UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended August 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41984 Black Hawk Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdi ...

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The blank check company reported $73.5 million in assets and $1.18 million net income for the six months ended May 31, 2025, with going concern doubts following a Business Combination Agreement [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $73.5 million as of May 31, 2025, primarily from trust account investments, while liabilities and shareholders' deficit also grew Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | May 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $72,914 | $264,842 | | Investments held in Trust Account | $73,362,798 | $71,829,264 | | **Total Assets** | **$73,502,321** | **$72,143,335** | | **Liabilities & Equity** | | | | Total Liabilities | $2,666,043 | $2,485,978 | | Class A ordinary shares subject to possible redemption | $73,362,798 | $71,829,264 | | Total Shareholders' Deficit | ($2,526,520) | ($2,171,907) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Net income for the three and six months ended May 31, 2025, was $520,542 and $1,178,921 respectively, primarily from trust account interest, increasing from 2024 Statement of Operations Summary (Unaudited) | Period | Net Income | Interest on Investments in Trust | General & Admin Expenses | | :--- | :--- | :--- | :--- | | **Three Months Ended May 31, 2025** | $520,542 | $767,623 | $217,598 | | **Three Months Ended May 31, 2024** | $310,936 | $668,169 | $335,259 | | **Six Months Ended May 31, 2025** | $1,178,921 | $1,533,534 | $296,367 | | **Six Months Ended May 31, 2024** | $280,235 | $668,169 | $365,960 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $441,928 for the six months ended May 31, 2025, leading to a net cash decrease and an ending balance of $72,914 Cash Flow Summary for Six Months Ended May 31 (Unaudited) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($441,928) | ($451,837) | | Net cash used in investing activities | $0 | ($69,345,000) | | Net cash provided by financing activities | $250,000 | $70,038,407 | | **Net Change in Cash** | **($191,928)** | **$241,570** | | **Cash - End of period** | **$72,914** | **$366,670** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC nature, March 2024 IPO, and April 2025 Business Combination Agreement with Vesicor Therapeutics, highlighting a working capital deficit and going concern doubts - The Company is a blank check company formed to effect a business combination and has not commenced any operations as of May 31, 2025. Its activities are related to its formation, IPO, and search for a business combination target[23](index=23&type=chunk)[24](index=24&type=chunk) - On April 26, 2025, the Company entered into a Business Combination Agreement with Vesicor Therapeutics, Inc. The transaction values Vesicor at a **$70 million** pre-money equity value and is expected to close by the fourth quarter of 2025[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Management has determined that the company's working capital deficit of **$111,520** and the requirement to complete a business combination within a limited timeframe raise substantial doubt about its ability to continue as a going concern[43](index=43&type=chunk)[44](index=44&type=chunk) - Subsequent to the quarter end, the company filed proxy statements to seek shareholder approval to extend the business combination deadline from June 22, 2025, to December 22, 2026[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the blank check company's Business Combination Agreement, reliance on trust account interest for net income, and notes a working capital deficit with going concern doubts - The company is a blank check company with no operations, focused on consummating a business combination. It has entered into a definitive Business Combination Agreement with Vesicor Therapeutics, Inc[95](index=95&type=chunk)[97](index=97&type=chunk) - Management has determined that the company's financial condition, including a working capital deficit and the need to complete a business combination within the specified period, raises substantial doubt about its ability to continue as a going concern[113](index=113&type=chunk) [Results of Operations](index=21&type=section&id=MD%26A_Results%20of%20Operations) The company generated no operating revenue, with net income of $1,178,921 for the six months ended May 31, 2025, solely from trust account interest, a significant increase from 2024 Results of Operations Summary (Unaudited) | Period | Net Income | Interest Income | Total Operating Expenses | | :--- | :--- | :--- | :--- | | **Three Months Ended May 31, 2025** | $520,542 | $768,140 | ($247,598) | | **Six Months Ended May 31, 2025** | $1,178,921 | $1,535,288 | ($356,367) | [Liquidity and Capital Resources](index=23&type=section&id=MD%26A_Liquidity%20and%20Capital%20Resources) As of May 31, 2025, the company had limited cash of $72,914 and a working capital deficit of $111,520, with liquidity from IPO proceeds and Sponsor loans, raising going concern doubts - The company consummated its IPO on March 22, 2024, generating gross proceeds of **$69 million**, with an additional **$2.355 million** from a private placement. A total of **$69.345 million** was placed in a trust account[108](index=108&type=chunk)[109](index=109&type=chunk) - As of May 31, 2025, the company had cash of **$72,914** and a working capital deficit of **$111,520**, indicating limited liquidity to fund operations and transaction costs outside of the trust account[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting entity, is exempt from providing disclosures for this item - Disclosure not required for smaller reporting companies[123](index=123&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) As of May 31, 2025, management concluded that disclosure controls and procedures were not effective, with no material changes to internal control over financial reporting - Management concluded that the company's disclosure controls and procedures were not effective as of May 31, 2025[125](index=125&type=chunk) - No changes in internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[126](index=126&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or its management - There is no material litigation, arbitration or governmental proceeding currently pending against the company or its management[129](index=129&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, disclosures under this item are not required - As a smaller reporting company, disclosures under this item are not required[130](index=130&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the initial sale of founder shares and a private placement of 235,500 units, generating $71.36 million in gross proceeds, with $69.35 million deposited into the Trust Account - The Sponsor purchased founder shares which were ultimately adjusted to **1,983,750** Class B ordinary shares[131](index=131&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **235,500** Private Placement Units at **$10.00** per unit, generating **$2,355,000**[133](index=133&type=chunk) - Following the IPO and Private Placement, a total of **$69,345,000** was placed in the Trust Account[134](index=134&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[135](index=135&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[136](index=136&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - None[137](index=137&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files

