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 organizational efforts, its initial public offering (IPO), and identifying a target company for a business combination ². The Company's business model is to identify and acquire a target business, providing an alternative to a traditional IPO process, which it believes is less expensive and offers greater certainty of execution ³. The Company aims to add value to acquired businesses by providing access to U.S. capital markets ⁴.

The Company's core business model revolves around identifying and acquiring a target business. It generates non-operating income from interest earned on marketable securities held in a trust account ⁵. The primary customer segments are not applicable as the Company is a Special Purpose Acquisition Company (SPAC) and does not have an operating business or customers. The Company's strategy is to acquire private companies with compelling economics, clear paths to positive operating cash flow, significant assets, and successful management teams seeking access to U.S. public capital markets ⁶.

The Company's management team, led by CEO, CFO, and Chairman 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 ⁷. Mr. Kaufman has over 30 years of experience in executive roles, management consulting, and executive coaching, having worked with major companies like NVIDIA, Amazon, Google, and Apple ⁸. Mr. Ginsberg has experience in education services, technology, and international trade ⁹. Mr. McCabe has a legal background and board experience with other SPACs, Yotta Acquisition Corporation and Quetta Acquisition Corporation ¹⁰. Mr. Protto has extensive leadership experience in retail, manufacturing, and consulting, including growing a mail order business to approximately $250 million in annual revenue and serving as CEO/President of Alpine 4 Holdings, Inc. ¹¹. The Company leverages its management's industry relationships and professional network for deal sourcing ¹².

For the fiscal year ended November 30, 2025, the Company reported net income of $1,329,557 ¹³. This was primarily driven by interest income of $2,244,975 ¹⁴ (comprising $1,798 in general interest income ¹⁵ and $2,258,631 in interest earned on investments held in the Trust Account ¹⁶) and a change in fair value of derivative liability of $92 ¹⁷. These were offset by general and administrative expenses of $795,510 ¹⁸ and related party administrative fees of $120,000 ¹⁹. As of November 30, 2025, the Company had cash of $39,521 ²⁰ and investments held in the Trust Account of $23,827,149 ²¹. Total current liabilities were $1,482,233 ²², including $575,000 due to the target company ²³, $296,410 in accrued offering costs and expenses ²⁴, $15,454 in accrued interest expenses ²⁵, and $595,369 in convertible notes – related party ²⁶. The Company also had a deferred underwriting fee payable of $2,415,000 ²⁷. The working capital deficit as of November 30, 2025, was $1,431,443 ²⁸. Basic and diluted net income per share for Class A ordinary shares subject to possible redemption was $0.19 ²⁹, and for non-redeemable Class A ordinary shares was also $0.19 ³⁰.

Comparing fiscal year 2025 to 2024, net income decreased from $1,915,703 ³¹ in 2024 to $1,329,557 ¹³ in 2025. Interest earned on investments held in the Trust Account decreased from $2,484,264 ³² in 2024 to $2,258,631 ¹⁶ in 2025. General and administrative expenses increased from $492,131 ³³ in 2024 to $795,510 ¹⁸ in 2025, and related party administrative fees increased from $83,945 ³⁴ in 2024 to $120,000 ¹⁹ in 2025. The Company also incurred interest expense of $15,454 ²⁵ in 2025, which was not present in 2024. Cash decreased significantly from $264,842 ³⁵ in 2024 to $39,521 ²⁰ in 2025, and investments held in the Trust Account decreased from $71,829,264 ³⁶ in 2024 to $23,827,149 ²¹ in 2025, largely due to redemptions.

During the reported period, the Company entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. and BH Merger Sub, Inc. on April 26, 2025, to consummate a business combination ³⁷. Vesicor is a California-based early development stage biotechnology corporation focused on p53-based cancer therapeutics ³⁸. The transaction values Vesicor at a pre-money equity value of $70 million ³⁹. On July 8, 2025, shareholders approved an extension of the business combination deadline, allowing monthly extensions through December 22, 2026, subject to $150,000 ⁴⁰ monthly deposits into the Trust Account ⁴¹. In connection with this extension, holders of 4,775,923 ⁴² public ordinary shares exercised their redemption rights, resulting in a payment of approximately $51.0 million ⁴³ from the Trust Account and leaving approximately $22.7 million ⁴⁴ remaining in the Trust Account ⁴⁵. The Company also issued convertible promissory notes to the Sponsor, drawing $350,000 ⁴⁶ under the June Note and $250,000 ⁴⁷ under the September Note as of November 30, 2025 ⁴⁸.

