Black Hawk Acquisition Corp
For the period ended Aug 31, 2026. Filed Oct 6, 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.
Aug 31, 2026 · Filed Oct 6, 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 2026-05-31; filed 2026-07-15.
0001829126-26-007603
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-31; filed 2026-10-06.
0001829126-26-010813
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 77 current paragraphs.
43 unchanged; 11 reworded; 23 added; 4 removed; 0 previous and 0 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 (23)
Current report
On September 17, 2026, the Registration Statement on Form S-4 relating to the proposed business combination was declared effective by the SEC. The Company filed its definitive proxy statement/prospectus on September 22, 2026 and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m. Eastern Time, on October 13, 2026.
Current report
On September 22, 2026, an aggregate of $150,000 (the “Extension Payment”) has been deposited into the trust account for its public shareholders, which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from September 22, 2026 to October 22, 2026.
Current report
On September 22, 2026, Black Hawk and Vesicor entered into a series of financing and related agreements with Meteora Select Trading Opportunities Master, LP (“Meteora”) in connection with the Company’s previously announced business combination with Vesicor. Pursuant to the Business Combination Agreement dated April 26, 2025, the Company will domesticate as a Delaware corporation and change its name to “Vesicor Therapeutics Holdings, Inc.” (“PubCo”), and Vesicor will become a wholly owned subsidiary of PubCo.
Current report
Forward Purchase Agreement
Current report
On September 22, 2026, the Company, Vesicor and Meteora entered into an OTC Equity Prepaid Forward Transaction confirmation (the “Forward Purchase Agreement”). The Forward Purchase Agreement provides for a share forward transaction with respect to up to 1,350,000 shares (the “Maximum Number of Shares”), subject to an upward adjustment upon the occurrence of certain dilutive offerings. The shares subject to the transaction may consist of (i) shares purchased by Meteora from third parties in the open market for which Meteora irrevocably waives redemption rights (“Recycled Shares”) and (ii) shares purchased directly from the Company pursuant to the Subscription Agreement described below (“Additional Shares”). The aggregate number of Recycled Shares and Additional Shares may not exceed the Maximum Number of Shares.
Current report
The initial price under the Forward Purchase Agreement will equal the per-share redemption price payable to holders of the Company’s public ordinary shares in connection with the Business Combination (the “Initial Price”). Subject to receipt of the applicable pricing date notice, at or in connection with the closing of the Business Combination the Company will pay Meteora, from the trust account, a prepayment amount equal to the number of shares specified in the pricing date notice multiplied by the Initial Price, reduced dollar-for-dollar by the aggregate purchase price funded by Meteora for any Additional Shares under the Subscription Agreement. The reset price will initially be $10.00 per share and may be reduced by mutual written agreement or upon certain dilutive offerings.
Current report
Unless extended by mutual written consent, the valuation date under the Forward Purchase Agreement will occur 36 months after the closing of the Business Combination, subject to acceleration upon certain delisting or registration-failure events. Following the end of a valuation period commencing on the valuation date, Meteora will pay the Company in cash an amount equal to the number of shares then remaining subject to the transaction (excluding terminated shares and any shares not then registered for resale or freely tradable under Rule 144) multiplied by the volume-weighted average price of the shares over that valuation period, and Meteora will not be required to return any portion of the prepayment amount. Meteora may elect to terminate the transaction in whole or in part prior to the valuation date, in which case Meteora will pay the Company an amount equal to the number of terminated shares multiplied by the then-current reset price. The Forward Purchase Agreement also requires PubCo to file, within 30 calendar days after the closing of the Business Combination, a registration statement covering the resale of the Additional Shares and to use commercially reasonable efforts to cause such registration statement to become effective within the periods specified therein. The Company also agreed to reimburse certain documented legal and out-of-pocket expenses of Meteora, subject to the aggregate $75,000 cap described below.
