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].
Black Hawk Acquisition Corporation(BKHA) - 2025 Q2 - Quarterly Report