Black Hawk Acquisition Corp

Black Hawk Acquisition Corporation (the "Company") is a blank check company incorporated in the Cayman Islands on September 28, 2023, for the purpose of effecting a business combination with one or more target businesses ¹. The Company's business model is to identify and acquire a target business, offering an alternative to a traditional initial public offering (IPO) process, which it believes is less expensive and offers greater certainty of execution ². The Company generates non-operating income primarily from interest earned on marketable securities held in a trust account ³. Its primary customer segments are not explicitly defined, as it is a Special Purpose Acquisition Company (SPAC) seeking to acquire an operating business. The Company's IPO closed on March 22, 2024, raising gross proceeds of $69,000,000 ⁴ from the sale of 6,900,000 units at $10.00 per unit ⁵. Simultaneously, a private placement of 235,500 units to the Sponsor generated $2,355,000 ⁶. A total of $69,345,000 ⁷ from these proceeds was placed in a U.S.-based trust account for the benefit of public shareholders ⁸.

The Company's sole business activity since its IPO has been identifying and evaluating suitable acquisition transaction candidates ⁹. On April 26, 2025, the Company entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. and BH Merger Sub, Inc., with the intent to consummate a business combination ¹⁰. Vesicor Therapeutics, Inc. is described as a California-based early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles ¹¹. The transaction values Vesicor at a pre-money equity value of $70 million ¹², with existing Vesicor shareholders and management rolling over 100% of their equity into the combined company ¹³.

For the year ended November 30, 2025, the Company reported net income of $1,329,557 ¹⁴, which included interest income of $2,244,975 ¹⁵ and a change in fair value of derivative liability of $92 ¹⁶, offset by general and administrative expenses of $795,510 ¹⁷ and related party administrative fees of $120,000 ¹⁸. This compares to net income of $1,915,703 ¹⁹ for the year ended November 30, 2024, which consisted of interest income of $2,491,779 ²⁰ offset by general and administrative expenses of $492,131 ²¹ and related party administrative fees of $83,945 ²². The Company's cash balance as of November 30, 2025, was $39,521 ²³, down from $264,842 ²⁴ as of November 30, 2024. Investments held in the Trust Account decreased significantly from $71,829,264 ²⁵ as of November 30, 2024, to $23,827,149 ²⁶ as of November 30, 2025. Total current liabilities increased from $70,978 ²⁷ in 2024 to $1,482,233 ²⁸ in 2025, primarily due to $575,000 ²⁹ due to the target company and $595,369 ³⁰ in convertible notes from a related party. The Company had a working capital deficit of $1,431,443 ³¹ as of November 30, 2025.

Year-over-year, net income decreased from $1,915,703 ¹⁹ in 2024 to $1,329,557 ¹⁴ in 2025. Interest income on investments held in the Trust Account also declined from $2,484,264 ³² in 2024 to $2,258,631 ³³ in 2025. General and administrative expenses increased from $492,131 ²¹ to $795,510 ¹⁷, and related party administrative fees rose from $83,945 ²² to $120,000 ¹⁸. The most significant shift was the redemption of 4,775,923 public ordinary shares ³⁴ in connection with an Extraordinary General Meeting on July 8, 2025, resulting in a payment of approximately $51.0 million ³⁵ from the Trust Account at approximately $10.68 per share ³⁶. This reduced the funds in the Trust Account to approximately $22.7 million ³⁷ and the number of outstanding public ordinary shares to 2,124,077 ³⁸.

During the reported period, the Company entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. on April 26, 2025 ¹⁰. An Extraordinary General Meeting was held on July 8, 2025, where shareholders approved an extension of the business combination deadline monthly through December 22, 2026 ³⁹, contingent on monthly deposits of $150,000 ⁴⁰ into the Trust Account. The Company also issued convertible promissory notes to the Sponsor, specifically the June Note and September Note, each permitting borrowings of up to $350,000 ⁴¹. As of November 30, 2025, $350,000 ⁴² was drawn under the June Note and $250,000 ⁴³ under the September Note. The conversion feature of these notes was modified on September 30, 2025, to be convertible solely into the Company's ordinary shares at a fixed conversion price of $1.00 per share ⁴⁴.

The Company intends to effectuate its initial business combination using cash from the proceeds of its IPO and private placement, the proceeds from the sale of its securities in connection with the initial business combination, its shares, debt, or a combination of cash, stock, and debt ⁴⁵. The Company expects to continue incurring significant costs in pursuit of its acquisition plans ⁴⁶.

