BKHA 10-K & 10-Q changes, risk factors and insider trading

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.businesses WeOn haveApril not26, selected2025, anywe specificentered into a Business Combination Agreement with Vesicor Therapeutics, Inc. (“Vesicor”) and BH Merger Sub, Inc., pursuant to which we intend to consummate a business combination, subject to the satisfaction of customary closing conditions. The proposed transaction is described in greater detail elsewhere in this Annual Report and in our Registration Statement on Form S-4 filed with the SEC. There can be no assurance that the proposed business combination targetwill be and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.consummated.

As of November 30, 2024,2025, we had cash of $264,842$39,521 and a working capital deficit of $243,093.$1,431,443. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

UponIn closingconnection ofwith athe BusinessCompany’s Combination,initial public offering, the underwriters will beare entitled to a deferred feeunderwriting ofcommission equal to 3.5% of the gross proceeds of the IPO, or $2,415,000. The deferred feeunderwriting commission is payable solely upon the consummation of an initial business combination and will becomebe payable to the underwriterspaid from the amountsfunds held in the Trusttrust Account solely in the event that we complete a Business Combination,account, subject to the terms of the underwriting agreement. Additionally,If wethe Company does not consummate a business combination, the deferred underwriting commission will not be paid. In addition, the Company issued the underwriters 69,000 ordinary shares common stock, or the representative shares, at the closing of the IPO as part of representative compensation.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The Registration Statement on Form S-4 relating to the proposed Business Combination was declared effective by the SEC on September 17, 2026. On September 22, 2026, the Company filed its definitive proxy statement/prospectus. The Business Combination is expected to be completed by the thirdfourth quarter of 2026.

On March 31, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market value of listed securities (“MVLS”) had been below the $50,000,000 minimum required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days. The notice provides the Company with 180 calendar days, or until September 28, 2026, to regain compliance. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion. TheOn noticeAugust does17, not2026, resultNasdaq innotified Black Hawk that, for the immediate10 consecutive business days from August 3, 2026 through August 14, 2026, Black Hawk’s MVLS had been $50,000,000 delistingor ofgreater. the Company’s securities, which continue to trade on theAccordingly, Nasdaq Globaldetermined Marketthat underBlack theHawk symbolshad “BKHAU,” “BKHA,”regained compliance with Nasdaq Listing Rule 5450(b)(2)(A) and “BKHAR.” Ifthat the matter Companywas does not regain compliance by the applicable deadline, the Company may be subject to delisting, although it may appeal any such determination or apply to transfer the listing of its securities to the Nasdaq Capital Market, subject to satisfaction of applicable requirements.closed.

On June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement pursuant to which Vesicor forgave $1,015,988 in advances previously made by Vesicor to or on behalf of Black Hawk (the “Vesicor Advances”). as of February 12, 2026. The Vesicor Advances consisted of (i) $675,000 in extension payment advances made between July 2025 and February 2026, representing Vesicor’s one-half share of the monthly $150,000 trustTrust fund Account extension payments required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,987.50$340,988 in upfront fee payments and other transaction expenses paid by Vesicor on Black Hawk’s behalfbehalf, betweenincluding Marchthe andtwo April$125,000 2025non-refundable fordeposits previously upfrontpaid feesto andthe FebruaryCompany 2026in for otherconnection transactionwith expenses.the proposed transaction. All advances included in the Debt Forgiveness Agreement were made on a non-interest basis.

Pursuant to the Debt Forgiveness Agreement, Vesicor (i) forgave the entire outstanding principal amount of the Vesicor Advances,Advances as of February 12, 2026, (ii) agreed that all debt instruments issued or issuable in connection with the Vesicor Advances are null and void, and (iii) waived and cancelled any rights to convert the Vesicor Advances into debt or equity securities of Black Hawk or any successor. Vesicor’s forgiveness of advances classified as upfront fees was made pursuant to a waiver, consent and authorization of Vesicor’s shareholders. Any advances made by Vesicor after February 12, 2026 are expressly excluded from the Debt Forgiveness AgreementAgreement. and will be governed byNo separate written agreements betweengoverning thethose parties.post-February 12, 2026 advances had been entered into as of October 6, 2026.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 28, 2023 (inception) through MayAugust 31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.

For the three months ended MayAugust 31, 2026, we had net income of $88,929,$1,074,736, which consisted of general and administrative expenses of $79,215,$108,210, related party administrative fees of $30,000, interest expense of $24,381,$33,226, offset by interest income of $222,525.$230,184 and gain on Debt Forgiveness of $1,015,988.

For the sixnine months ended MayAugust 31, 2026, we had net income of $228,734,$1,303,470, which consisted of general and administrative expenses of $103,403,$211,613, related party administrative fees of $60,000, $90,000, interest expense of $43,830,$77,056, offset by interest income of $435,967.$666,151 and gain on Debt Forgiveness of $1,015,988.

For the three months ended MayAugust 31, 2025, we had net income of $520,542,$154,401, which consisted of general and administrative expenses of $217,598,$311,265, related party administrative fees of $30,000, offset by interest income of $768,140.$494,562 and a decrease in fair value of derivative liability of $1,104.

For the sixnine months ended MayAugust 31, 2025, we we had net income of $1,178,921,$1,333,322, which consisted of general and administrative expenses of $296,367,$607,632, and related party administrative fees fees of $60,000,$90,000, offset by interest income of $1,535,288.$2,029,850 and a decrease in fair value of derivative liability of $1,104.

As of MayAugust 31, 2026, we had cash of $11,583$12,052 and and a working capital deficit of $2,688,676.$2,294,124. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MayAugust 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

The preparation of unaudited consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited consolidated financial statements.

As of MayAugust 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.