Overview of Black Hawk Acquisition Corporation’s Financial Condition and Results of Operations

Business Overview

• Black Hawk Acquisition Corporation is a blank check company incorporated in the Cayman Islands with the purpose of merging with or acquiring another business.
• The company has not yet selected a specific business combination target and has not initiated any substantive discussions with potential targets.
• Black Hawk intends to use the proceeds from its initial public offering (IPO) and private placement to fund its initial business combination.

Recent Developments

• On April 26, 2025, Black Hawk entered into a Business Combination Agreement with Vesicor, a company that will reincorporate in Delaware prior to the merger.
• The transaction values Vesicor at $70 million and will result in Vesicor becoming a wholly-owned subsidiary of Black Hawk, which will be the listed company on Nasdaq.
• The merger is subject to regulatory approvals, shareholder approvals, and other customary closing conditions, and is expected to be completed by the second quarter of 2026.
• Black Hawk also reported changes to its board of directors in April 2025 and held an extraordinary general meeting in July 2025 to extend its business combination deadline.

Results of Operations

• Black Hawk has not engaged in any operations or generated any revenue to date, as its activities have been focused on organizational tasks and the IPO.
• For the three months ended February 28, 2026, the company had net income of $139,805, consisting of general and administrative expenses, related party fees, interest expense, and interest income.
• For the three months ended February 28, 2025, the company had net income of $658,379, consisting of general and administrative expenses, related party fees, and interest income.

Liquidity and Capital Resources

• Black Hawk completed its IPO in March 2024, raising $69 million, and a concurrent private placement of $2.4 million.
• The company intends to use the proceeds from the IPO and private placement, as well as any additional financing, to fund its initial business combination with Vesicor.
• As of February 28, 2026, Black Hawk had $178,407 in cash and a working capital deficit of $2,105,080.
• The company expects to incur significant costs in pursuing the Vesicor transaction and maintaining its public company status, which raises substantial doubt about its ability to continue as a going concern.

Contractual Obligations

• Black Hawk has an administrative services agreement with its sponsor to pay $10,000 per month for office space and support services.
• The company also has an underwriting agreement that entitles the IPO underwriters to a 3.5% deferred fee upon completion of the business combination.
• The Business Combination Agreement with Vesicor outlines the terms of the proposed merger transaction.

Critical Accounting Policies and Estimates

• Black Hawk has not identified any critical accounting policies or estimates that would materially affect its financial statements.

Recent Accounting Standards

• Management does not believe that any recently issued accounting standards would have a material effect on the company’s financial statements.

In summary, Black Hawk Acquisition Corporation is a blank check company that has entered into a proposed business combination with Vesicor, which is expected to close in the second quarter of 2026. The company’s financial performance to date has been limited, as it has focused on organizational activities and the IPO process. Going forward, Black Hawk will need to secure additional financing and manage its costs in order to complete the Vesicor transaction and maintain its public company status.