Black Hawk Acquisition Corp

Black Hawk Acquisition Corporation (the "Company") is a blank check company, incorporated in the Cayman Islands on September 28, 2023, with the sole purpose of effecting a business combination with one or more target businesses ¹. The Company has not commenced any operations or generated any revenues to date, with its activities focused on its initial public offering (IPO) and identifying a target company for a business combination ². On April 26, 2025, the Company entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. and BH Merger Sub, Inc., intending to consummate a business combination, subject to customary closing conditions ³. The Company's management team, led by CEO, CFO, and Chairman Mr. Kent Louis Kaufman, COO and Director Jonathan Ginsberg, and Independent Directors Daniel M. McCabe and Terry W. Protto, is positioned to identify attractive risk-adjusted returns through their professional contacts and transaction sources ⁴.

The core business model of Black Hawk Acquisition Corporation is to act as a Special Purpose Acquisition Company (SPAC), raising capital through an IPO and private placements to acquire a target business, thereby providing the target with an alternative to a traditional IPO ⁵. The Company generates non-operating income primarily from interest earned on marketable securities held in a trust account ⁶. Its primary customer segments are the public shareholders who invest in its units, ordinary shares, and rights, and the target business seeking access to U.S. public capital markets ⁷. The Company aims to add value to acquired businesses by providing access to U.S. capital markets and leveraging its management's experience in operations and financing ⁸.

The Company's financial activities are centered around its IPO and subsequent efforts to secure a business combination. On March 22, 2024, the Company consummated its IPO of 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000 ⁹. Simultaneously, a private placement of 235,500 units to the Sponsor at $10.00 per unit generated $2,355,000 in gross proceeds ¹⁰. A total of $69,345,000 from these proceeds was placed in a U.S.-based trust account for the benefit of public shareholders ¹¹.

For the fiscal year ended November 30, 2025, the Company reported net income of $1,329,557 ¹². This consisted of interest income of $2,244,975 and a change in fair value of derivative liability of $92, offset by general and administrative expenses of $795,510 and related party administrative fees of $120,000 ¹³. As of November 30, 2025, the Company had cash of $39,521 ¹⁴ and investments held in the Trust Account of $23,827,149 ¹⁵. Total current liabilities were $1,482,233 ¹⁶, including $575,000 due to the target company ¹⁷, $296,410 in accrued offering costs and expenses ¹⁸, $15,454 in accrued interest expenses ¹⁹, and $595,369 in convertible notes from a related party ²⁰. A deferred underwriting fee payable of $2,415,000 was also recorded ²¹. The Company had a working capital deficit of $1,431,443 ²² and a total shareholders' deficit of $3,846,443 ²³.

Comparing fiscal year 2025 to 2024, net income decreased from $1,915,703 in 2024 to $1,329,557 in 2025 ²⁴. Interest earned on investments held in the Trust Account also decreased from $2,484,264 in 2024 to $2,258,631 in 2025 ²⁵. General and administrative expenses increased from $492,131 in 2024 to $795,510 in 2025 ²⁶, and related party administrative fees rose from $83,945 in 2024 to $120,000 in 2025 ²⁷. A significant operational development was the redemption of 4,775,923 public ordinary shares in connection with an Extraordinary General Meeting on July 8, 2025, resulting in a payment of approximately $51.0 million from the Trust Account ²⁸. This reduced the Trust Account balance to approximately $22.7 million and left 2,124,077 public ordinary shares outstanding ²⁹.

During the reported period, the Company entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. on April 26, 2025 ³⁰. Vesicor is described as a California-based early development stage biotechnology corporation focused on p53-based cancer therapeutics delivered via precision-engineered microvesicles ³¹. The transaction values Vesicor at a pre-money equity value of $70 million, with existing Vesicor shareholders and management rolling over 100% of their equity into the combined company ³². The Company also approved an extension of the business combination deadline monthly through December 22, 2026, requiring monthly deposits of $150,000 into the Trust Account ³³. The Sponsor issued convertible promissory notes to fund these extension payments, drawing $350,000 under the June Note and $250,000 under the September Note as of November 30, 2025 ³⁴.

