Black Hawk Acquisition Corp (BKHA) Form 424B4 — Sep 21, 2026

$BKHAForm 424B4Filed Sep 21, 2026, 9:29 PM ET0001829126-26-010292Original filing

Black Hawk Acquisition Corporation has filed a definitive proxy statement/prospectus (424B4) asking shareholders to approve its business combination with Vesicor Therapeutics at an October 13, 2026 extraordinary general meeting. The deal assigns Vesicor a $70 million equity value, and the combined company will be renamed Vesicor Therapeutics Holdings, Inc. and seek Nasdaq listing under the new ticker VESI. The SPAC is heavily depleted: 69.2% of public shares (4,775,923) were redeemed in July 2025 for roughly $51.0 million, leaving about $22.7 million in trust and 2,124,077 public shares outstanding.

Key figures

Cash Position: ~$22.7 million remaining in Trust Account (before taxes and deferred underwriting commissions)
Deal Value Usd: 70000000
Breakup Fee: $1 million in cash or stock
Redemption Payout: ~$51.0 million (~$10.68 per share)
Redemption Percent: 69.2%
Fairness Opinion Fee: 75000
Class AClose Sept12026: $11.97
Public Shares Redeemed: 4775923
Class AClose Sept182026: $11.78
Performance Incentives: $500,000 total ($200,000 to Luo Feng; $300,000 to Warren Hosseinion Jr.)
Ppm Investment Required: $10,000,000 minimum financing — no commitments or funding received
Remaining Public Shares: 2124077
Insider Potential Profit: $21,087,185 ($10.76/share) vs. $1.97/share for public holders
Deferred Underwriting Fee: 2415000
Monthly Extension Payment: 150000
Post Close Public Ownership: ~16.73%
Business Combination Deadline: December 22, 2026
Extension Payments Funded To Date: 2250000
Vesicor Management Post Close Stake: 3,097,376 shares (29.29%), valued at $37,075,591 at $11.97/share
Nta Requirement Proposed For Removal: $5,000,001
Post Close Sponsor Insider Ownership: ~15.98%
Redemption Value Per Share July152026: ~$12.04
Nasdaq Shareholders Equity Requirement: $5 million
Max Redemption Scenario Shares Outstanding: 10574623
Sponsor Convertible Notes Aggregate Principal: up to $1,600,000 (6%-10% interest, convertible at $1.00 per share)

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