Financial Performance - For the three months ended August 31, 2025, the company reported a net income of $154,401, with interest income of $494,562 [122]. - For the nine months ended August 31, 2025, the company had a net income of $1,333,322, driven by interest income of $2,029,850 [123]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [120]. Business Combination - The Business Combination Agreement values Vesicor at a pre-money equity value of $70 million, with existing shareholders rolling over 100% of their equity into the combined company [109]. - The Business Combination Agreement includes a migration to Delaware and a merger with Vesicor, resulting in Vesicor becoming a wholly owned subsidiary of the Company [135]. - The company has the ability to extend the business combination deadline monthly through December 22, 2026, by making required deposits into the Trust Account [117]. Financial Position - As of August 31, 2025, the company had cash of $15,000 and a working capital deficit of $901,638 [129]. - Following the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares redeemed shares for approximately $51.0 million, leaving about $22.7 million in the Trust Account [118]. - As of August 31, 2025, the Company reported no off-balance sheet arrangements or contractual obligations [138]. Costs and Expenses - The Company has incurred significant professional costs and transaction costs related to remaining publicly traded and pursuing a Business Combination, raising substantial doubt about its ability to continue as a going concern [131]. - The company expects to incur increased expenses related to being a public company and due diligence for business combinations [121]. - The Company entered into an Administrative Services Agreement to pay the Sponsor a total of $10,000 per month for office space and administrative services [133]. IPO and Financing - The company raised gross proceeds of $69,000,000 from its IPO and an additional $2,355,000 from a private placement [126]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000 [134]. Regulatory and Reporting - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [139]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years [140]. Other Financial Metrics - A non-cash gain of $1,104 was recognized for the change in fair value of the derivative liability associated with the Sponsor's Convertible Note [124].

Financial Performance - For the three months ended May 31, 2025, the company reported a net income of $520,542, with interest income of $768,140 offsetting general and administrative expenses of $217,598 [106]. - For the six months ended May 31, 2025, the company had a net income of $1,178,921, driven by interest income of $1,535,288 against general and administrative expenses of $296,367 [107]. - As of May 31, 2025, the company had cash of $72,914 and a working capital deficit of $111,520 [111]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [104]. IPO and Fundraising - The company raised gross proceeds of $69,000,000 from its IPO of 6,900,000 units at $10.00 per unit, along with an additional $2,355,000 from the sale of 235,500 Private Placement Units [108]. - Upon closing of a business combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000 [116]. Business Combination - The business combination is expected to be completed by the fourth quarter of 2025, subject to regulatory approvals and shareholder votes [99]. - The Company entered into a Business Combination Agreement on April 26, 2025, to migrate to Delaware and merge with Merger Sub, resulting in Vesicor becoming a wholly owned subsidiary [117]. Going Concern and Costs - The company expects to incur significant costs related to being a public company and pursuing a business combination, raising substantial doubt about its ability to continue as a going concern [113]. - The company has entered into an Administrative Services Agreement to pay the Sponsor $10,000 per month for office space and administrative services [115]. Regulatory and Reporting - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [121]. - The Company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO [122]. Equity Valuation - The transaction values Vesicor at a pre-money equity value of $70 million, with existing shareholders rolling over 100% of their equity into the combined company [98]. Off-Balance Sheet Arrangements - As of May 31, 2025, the Company reported no off-balance sheet arrangements or contractual obligations [120].

Financial Performance - For the three months ended February 28, 2025, the company reported a net income of $658,379, driven by interest income of $767,148, offset by general and administrative expenses of $78,769 and related party administrative fees of $30,000[94]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[92]. IPO and Capital Raising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit, along with an additional $2,355,000 from the sale of 235,500 Private Placement Units[95]. - The company plans to use net proceeds from the IPO and private placement primarily for its initial business combination and related expenses[97]. - Upon closing a business combination, underwriters will receive a deferred fee of 3.5% of the IPO gross proceeds, amounting to $2,415,000[103]. Liquidity and Financial Position - As of February 28, 2025, the company had cash of $101,528 and working capital of $135,561, with liquidity needs previously satisfied through a $25,000 payment from the Sponsor and a $250,000 unsecured promissory note[98]. - The company has no off-balance sheet arrangements or contractual obligations as of February 28, 2025[101][108]. Business Combination Plans - The company has entered into a non-binding letter of intent with a target for a potential business combination, with a first deposit of $100,000 made to cover related costs[91]. - The company expects to incur significant expenses related to being a public company and due diligence costs in connection with identifying and completing a business combination[93]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[100].