The Company intends to use substantially all of the net proceeds from its IPO and private placement, including funds in the Trust Account, to complete its initial business combination and cover related expenses, such as deferred underwriting discounts and commissions ⁴⁹. Any remaining proceeds in the Trust Account, along with other net proceeds not expended, will be used as working capital to finance the operations of the target business, potentially for expansion, strategic acquisitions, marketing, research and development, or to repay operating expenses ⁵⁰. The Company expects to continue incurring significant professional costs as a public company and transaction costs in pursuing the business combination ⁵¹.

The Company has entered into a Business Combination Agreement 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 ⁵². The transaction values Vesicor at a pre-money equity value of $70 million ³⁹. Existing Vesicor shareholders and management will roll over 100% of their equity into the combined company and will not receive any cash proceeds ⁵³. 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 ⁵⁴.

The Company's shareholders approved an extension of the deadline to consummate a business combination, allowing for monthly extensions from June 22, 2025, through December 22, 2026 ⁴¹. Each one-month extension requires a deposit of $150,000 ⁴⁰ into the Trust Account ⁴¹. The extension payments due in December 2025 and January 2026 were funded after their respective due dates, and as of the financial statement issuance date, the Company is current with these payments ⁵⁵. In December 2025, the Company drew the remaining $100,000 ⁵⁶ balance of the September Convertible Note ⁵⁷. Between December 2025 and February 28, 2026, Vesicor contributed a total of $350,000 ⁵⁸ as extension fees ⁵⁹. On February 12, 2026, the Company issued a convertible note to the Sponsor for up to $300,000 ⁶⁰ for working capital and extension fees, which was fully drawn as of February 28, 2026 ⁶¹.

The Company's capital allocation plans include using funds from its IPO and private placement for the business combination and related expenses ⁴⁹. The deferred underwriting commission of $2,415,000 ²⁷ is payable upon the closing of a business combination from the Trust Account ⁶². The Sponsor or its affiliates may loan the Company funds for transaction costs or to extend the combination period, with certain loans convertible into ordinary shares at $1.00 per share ⁶³. The Company also pays its Sponsor $10,000 ⁶⁴ per month for office space and administrative services ⁶⁵.

The Company's management has determined that its current liquidity needs and the uncertainty of completing a business combination within the Combination Period raise substantial doubt about its ability to continue as a going concern ⁶⁶. The Company's 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, including rising trade tensions and global conflicts ⁶⁷. The ability to raise equity and debt financing may also be impacted by increased market volatility or decreased market liquidity ⁶⁸.

The Company faces material risks related to its ability to continue as a going concern, primarily due to its current liquidity needs and the uncertainty of completing a business combination within the prescribed Combination Period ⁶⁶. If the Company fails to complete a business combination by December 22, 2026, it will redeem its public shares and liquidate ⁶⁹. The redemption price for public shareholders will depend on the funds remaining in the trust account, and there is no assurance that sufficient funds will be available if creditor claims take priority ⁷⁰. The proceeds in the trust account could be subject to claims of creditors, potentially reducing the per-share redemption amount below $10.05 ⁷¹. The Sponsor has agreed to be liable for claims that reduce the trust account below $10.05 per public share ⁷², but the Company has not independently verified the Sponsor's ability to satisfy these obligations, and the Sponsor's only assets are securities of the Company ⁷³. Additionally, the Company's disclosure controls and procedures were not effective as of November 30, 2025, due to inadequate segregation of duties and insufficient written policies, which could lead to errors or fraud in financial reporting ⁷⁴. Global social and political circumstances, including trade tensions and international conflicts, may adversely affect the Company's ability to consummate a business combination or the operations of a target business, and may impact its ability to raise financing ⁶⁷.

Management's message emphasizes the Company's status as a blank check company formed to effect a business combination, highlighting its ongoing efforts to identify and evaluate acquisition candidates. The Company has entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. on April 26, 2025, valuing Vesicor at a pre-money equity value of $70 million ³⁹, and is focused on consummating this transaction. A key strategic priority is to successfully complete this business combination, which is subject to customary closing conditions including regulatory and shareholder approvals ⁵⁴. Management has also secured an extension of the business combination deadline through December 22, 2026, requiring monthly deposits of $150,000 ⁴⁰ into the Trust Account ⁴¹, demonstrating a commitment to extending the search period. Another strategic priority is to address the Company's liquidity needs and going concern considerations, as management has determined that current conditions raise substantial doubt about its ability to continue as a going concern ⁶⁶. Management plans to improve internal control over financial reporting by expanding and improving review processes for complex securities and accounting standards, enhancing access to accounting literature, and considering additional staff ⁷⁵.