc. and BH Merger Sub, Inc.

How many BKHA shares were redeemed, and for what amount?

Holders of 2,089,162 ordinary shares exercised redemption rights for an aggregate redemption amount of $25,153,510.48, at an approximately $12.04 per-share redemption price. The company is not permitting reversals of redemption elections.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 04:16 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:16 PM EDT Learn about SEC filing dates

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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): October 13, 2026

Black Hawk Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-41984001-41984		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: (925) 217-4482

N/A

(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))

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. ☐

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		BKHA		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one ordinary share		BKHAR		The Nasdaq Stock Market LLC

Item 5.07 Submission of a Matter to a Vote of Security Holders.

On October 13, 2026, Black Hawk Acquisition Corporation (the “Company”) held an extraordinary general meeting of Shareholders (the “Extraordinary General Meeting”). The record date for shareholders entitled to notice of and to vote at the Extraordinary General Meeting was September 1, 2026. As of the record date, 4,153,577 ordinary shares were issued and outstanding and entitled to vote at the Extraordinary General Meeting. Of these shares, 3,211,516 shares, representing approximately 77.3% of the outstanding ordinary shares entitled to vote, were present by virtually or represented by proxy at the Extraordinary General Meeting, constituting a quorum.

At the Extraordinary General Meeting, shareholders voted on eight proposals, each of which is described in greater detail in the Company’s definitive proxy statement. The final voting results for each proposal are set forth below:

Proposal 1 – Business Combination Proposal

The Company’s shareholders approved, by ordinary resolution, the Business Combination Agreement, dated as of April 26, 2025 (as amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, Vesicor Therapeutics, Inc. (“Vesicor”) and BH Merger Sub, Inc., and the transactions contemplated thereby (the “Business Combination Proposal”). The votes cast were as follows:

For		Against		Abstain
3,191,351		20,165		0

Proposal 2 – Domestication Proposal

The Company’s shareholders approved, by special resolution, the transfer of the Company by way of continuation out of the Cayman Islands and its domestication as a corporation in the State of Delaware (the “Domestication Proposal”). The votes cast were as follows:

For		Against		Abstain
3,191,351		20,165		0

Proposal 3 – Organizational Documents Proposal

The Company’s shareholders approved, by special resolution, the adoption, effective upon the Domestication, of the proposed certificate of incorporation and bylaws of the Company (the “Organizational Documents Proposal”). The votes cast were as follows:

For		Against		Abstain
3,191,351		20,165		0

Proposal 4 – Director Election Proposal

The Company’s shareholders elected, by ordinary resolution, five directors to serve on the board of directors of the Company following the Business Combination (the “Director Election Proposal”). The votes cast for each nominee were as follows:

Director Nominee		For		Against		Abstain
Luo Feng		3,191,351		20,165		0
Warren Hosseinion		3,191,351		20,165		0
Frederick Woodruff Field		3,191,351		20,165		0
Oded Levy		3,191,351		20,165		0
Qi Ouyang		3,191,351		20,165		0

1

Proposal 5 – Nasdaq Proposal

The Company’s shareholders approved, by ordinary resolution, for purposes of complying with applicable Nasdaq listing rules, the issuance of shares of common stock of the Company following the Domestication in connection with the Business Combination (the “Nasdaq Proposal”). The votes cast were as follows:

For		Against		Abstain
3,191,352		20,164		0

Proposal 6 – Incentive Plan Proposal

The Company’s shareholders approved, by ordinary resolution, the Vesicor Therapeutics Holdings, Inc. 2026 Equity Incentive Plan (the “Incentive Plan Proposal”). The votes cast were as follows:

For		Against		Abstain
3,102,603		20,164		88,749

Proposal 7 – NTA Proposal

The Company’s shareholders approved, by special resolution, an amendment of the Company’s memorandum and articles of association to remove the requirement that the Company maintain net tangible assets of at least $5,000,001 upon consummation of a business combination (the “NTA Proposal”). The votes cast were as follows:

For		Against		Abstain
3,191,351		20,165		0

Proposal 8 – Adjournment Proposal

The Company’s shareholders approved, by ordinary resolution, the adjournment the Extraordinary General Meeting to a later date or dates, if necessary or desirable, as determined by the Company’s board of directors (the “Adjournment Proposal”). The votes cast were as follows:

For		Against		Abstain
3,141,351		70,165		0

All eight proposals were approved by the requisite shareholder vote. In connection with the approval of the NTA Proposal, the Company intends to file an amendment to its current amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands promptly following the Extraordinary General Meeting.

In connection with the Extraordinary General Meeting, holders of 2,089,162 ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account, for an aggregate redemption amount of $25,153,510.48, representing a per-share redemption price of approximately $12.04. The Company is not permitting reversals of redemption elections.

2

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

By:	/s/ Kent Louis Kaufman
Name:	Mr. Kent Louis Kaufman
Title:	Chief Executive Officer
Date: October 13, 2026

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.5 KB
• EX-101 XBRL LABEL FILE 36.7 KB
• EX-101 XBRL PRESENTATION FILE 25.2 KB