A major growth area for the Company is the pending Business Combination with Vesicor Therapeutics, Inc., a California-based early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles ¹¹. The transaction values Vesicor at a pre-money equity value of $70 million ¹². Existing Vesicor shareholders and management will roll over 100% of their equity into the combined company ¹³. The completion of this Business Combination is subject to regulatory approvals, shareholder approvals from both Black Hawk and Vesicor, and other customary closing conditions, including Nasdaq listing approval ⁴⁷. There is no assurance as to the timing or completion of the Business Combination ⁴⁸.

The Company's operational outlook is heavily focused on completing the Business Combination. It expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses related to searching for and completing a Business Combination ⁴⁹. The Company's liquidity needs beyond the net proceeds from the IPO and funds outside the Trust Account are expected to require additional capital to pay existing accounts payable, identify and evaluate prospective business combination candidates, perform due diligence, and structure, negotiate, and consummate the initial Business Combination ⁵⁰. The Company has incurred and expects to continue to incur significant professional costs to remain a publicly traded company and significant transaction costs in pursuit of the Business Combination ⁵¹.

Regarding capital allocation, the Company's management has broad discretion with respect to the specific application of the proceeds of the IPO and Private Placement held outside the Trust Account, with substantially all net proceeds intended for consummating a business combination and working capital ⁵². If capital stock is used as consideration, remaining proceeds in the Trust Account and other net proceeds will be used as working capital for the target business's operations, strategic acquisitions, marketing, research and development, or to repay operating expenses or finders' fees ⁵³. The Company may seek to raise additional funds through a private offering of debt or equity securities in connection with the Business Combination ⁵⁴. The Company has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of its initial business combination ⁵⁵.

Management has determined that the Company's current lack of liquidity and dependence on completing a business combination within a prescribed period raise substantial doubt about its ability to continue as a going concern ⁵⁶. If the Company is unable to complete a Business Combination within the Combination Period, its board of directors would proceed to commence voluntary liquidation and formal dissolution ⁵⁷. The Company's ability to consummate a Business Combination may be materially and adversely affected by various social and political circumstances, including rising trade tensions and global conflicts, which may also impact its ability to raise equity and debt financing due to increased market volatility or decreased market liquidity ⁵⁸.

The Company faces material risks primarily related to its status as a blank check company and its ability to consummate a business combination. A significant risk is the Company's current liquidity position, with $39,521 ²³ in cash and a working capital deficit of $1,431,443 ³¹ as of November 30, 2025, which raises substantial doubt about its ability to continue as a going concern ⁵⁶. If the Business Combination with Vesicor Therapeutics, Inc. is not completed within the extended Combination Period ending December 22, 2026 ³⁹, the Company will redeem its public shares for a pro rata portion of the funds in the trust account and liquidate ⁵⁷. The redemption price per public share is approximately $10.05 ⁵⁹ without considering interest earned on funds, but the actual amount could be substantially less due to creditor claims ⁶⁰. The Company's ability to complete the Business Combination is also dependent on its ability to raise equity and debt financing, which may be impacted by increased market volatility or decreased market liquidity due to global social and political circumstances, including ongoing conflicts ⁵⁸. Intense competition from other entities with similar business objectives, such as other blank check companies, private equity groups, and venture capital funds, may also hinder the Company's ability to identify and effect a suitable business combination ⁶¹. Furthermore, the requirement to acquire a target business with a fair market value of at least 80% of the trust account balance ⁶² and the potential for significant redemptions by public shareholders, which have already reduced the trust account to approximately $22.7 million ³⁷, may limit the Company's ability to acquire larger target businesses ⁶³.

Management's message emphasizes the Company's formation as a blank check company to effect a business combination and its recent entry into a Business Combination Agreement with Vesicor Therapeutics, Inc. on April 26, 2025 ¹⁰. They highlight the management team's experience in identifying attractive risk-adjusted returns and leveraging professional contacts for deal sourcing ⁶⁴. A key strategic priority is the successful consummation of the proposed Business Combination with Vesicor, which values the target at a pre-money equity value of $70 million ¹², with existing shareholders rolling over 100% of their equity ¹³. Management also stresses the Company's structure as a publicly listed acquisition company as an attractive alternative to a traditional IPO for target businesses, offering less expense and greater certainty of execution ². Another strategic focus is the extension of the Combination Period, which shareholders approved on July 8, 2025, allowing monthly extensions through December 22, 2026 ³⁹, contingent on $150,000 ⁴⁰ monthly deposits into the Trust Account, which have been funded to date ⁶⁵. Despite these efforts, management explicitly acknowledges that the Company's current financial conditions raise substantial doubt about its ability to continue as a going concern ⁵⁶, and there is no assurance that the Business Combination will be successful ⁴⁶.