Incorporation and IPO - The company was incorporated in the Cayman Islands on September 28, 2023, for tax-neutrality and administrative flexibility[18]. - In October 2023, the company issued 17,250,000 shares of common stock at approximately $0.0145 per share, totaling $25,000[22]. - The company completed its IPO on March 20, 2024, selling 6,900,000 units at $10.00 per unit, generating total gross proceeds of $69,000,000[23]. - A total of $69,345,000 from the IPO and Private Placement was placed in a U.S.-based trust account for public shareholders[26]. - The company has granted underwriters a 45-day option to purchase an additional 1,035,000 units to cover over-allotments[23]. - The company generated gross proceeds of $69,000,000 from the IPO of 6,900,000 units at a price of $10.00 per unit[160]. - A total of $69,345,000 from the IPO and private placement was placed in a trust account for the benefit of public shareholders[146]. Financial Performance and Funding - The company currently has no revenue and has incurred losses since inception, relying on securities sales and loans for funding[28]. - The company incurred a net loss of $18,853 for the year ended November 30, 2023, due to formation and operating costs[159]. - For the year ended November 30, 2024, the company reported a net income of $1,915,703, primarily from interest income of $2,491,779[158]. - The company has incurred a loan of $250,000 from the Sponsor to satisfy liquidity needs prior to the IPO[164]. - The company expects to incur significant professional costs and transaction costs in pursuit of a Business Combination, raising substantial doubt about its ability to continue as a going concern[166]. - The company plans to use substantially all net proceeds from the IPO for its initial business combination and related expenses[163]. Business Strategy and Acquisition Plans - The management team aims to identify attractive acquisition opportunities across various industries and geographic locations[21]. - The company intends to focus on private companies with compelling economics and clear paths to positive operating cash flow for its initial business combination[41]. - The company aims to acquire businesses with significant revenue and earnings growth potential through new product development and increased production capacity[45]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire at least 50% of the target business's voting securities[52]. - The company must ensure that the target business has an aggregate fair market value equal to at least 80% of the trust account balance at the time of signing a definitive agreement[50]. - The company intends to conduct thorough due diligence on prospective target businesses, including financial and operational reviews[78]. - The company has not selected a specific business combination target and has not initiated substantive discussions with any potential targets[154]. Management and Governance - The company has two officers and does not have any employees obligated to devote specific hours to its matters[130]. - The board of directors consists of four members, three of whom are independent under SEC and Nasdaq rules[201]. - The audit committee is composed of independent directors, with Mr. Miller serving as chairman, and is responsible for reviewing financial statements and monitoring auditor independence[209]. - The compensation committee, chaired by Mr. McCabe, oversees executive compensation and approves reimbursement of expenses incurred by management in identifying potential target businesses[213]. - The company has determined that Mr. Brandon Miller qualifies as an "audit committee financial expert" under SEC rules[212]. - The company has established an audit committee charter detailing its principal functions, including risk management and compliance monitoring[210]. - The compensation committee may retain external advisers and will consider their independence before engagement[215]. Shareholder Rights and Redemption - The redemption price for public shareholders upon completion of the initial business combination is expected to be approximately $10.00 per public share, potentially increasing by up to $0.10 if the sponsor extends the time to consummate the business combination[94]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[104]. - Shareholder approval may be required for the initial business combination, depending on legal or stock exchange rules[85]. - The company plans to limit public shareholders from seeking redemption rights for more than 15% of the shares sold in the offering, to prevent a small group from blocking the business combination[105]. - The tender offer for redemptions will remain open for at least 20 business days, and the company will not complete the initial business combination until the expiration of this period[98]. - Shareholders must exercise their redemption rights to receive funds from the trust account, which will only be available upon completion of the business combination or other specified conditions[123]. Risks and Challenges - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[53]. - The company may face risks if it completes a business combination with financially unstable or early-stage companies[77]. - The company may not have the resources to diversify its operations, which could increase risks associated with a single line of business[80]. - Any claims against the trust account by creditors may reduce the amount available for shareholder redemption, potentially below the expected $10.05 per share[120]. - If bankruptcy occurs, the trust account proceeds may be subject to claims that could diminish the redemption amount for shareholders[122]. - The company has not identified any significant cybersecurity risks that could materially affect its business strategy or financial condition[133]. Compliance and Reporting - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares held by non-affiliates exceeds $700 million[66]. - The company is also a "smaller reporting company," which allows it to provide only two years of audited financial statements until certain thresholds are met[67]. - The company does not expect any material exposure to interest rate risk due to the short-term nature of its investments[175]. - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an emerging growth company[174]. - Management assessed that the internal control over financial reporting was not effective as of November 30, 2024, due to material weaknesses[183].