Core Viewpoint - Black Hawk Acquisition Corporation has amended its Trust Amendment Proposal to clarify the deposit amount required for extensions related to its initial business combination deadline [1][2]. Group 1: Trust Amendment Proposal - The amendment removes the phrase "up to $55,000 per one-month extension" and specifies that the Company will deposit an amount equal to $0.033 multiplied by the number of outstanding ordinary shares sold in its initial public offering for each one-month extension [1]. - This change eliminates the Company's discretion to deposit a lesser amount, ensuring greater clarity and consistency regarding the extension fee obligation [2]. Group 2: Company Overview - Black Hawk Acquisition Corporation is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [3]. - The Company's efforts to identify a prospective target business are not limited to a particular industry or geographic region [3].

Core Viewpoint - Black Hawk Acquisition Corp. has signed a Business Combination Agreement with Vesicor Therapeutics, aiming to merge and bring Vesicor's innovative cancer therapeutics to public markets [1][6][7]. Company Overview - Vesicor Therapeutics, founded in 2008, is focused on developing p53-based cancer therapeutics using precision-engineered microvesicles [2]. - The company's first product candidate, ecm-RV/p53, is a non-viral nanoparticle RNA vesicle loaded with p53 mRNA, currently unapproved in the U.S. and Japan but has been administered to patients under specific regulations in Japan since 2018 [3]. Product Development - Vesicor's ecm-RV/p53 has been used in patients with advanced cancers, including breast, pancreatic, prostate, lung, and colorectal cancers, indicating its broad therapeutic potential [3]. - The company plans to initiate preclinical testing in the U.S., submit an IND application to the FDA, and begin clinical trials in 2026 [3][4]. Transaction Details - The merger will result in Vesicor becoming a wholly-owned subsidiary of Black Hawk, which will continue to be listed on Nasdaq and change its name to Vesicor Therapeutics [6][7]. - 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 [7][8]. - The transaction has been unanimously approved by both companies' boards and is expected to close in the fourth quarter of 2025, subject to regulatory and shareholder approvals [7][8]. Leadership Statements - Black Hawk's CEO expressed confidence in Vesicor's potential to disrupt the cancer therapeutics industry and emphasized the goal of supporting Vesicor's growth as a public company [4]. - Vesicor's CEO highlighted the mission to transform the lives of cancer patients and the importance of the merger in facilitating access to capital markets for their drug candidate [5].

Financial Performance - The Company had a net income of $658,379 for the three months ended February 28, 2025, primarily from interest income of $767,148, offset by general and administrative expenses of $78,769 [94]. - As of February 28, 2025, the Company had cash of $101,528 and working capital of $135,561 [98]. 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 [95]. - A total of $69,345,000 was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds [96]. - The underwriters are entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000, payable upon completion of a business combination [103]. - The Company plans to use net proceeds from the IPO and private placement primarily for its initial business combination and related expenses [97]. Business Strategy and Future Plans - The Company expects to incur significant expenses related to being a public company and due diligence costs for potential business combinations [93]. - The Company entered into a non-binding letter of intent with a business combination target on March 10, 2025, with a subsequent exclusivity period until the end of April 2025 [91]. - The Company has incurred and expects to continue incurring significant professional costs to remain publicly traded and pursue a business combination [100]. Financial Obligations - The Company has no off-balance sheet arrangements or contractual obligations as of February 28, 2025 [101][108].

