Financial Performance - For the three months ended August 31, 2025, the company reported a net income of $154,401, with interest income of $494,562 [122]. - For the nine months ended August 31, 2025, the company had a net income of $1,333,322, driven by interest income of $2,029,850 [123]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination [120]. Business Combination - The Business Combination Agreement values Vesicor at a pre-money equity value of $70 million, with existing shareholders rolling over 100% of their equity into the combined company [109]. - The Business Combination Agreement includes a migration to Delaware and a merger with Vesicor, resulting in Vesicor becoming a wholly owned subsidiary of the Company [135]. - The company has the ability to extend the business combination deadline monthly through December 22, 2026, by making required deposits into the Trust Account [117]. Financial Position - As of August 31, 2025, the company had cash of $15,000 and a working capital deficit of $901,638 [129]. - Following the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares redeemed shares for approximately $51.0 million, leaving about $22.7 million in the Trust Account [118]. - As of August 31, 2025, the Company reported no off-balance sheet arrangements or contractual obligations [138]. Costs and Expenses - The Company has incurred significant professional costs and transaction costs related to remaining publicly traded and pursuing a Business Combination, raising substantial doubt about its ability to continue as a going concern [131]. - The company expects to incur increased expenses related to being a public company and due diligence for business combinations [121]. - The Company entered into an Administrative Services Agreement to pay the Sponsor a total of $10,000 per month for office space and administrative services [133]. IPO and Financing - The company raised gross proceeds of $69,000,000 from its IPO and an additional $2,355,000 from a private placement [126]. - 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 [134]. 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 [139]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years [140]. Other Financial Metrics - A non-cash gain of $1,104 was recognized for the change in fair value of the derivative liability associated with the Sponsor's Convertible Note [124].
Black Hawk Acquisition Corporation(BKHA) - 2025 Q3 - Quarterly Report