DANVILLE, Calif., June 20, 2025 (GLOBE NEWSWIRE) -- Black Hawk Acquisition Corporation (NASDAQ: BKHAU, the “Company”) announced today that it filed a supplement to its definitive proxy statement, originally file with the Securities and Exchange Commission on June 10, 2025, to amend the language of the Trust Amendment Proposal. Specifically, the amendment removes the words “up to $55,000 per one-month extension”. As revised, the Trust Amendment Proposal provides that the Company will deposit in to the trust ...

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].