Company Formation and Structure - The company was incorporated in the Cayman Islands on September 28, 2023, for tax-neutrality and efficient international transactions[18]. - The company issued 17,250,000 shares of common stock at approximately $0.0145 per share, totaling $25,000, and later converted these shares into Class B ordinary shares[22]. - 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 revenue and market value thresholds are met[67]. Initial Public Offering (IPO) - The initial public offering (IPO) on March 20, 2024, consisted of 6,900,000 units sold 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 its IPO of 6,900,000 units at $10.00 per unit on March 22, 2024[160]. - A total of $69,345,000 from the IPO and private placement was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[161]. Financial Performance and Projections - The company currently has no revenue and has incurred losses since inception, relying on the sale of securities and loans for operations[28]. - For the year ended November 30, 2024, the company reported a net income of $1,915,703, consisting of interest income of $2,491,779, offset by general and administrative expenses of $492,131 and related party administrative fees of $83,945[158]. - The company incurred a net loss of $18,853 for the year ended November 30, 2023, all attributed to formation and operating costs[159]. - 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 has $69,000,000 available for a business combination, assuming no redemptions before fees and expenses[68]. Business Combination Strategy - 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 existing and new product development, increased production capacity, and synergistic follow-on acquisitions[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 has a deadline of 15 months to complete its initial business combination, with the possibility of extending this period up to 21 months by depositing $690,000 for each extension[51]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem shares at a price equal to the amount in the trust account divided by the number of outstanding public shares, subject to limitations[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]. - The redemption rights are irrevocable once the business combination is approved, ensuring shareholders cannot change their decision post-approval[109]. - If the initial business combination is not completed, public shareholders will receive a redemption price of approximately $10.05 per share, subject to potential adjustments[118]. Management and Governance - The company currently has two officers and intends to devote necessary time to its affairs until the initial business combination is completed[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 ensuring compliance with applicable laws[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 established an audit committee financial expert, Mr. Brandon Miller, who meets the SEC's qualifications[212]. 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 encounter restrictions on foreign currency remittance from its PRC subsidiaries, which could impact its ability to pay dividends or service debt[47]. - The company may face risks associated with selecting financially unstable or early-stage target businesses[77]. - There is a risk that bankruptcy claims could deplete the trust account, affecting the redemption amount for shareholders[122]. Operational Considerations - The company plans to use net proceeds from the IPO primarily for identifying and evaluating target businesses and performing due diligence[165]. - The company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[154]. - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[157]. - The company has not identified any off-balance sheet arrangements or commitments as of November 30, 2024[167].

Financial Performance - The company had a net income of $883,767 for the three months ended August 31, 2024, with interest income of $968,670 offsetting general and administrative expenses of $54,903[89]. - For the nine months ended August 31, 2024, the company reported a net income of $1,164,002, driven by interest income of $1,638,810 against general and administrative expenses of $420,863[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[90]. - 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[90]. Cash and Working Capital - As of August 31, 2024, the company had cash of $323,846 and working capital of $341,995[93]. - The company placed $69,345,000 in a trust account, which will be invested in U.S. government treasury bills or money market funds[91]. Future Costs and Operations - The company expects to incur significant costs related to being a public company and pursuing a business combination, which may impact its liquidity[96]. - 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[86]. Administrative Agreements - The company has entered into an Administrative Services Agreement to pay the Sponsor $10,000 per month for support services[98]. - Upon closing a business combination, underwriters will receive a deferred fee of 3.5% of the IPO gross proceeds, totaling $2,415,000[99].

Financial Performance - The company had 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]. - The company has not engaged in any operations or generated any revenues to date, and does not expect to do so until after completing an initial business combination[85]. IPO and Trust Account - The company generated gross proceeds of $69,000,000 from the IPO of 6,900,000 units at $10.00 per unit[89]. - A total of $69,345,000 was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[90]. - Upon closing a business combination, underwriters will receive a deferred fee of 3.5% of the gross proceeds of the IPO, amounting to $2,415,000[98]. Cash and Working Capital - As of May 31, 2024, the company had cash of $366,670 and working capital of $423,720[92]. Costs and Expenses - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with searching for a business combination[87]. - The company has incurred and expects to continue incurring significant professional costs to remain a publicly traded company[95]. - The company entered into an Administrative Services Agreement to pay the Sponsor $10,000 per month for office space and administrative services[97]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements as of May 31, 2024[96].

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]. - The company has not engaged in any operations or generated revenues to date, with expectations to do so only after completing a business combination[74]. 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 through the sale of 235,500 Private Placement Units at the same price[78]. - The underwriters received a cash underwriting discount of 1.0% of the gross proceeds, totaling $690,000, and a deferred fee of 3.5% amounting to $2,415,000 payable upon closing a business combination[88]. Trust Account and Investments - 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[79]. Future Expenses and Obligations - 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 incurred a total of $250,000 under a promissory note from the Sponsor, which is due on the earlier of September 30, 2024, or the closing of the IPO[85]. - The company has no off-balance sheet arrangements or contractual obligations as of February 29, 2024[84].

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 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) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4125 Blackhawk Plaza Circle, Suite 166 Danville, CA 94506 Telephone: ...