Financial Performance - For the three months ended August 31, 2024, the company reported a net income of $883,767, with interest income of $968,670 offsetting general and administrative expenses of $54,903 and related party administrative fees of $30,000[89]. - For the nine months ended August 31, 2024, the company had a net income of $1,164,002, driven by interest income of $1,638,810 against general and administrative expenses of $420,863 and related party administrative fees of $53,945[89]. IPO and Fundraising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit, along with an additional $2,355,000 from the sale of 235,500 private placement units[90][91]. - The company plans to use substantially all net proceeds from the IPO and private placement for its initial business combination and related expenses, including a deferred underwriting fee of 3.5% of the total gross proceeds raised in the IPO[92][99]. Liquidity and Financial Position - As of August 31, 2024, the company had cash of $323,846 and working capital of $341,995, with liquidity needs previously satisfied through a $25,000 payment from the Sponsor and a $250,000 unsecured promissory note[93]. - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs in pursuit of a business combination, raising concerns about its ability to continue as a going concern[96]. - The company has no off-balance sheet arrangements or contractual obligations as of August 31, 2024, and has not entered into any off-balance sheet financing arrangements[97][102]. Administrative Agreements and Services - The company has entered into an Administrative Services Agreement with the Sponsor, agreeing to pay $10,000 per month for office space and administrative services[98]. Accounting Policies - The company has not identified any critical accounting policies and estimates that could materially affect its financial statements[101]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[103].

Financial Performance - The company had a net income of $310,936 for the three months ended May 31, 2024, with interest income of $670,140 offsetting general and administrative expenses of $335,259[88]. - For the six months ended May 31, 2024, the company reported a net income of $280,235, with total general and administrative expenses of $365,960[88]. IPO and Fundraising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[89]. - An additional $2,355,000 was raised through the sale of 235,500 Private Placement Units at $10.00 each, bringing total gross proceeds to $71,355,000[89]. Cash and Investments - As of May 31, 2024, the company had cash of $366,670 and working capital of $423,720[92]. - The company placed a total of $69,345,000 in a trust account, which will be invested in U.S. government treasury bills or money market funds[90]. Future Expenses and Agreements - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with identifying a target for a business combination[87]. - The company has entered into an Administrative Services Agreement to pay the Sponsor $10,000 per month for office space and administrative services[97]. - Upon closing a business combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds from the IPO, totaling $2,415,000[98]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and identifying a target for a business combination[85].

Financial Performance - The company had a net loss of $30,701 for the three months ended February 29, 2024, attributed to formation and operating costs[77]. - As of February 29, 2024, the company had cash of $59,402 and a working capital deficit of $159,616[81]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period[82]. IPO and Fundraising - The company completed its IPO on March 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[78]. - An additional $2,355,000 was raised from the sale of 235,500 Private Placement Units at the same price, totaling gross proceeds of $71,355,000[78]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds from the IPO, amounting to $690,000[88]. - A deferred fee of 3.5% of the gross proceeds from the IPO, totaling $2,415,000, will be paid upon the closing of a business combination[88]. Trust Account and Investments - The company placed $69,345,000 in a trust account, which will be invested in U.S. government treasury bills or money market funds[79]. Future Expenses - The company expects to incur significant expenses related to being a public company and for due diligence in connection with a business combination[76]. - The company has no off-balance sheet arrangements as of February 29, 2024[84].

FORM S-1 AMENDMENT NO.2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLACK HAWK ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) As filed with the U.S. Securities and Exchange Commission on March 8, 2024. Registration No. 333-276857 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ident ...

As filed with the U.S. Securities and Exchange Commission on February 23, 2024. Registration No. 333-276857 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 AMENDMENT NO.1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLACK HAWK ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial (I.R.S. Employer Identification Number) 4125 B ...

As filed with the U.S. Securities and Exchange Commission on February 2, 2024. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLACK HAWK ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Numbe ...