Current report
Non-Redemption Agreement
Current report
On September 22, 2026, the Company and Meteora entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”). Pursuant to the Non-Redemption Agreement, Meteora agreed, on a commercially reasonable best-efforts basis and subject to the terms thereof, to beneficially own and not redeem, or to reverse previously submitted redemption requests with respect to, up to 2,124,077 of the Company’s ordinary shares (the “Backstop Investor Shares”). The number of Backstop Investor Shares is a maximum and does not constitute an obligation of Meteora to acquire or hold any minimum number of shares.
Current report
Immediately upon the closing of the Business Combination, the Company will pay Meteora cash from the trust account in respect of the Backstop Investor Shares, being, in respect of each Backstop Investor Share, an amount equal to the final per-share redemption price less $0.75. The Non-Redemption Agreement provides that Meteora will deliver a share confirmation notice after the redemption deadline specifying the actual number of Backstop Investor Shares, not to exceed 2,124,077 shares. The Non-Redemption Agreement terminates upon the occurrence of certain specified events, subject to the survival provisions set forth therein.
Current report
Subscription Agreement
Current report
In connection with the Forward Purchase Agreement, on September 22, 2026, the Company and Meteora entered into a Subscription Agreement (the “Subscription Agreement”), pursuant to which Meteora agreed to purchase from the Company, as Additional Shares, a number of shares equal to the Maximum Number of Shares under the Forward Purchase Agreement less the number of Recycled Shares, at a per-share purchase price equal to the Initial Price, subject to the terms and conditions of the Subscription Agreement and the Forward Purchase Agreement. Meteora will not be required to purchase Additional Shares to the extent that, after giving effect to the issuance, its ownership would exceed 9.9% of the outstanding shares, unless Meteora waives such limitation in its sole discretion. The initial purchase of Additional Shares, if any, is expected to occur substantially concurrently with, but not before, the closing of the Business Combination, with any additional purchases occurring thereafter in accordance with the Forward Purchase Agreement.
Current report
Standby Equity Purchase Agreement
Current report
On September 22, 2026, the Company, Vesicor and Meteora also entered into a Standby Equity Purchase Agreement (the “SEPA”), pursuant to which, following the effectiveness of the registration statement required by the related Registration Rights Agreement described below and subject to the satisfaction of the conditions set forth in the SEPA, PubCo will have the right, but not the obligation, to sell to Meteora up to $200.0 million of shares of PubCo common stock from time to time during a commitment period generally lasting 36 months, which may be extended by up to 24 months by mutual written agreement. There is no mandatory minimum utilization amount and no non-usage fee.
Current report
For ordinary advances under the SEPA, the purchase price will generally equal 97% of the applicable market price determined in accordance with one of two pricing periods selected by PubCo, subject to the limitations and adjustments set forth in the SEPA. The maximum amount of each advance generally may not exceed 30% of the average daily traded amount during the 10 consecutive trading days preceding the applicable advance notice, unless otherwise agreed. The SEPA is also subject to a beneficial ownership limitation initially equal to 4.9%, which Meteora may elect to increase up to 9.9%, and to applicable Nasdaq issuance limitations unless stockholder approval or another exception is available.
Current report
The SEPA also permits the parties, by mutual written agreement and subject to specified conditions, to enter into one or more pre-paid advances evidenced by convertible promissory notes. Each such pre-paid advance would be funded at 85% of the face amount of the applicable note, reflecting a 15% original issue discount. The form of convertible promissory note provides for a 12-month maturity, 0% annual interest absent an event of default (increasing to 18% during an uncured event of default), a 7% payment premium on principal amounts paid in circumstances specified in the note, and conversion at the lower of a fixed-price formula and 95% of the lowest daily VWAP during the five trading days preceding the applicable conversion or determination date, subject to a floor price and other adjustments. No pre-paid advance is required to be funded unless the Company and Meteora mutually agree in writing.
