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].

Transaction Values Vesicor at a Pre-money Equity Value of $70 millionBusiness Combination is Expected to be Completed in the Fourth Quarter of 2025 DANVILLE, Calif., April 28, 2025 (GLOBE NEWSWIRE) -- Black Hawk Acquisition Corp. (Nasdaq: BKHAU, BKHA, BKHAR), a special purpose acquisition company, (“Black Hawk”) announced the signing of a Business Combination Agreement (“BCA”) on April 26, 2025, with Vesicor Therapeutics, Inc. (“Vesicor”, “Vesicor Therapeutics” or “the Company”), a California-based early de ...

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].