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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.
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.
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 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 Corporation deposited an aggregate $150,000 into its trust account for public shareholders. This Extension Payment allows the company to extend the deadline to complete its initial business combination by one month, moving the date from August 22, 2025 to September 22, 2025.
Mizuho Financial Group reports beneficial ownership of 750,000 common shares of Black Hawk Acquisition Corporation, representing 8.4% of the outstanding class. The filing states Mizuho has sole voting and sole dispositive power over these shares, meaning it controls voting decisions and disposition of the stake. The document identifies Mizuho as a parent holding company and notes that Mizuho Bank, Mizuho Americas LLC and Mizuho Securities USA LLC may be deemed indirect beneficial owners of the shares held by Mizuho Securities USA LLC. The filing also confirms the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control.
W.R. Berkley Corporation and its subsidiary Berkley Insurance Company report beneficial ownership of 462,496 ordinary shares of Black Hawk Acquisition Corporation, representing 5.2% of the class based on 8,929,500 outstanding ordinary shares. Both reporting persons disclose shared voting power and shared dispositive power over all 462,496 shares and state they have no sole voting or dispositive power. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control. The reporting persons list their principal address as 475 Steamboat Road, Greenwich, CT.