Black Hawk Acquisition Corp
For the period ended Feb 28, 2026. Filed Apr 21, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Feb 28, 2026 · Filed Apr 21, 2026
BKHA$5.63+25.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-08-31; filed 2025-10-21.
0001829126-25-008277
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-02-28; filed 2026-04-21.
0001829126-26-003670
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 58 previous paragraphs and 50 current paragraphs.
45 unchanged; 3 reworded; 1 added; 9 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
On March 4, 2026, the Company filed Amendment No. 3 to its Registration Statement on Form S-4 relating to the proposed Business Combination, and there can be no assurance as to the timing of completion or that the Business Combination will be completed at all.
Removed paragraphs (9)
Previous report
Black Hawk filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June 20, 2025 to vote on three proposals: (i) a proposal by special resolution to amend Black Hawk’s Second Amended and Restated Memorandum and Articles of Association to allow Black Hawk to extend the deadline for the Combination Period by up to twenty-one (21) one-month extensions, from June 22, 2025 (the “Termination Date”) to March 22, 2027, for a maximum of 36 months from the date of the IPO; (ii) A related proposal by special resolution to amend the Trust Agreement, dated March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.
Previous report
On June 20, 2025, Black Hawk held its Extraordinary General Meeting which, without conducting any business was adjourned. The Extraordinary General Meeting was adjourned again on June 23, 2025; June 27, 2025; July 1, 2025; and July 3, 2025 in order to solicit additional votes on the matters listed in the notice of Extraordinary General Meeting and the proxy statement, particularly the Trust Amendment Proposal (further described below).
Previous report
Also on June 20, 2025, Black Hawk filed a supplemental proxy statement revising the language of the Trust Amendment Proposal. Specifically, the original language referencing deposits of “up to $55,000 per one-month extension” was removed and replaced with a new structure. As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with Black Hawk’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.
Previous report
On July 7, 2025, Black Hawk filed a supplemental proxy statement further amending the Extension Proposal. The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal. Under the revised terms, Black Hawk may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between Black Hawk and Continental Stock Transfer & Trust Company.
Previous report
Extension Payment
Previous report
In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension. Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $150,000 for each such one-month extension into Black Hawk’s Trust Account. On July 15, 2025, Black Hawk exercised its first extension by depositing $150,000 into the Trust Account to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025. On July 23, 2025, August 25, 2025 and September 23, 2025, the Company deposited $150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.
Previous report
Change in Fair Value of Derivative Liability
Previous report
For the nine months ended August 31, 2025, the Company recognized a non-cash gain of $1,104 related to the change in fair value of the derivative liability associated with the Sponsor’s Convertible Note. The derivative liability represents the fair value of the embedded conversion feature, which was measured using the Binomial-Tree model under ASC 820, Fair Value Measurement.
Previous report
The change in fair value primarily reflects the passage of time and updated valuation inputs, including risk-free interest rate and expected volatility assumptions, rather than any change in the underlying terms of the instrument. Because this item is non-cash in nature, it does not impact the Company’s liquidity, cash flows, or ability to fund ongoing operations. Future changes in market conditions or volatility assumptions could result in additional non-cash gains or losses through earnings until the Convertible Note is either converted or settled.
Reworded paragraphs (3)
Previous wording
The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The Business Combination is expected to be completed by the fourth quarter of 2025.
Current wording
The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The Business Combination is expected to be completed by the second quarter of 2026.
Previous wording
For the three months ended August 31, 2025, we had net income of $154,401, which consisted of general and administrative expenses of $311,265, related party administrative fees of $30,000, offset by interest income of $494,562 and a decrease in fair value of derivative liability of $1,104. For the three months ended August 31, 2024, we had net income of $883,767, which consisted of general and administrative expenses of $54,903, related party administrative fees of $30,000, offset by interest income of $968,670.
Current wording
For the three months ended February 28, 2026, we had net income of $139,805, which consisted of general and administrative expenses of $24,189, related party administrative fees of $30,000, interest expense of $19,449 offset by interest income of $213,442.
Previous wording
As of August 31, 2025, we had cash of $15,000 and a working capital deficit of $901,638. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.
Current wording
As of February 28, 2026, we had cash of $178,407 and a working capital deficit of $2,105,080. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended February 28, 2025, we had net income of $658,379 which consisted of general and administrative expenses of $78,769, related party administrative fees of $30,000, offset by interest income of $767,148.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the nine months ended August 31, 2025, we had net income of $1,333,322, which consisted of general and administrative expenses of $607,632, related party administrative fees of $90,000, offset by interest income of $2,029,850 and a decrease in fair value of derivative liability of $1,104. For the nine months ended August 31, 2024, we had net income of $1,164,002, which consisted of general and administrative expenses of $420,863, related party administrative fees of $53,945, offset by interest income of $1,638,810.