Current report
As consideration for Meteora’s commitment under the SEPA, PubCo will pay Meteora a commitment fee equal to 0.50% of the $200.0 million maximum commitment amount, payable, at PubCo’s election, in cash or shares of PubCo common stock valued as provided in the SEPA. The Company also agreed to reimburse Meteora for reasonable and documented transaction expenses, subject to an aggregate cap of $75,000 shared among the SEPA, the Forward Purchase Agreement and the Non-Redemption Agreement.
Current report
Registration Rights Agreement
Current report
On September 22, 2026, the Company and Meteora entered into a Registration Rights Agreement (the “Registration Rights Agreement”) relating to securities issuable under the SEPA and any convertible promissory notes issued thereunder. The Registration Rights Agreement requires PubCo to file an initial resale registration statement no later than 60 calendar days following the closing of the Business Combination and to use commercially reasonable efforts to have such registration statement declared effective no later than 60 calendar days following its filing, subject to the terms of the Registration Rights Agreement. The initial registration statement is required to cover at least the greater of 10,000,000 shares of PubCo common stock and 300% of the maximum number of shares issuable upon conversion of all then-outstanding promissory notes, subject to applicable SEC limitations and the terms of the Registration Rights Agreement. Certain failures to timely file or obtain effectiveness, or to maintain the availability of the registration statement, may result in specified remedies, including partial liquidated damages based on outstanding note principal.
Current report
For the nine months ended August 31, 2026, we had net income of $1,303,470, which consisted of general and administrative expenses of $211,613, related party administrative fees of $90,000, interest expense of $77,056, offset by interest income of $666,151 and gain on Debt Forgiveness of $1,015,988.
Current report
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, and 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.
Current report
Change in Fair Value of Derivative Liability
Current report
For both the three and nine month periods ended August 31, 2025, the Company recognized a $1,104 non-cash gain from the change in fair value of the derivative liability associated with the Sponsor’s Convertible Note. This liability reflects the fair value of the embedded conversion feature, measured using a binomial tree model in accordance with ASC 820, Fair Value Measurement. Upon the modification of the Convertible Notes on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40. As a result, the embedded derivative no longer required separate liability classification. The carrying amount of the derivative liability as of the modification date was reclassified to additional paid-in capital.
Removed paragraphs (4)
Previous 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.
Previous report
In consideration for the foregoing, Black Hawk released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor Advances or otherwise timely perform its obligations under the Business Combination Agreement. Each party retained all other rights and claims under the Business Combination Agreement not expressly released. The Debt Forgiveness Agreement is governed by the laws of the State of California.
Previous report
For the six months ended May 31, 2026, we had net income of $228,734, which consisted of general and administrative expenses of $103,403, related party administrative fees of $60,000, interest expense of $43,830, offset by interest income of $435,967.
Previous report
For the six months ended May 31, 2025, we had net income of $1,178,921, which consisted of general and administrative expenses of $296,367, and related party administrative fees of $60,000, offset by interest income of $1,535,288.
Reworded paragraphs (11)
Previous wording
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Current wording
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
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 third quarter of 2026.
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 Registration Statement on Form S-4 relating to the proposed Business Combination was declared effective by the SEC on September 17, 2026. On September 22, 2026, the Company filed its definitive proxy statement/prospectus. The Business Combination is expected to be completed by the fourth quarter of 2026.
Previous wording
On March 31, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market value of listed securities (“MVLS”) had been below the $50,000,000 minimum required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days. The notice provides the Company with 180 calendar days, or until September 28, 2026, to regain compliance. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion. The notice does not result in the immediate delisting of the Company’s securities, which continue to trade on the Nasdaq Global Market under the symbols “BKHAU,” “BKHA,” and “BKHAR.” If the Company does not regain compliance by the applicable deadline, the Company may be subject to delisting, although it may appeal any such determination or apply to transfer the listing of its securities to the Nasdaq Capital Market, subject to satisfaction of applicable requirements.