Black Hawk Acquisition Corporation's primary objective for the upcoming period is the consummation of its Business Combination with Vesicor Therapeutics, Inc., which is subject to regulatory approvals, shareholder approvals from both Black Hawk and Vesicor, and Nasdaq listing approval for the combined company ³⁵. The Company aims to complete this initial business combination by December 22, 2026, following shareholder approval of an extension to this deadline ³⁶. There is no assurance as to the timing or completion of this Business Combination ³⁷.

The Company's growth strategy is entirely predicated on the successful acquisition of Vesicor Therapeutics, Inc. Vesicor is an early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles ³⁸. The transaction values Vesicor at a pre-money equity value of $70 million, with existing Vesicor shareholders and management rolling over 100% of their equity into the combined company ³⁹. This acquisition represents the Company's sole identified growth vector, aiming to transition from a blank check company to an operating entity in the biotechnology sector.

Operationally, the Company expects to continue incurring significant professional costs associated with being a publicly traded company and substantial transaction costs related to pursuing and consummating the Business Combination ⁴⁰. Management has determined that the Company's current liquidity needs and the uncertainty of completing the Business Combination within the Combination Period raise substantial doubt about its ability to continue as a going concern ⁴¹. The Company plans to address this by relying on additional capital, potentially from loans from the Sponsor and other parties, although there is no guarantee such funds will be received ⁴².

Regarding capital allocation, the Company intends to use substantially all of the net proceeds from its IPO and private placement, including funds held in the Trust Account, for its initial business combination and related expenses, such as deferred underwriting discounts and commissions of $2,415,000 ⁴³. 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 ⁴⁴. The Sponsor has agreed to loan the Company funds for extension payments, with $150,000 required for each one-month extension into the Trust Account ⁴⁵. As of February 28, 2026, a February 2026 Convertible Note of up to $300,000 for working capital and extension fees was fully drawn ⁴⁶.

The Company explicitly flags several structural headwinds and execution risks. Its ability to consummate a Business Combination, or the operations of a target business, may be materially and adversely affected by various social and political circumstances globally, including rising trade tensions and ongoing conflicts ⁴⁷. The Company's ability to complete a transaction may also be dependent on raising equity and debt financing, which could be impacted by increased market volatility or decreased market liquidity ⁴⁸. Furthermore, if the Company is unable to complete a Business Combination by December 22, 2026, it will redeem outstanding public shares and liquidate, with public rights expiring worthless ⁴⁹.

The Company faces material risks including its ability to complete the proposed Business Combination with Vesicor Therapeutics, Inc., as there is no assurance of its consummation ⁵⁰. The Company's liquidity is a significant concern, with a working capital deficit of $1,431,443 as of November 30, 2025 ⁵¹, and management has determined that these conditions raise substantial doubt about its ability to continue as a going concern ⁵². Geopolitical factors such as rising trade tensions and ongoing global conflicts may increase market volatility and economic uncertainties, potentially hindering the Company's ability to consummate a Business Combination or impacting the operations of a target business ⁵³. The Company's ability to raise necessary equity and debt financing may also be adversely affected by these macro factors ⁵⁴. Furthermore, if the Business Combination is not completed by December 22, 2026, the Company will liquidate, and public shareholders may receive approximately $10.20 per share, or less in certain circumstances, with rights expiring worthless ⁵⁵. There is also a risk that claims by creditors could reduce the funds in the trust account below $10.05 per public share ⁵⁶, and the Sponsor's indemnification obligations are not independently verified for sufficiency of funds ⁵⁷.

Management's message emphasizes the Company's ongoing efforts to complete its initial business combination with Vesicor Therapeutics, Inc., following the Business Combination Agreement entered into on April 26, 2025 ⁵⁸. They acknowledge the Company's status as a blank check company with no current operations or revenue, relying on the IPO proceeds and loans to fund activities ⁵⁹. A key strategic priority is to successfully navigate the closing conditions for the Vesicor transaction, including regulatory and shareholder approvals, and Nasdaq listing approval ⁶⁰. Management has also secured an extension for the business combination deadline, allowing for monthly extensions through December 22, 2026, contingent on depositing $150,000 per month into the Trust Account ⁶¹. They recognize the significant professional and transaction costs incurred and the need for additional capital to sustain operations and complete the Business Combination, noting that these conditions raise substantial doubt about the Company's ability to continue as a going concern ⁶².