Black Hawk Acquisition Corporation(BKHAU) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Financial Statements 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 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 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 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 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][24] - 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][41][42] - 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][44] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][97] - 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] Results of Operations 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 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][109] - 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] Quantitative and Qualitative Disclosures About Market Risk The company, as a smaller reporting entity, is exempt from providing disclosures for this item - Disclosure not required for smaller reporting companies[123] Controls and Procedures 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] - 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] PART II – OTHER INFORMATION Legal Proceedings 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] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - Simultaneously with the IPO, the Sponsor purchased 235,500 Private Placement Units at $10.00 per unit, generating $2,355,000[133] - Following the IPO and Private Placement, a total of $69,345,000 was placed in the Trust Account[134] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[135] Mine Safety Disclosures This item is not applicable to the company - Not Applicable[136] Other Information The company reports no other information for this item - None[137] Exhibits This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files