Current wording
On March 31, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market value of listed securities (“MVLS”) had been below the $50,000,000 minimum required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days. The notice provides the Company with 180 calendar days, or until September 28, 2026, to regain compliance. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion. On August 17, 2026, Nasdaq notified Black Hawk that, for the 10 consecutive business days from August 3, 2026 through August 14, 2026, Black Hawk’s MVLS had been $50,000,000 or greater. Accordingly, Nasdaq determined that Black Hawk had regained compliance with Nasdaq Listing Rule 5450(b)(2)(A) and that the matter was closed.
Previous wording
On June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement pursuant to which Vesicor forgave $1,015,988 in advances previously made by Vesicor to or on behalf of Black Hawk (the “Vesicor Advances”). The Vesicor Advances consisted of (i) $675,000 in extension payment advances made between July 2025 and February 2026, representing Vesicor’s one-half share of the monthly $150,000 trust fund extension payments required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,987.50 in upfront fee payments and other transaction expenses paid by Vesicor on Black Hawk’s behalf between March and April 2025 for upfront fees and February 2026 for other transaction expenses. All advances were made on a non-interest basis.
Current wording
On June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement pursuant to which Vesicor forgave $1,015,988 in advances previously made by Vesicor to or on behalf of Black Hawk (the “Vesicor Advances”) as of February 12, 2026. The Vesicor Advances consisted of (i) $675,000 in extension payment advances made between July 2025 and February 2026, representing Vesicor’s one-half share of the monthly $150,000 Trust Account extension payments required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,988 in upfront fee payments and other transaction expenses paid by Vesicor on Black Hawk’s behalf, including the two $125,000 non-refundable deposits previously paid to the Company in connection with the proposed transaction. All advances included in the Debt Forgiveness Agreement were made on a non-interest basis.
Previous wording
Pursuant to the Debt Forgiveness Agreement, Vesicor (i) forgave the entire outstanding principal amount of the Vesicor Advances, (ii) agreed that all debt instruments issued or issuable in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into debt or equity securities of Black Hawk or any successor. Vesicor’s forgiveness of advances classified as upfront fees was made pursuant to a waiver, consent and authorization of Vesicor’s shareholders. Any advances made by Vesicor after February 12, 2026 are expressly excluded from the Debt Forgiveness Agreement and will be governed by separate written agreements between the parties.
Current wording
Pursuant to the Debt Forgiveness Agreement, Vesicor (i) forgave the entire outstanding principal amount of the Vesicor Advances as of February 12, 2026, (ii) agreed that all debt instruments issued or issuable in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into debt or equity securities of Black Hawk or any successor. Vesicor’s forgiveness of advances classified as upfront fees was made pursuant to a waiver, consent and authorization of Vesicor’s shareholders. Any advances made by Vesicor after February 12, 2026 are expressly excluded from the Debt Forgiveness Agreement. No separate written agreements governing those post-February 12, 2026 advances had been entered into as of October 6, 2026.
Previous wording
For the three months ended May 31, 2026, we had net income of $88,929, which consisted of general and administrative expenses of $79,215, related party administrative fees of $30,000, interest expense of $24,381, offset by interest income of $222,525.
Current wording
For the three months ended August 31, 2026, we had net income of $1,074,736, which consisted of general and administrative expenses of $108,210, related party administrative fees of $30,000, interest expense of $33,226, offset by interest income of $230,184 and gain on Debt Forgiveness of $1,015,988.
Previous wording
For the three months ended May 31, 2025, we had net income of $520,542, which consisted of general and administrative expenses of $217,598, related party administrative fees of $30,000, offset by interest income of $768,140.
Current 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.
Previous wording
As of May 31, 2026, we had cash of $11,583 and a working capital deficit of $2,688,676. 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 August 31, 2026, we had cash of $12,052 and a working capital deficit of $2,294,124. 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.
Previous wording
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.
Current wording
The preparation of unaudited consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.
Previous wording
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Current wording
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated financial statements.