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Item 1. Financial Statements

2026-10-06 compared with 2026-07-15 · 580 added, 283 removed, 602 unchanged (59% of the section changed)

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Liabilities, Shares Subject to Redemption and Shareholders’ Deficit

Current Liabilities

to target company

to related party

Due to related

party – administrative expenses

payable and accrued expenses

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shares issued and outstanding at redemption value of $ 12.24 and $ 11.22

as of May 31, 2026 and November 30, 2025, respectively

as of August 31, 2026 and November 30, 2025, respectively

Shareholders’ Deficit

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2,029,500 shares issued and outstanding

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

0 shares issued and outstanding

Additional paid-in capital

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Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

Total Liabilities, Shares Subject to Redemption and Shareholders’ Deficit

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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Three Months Ended

Six Months Ended

General and administrative expenses

Related party administrative fees

Loss from operations

Interest income

Interest earned on investments held in Trust Account

Interest expense

Total other income

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares

Basic and diluted net income per share, non-redeemable Class A ordinary shares

Nine Months Ended

and administrative expenses

party administrative fees

from operations

earned on investments held in Trust Account

Gain on debt forgiveness

in fair value of derivative liability

and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

and diluted net income per share, Class A ordinary shares subject to possible redemption

and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares

and diluted net income per share, non-redeemable Class A ordinary shares

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2026

Ordinary Shares

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$ ( 5,103,676 )

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

Remeasurement of Class A ordinary shares subject to possible redemption

Balance August 31, 2026

$ ( 4,713,865 )

$ ( 4,709,124 )

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

Ordinary Shares

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$ ( 2,526,520 )

Remeasurement of Class A ordinary shares subject to possible redemption

Balance August 31, 2025

$ ( 3,316,841 )

$ ( 3,316,638 )

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash Flows from Operating Activities:

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Interest earned on investments held in Trust Account

Gain on debt forgiveness

Change in fair value of derivative liability

Changes in operating assets and liabilities:

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Cash deposited in Trust Account

Net cash used in investing activities

Cash withdrawn from Trust to pay redeemed public shareholders

Net cash (used in) provided by investing activities

Cash Flows from Financing Activities:

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Proceeds of convertible note - related party

Proceeds from target company

Net cash provided by financing activities

Advances from target company

Payment to redeemed public shareholders

cash provided by (used in) financing activities

Changes in Cash

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Remeasurement of Class A ordinary shares subject to possible redemption

Issuance of convertible note recognition of derivative liability

The accompanying notes are an integral part of the unaudited consolidated financial statements.

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of May 31, 2026, the Company had

As of August 31, 2026, the Company had

not commenced any operations.

All activities through May 31, 2026 are related to the Company’s formation and the initial public

All activities through August 31, 2026 are related to the Company’s formation and the initial public

offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

will generate non-operating income in the form of interest income from the proceeds derived from the IPO and, subsequent to the IPO, identifying

a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived

from the IPO.

will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

The Company has selected November 30 as its fiscal year end.

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If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”).

If the Company anticipates that that it may not be able to consummate initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”).

The Initial Shareholders have agreed (a) to waive

their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion

of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Memorandum and Articles

of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the

Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem

their Public Shares in conjunction with any such amendment.

The Company initially had 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”).

If the Company anticipates that it may not be able to consummate initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 690,000 ($ 0.10 per Public Share) or an aggregate of $ 1,380,000 , on or prior to the date of the applicable deadline.

Currently, as a result of the shareholders’ approval at the

2025 Extraordinary General Meeting (as defined below), the Company amended and restated its governing documents and Trust Agreement to

extend the Combination Period monthly through December 22, 2026, subject to making the required $ 150,000 monthly deposits into the Trust

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable and less up to $ 100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.

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On March 15, 2025, the Company and Vesicor executed a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”).

Pursuant to the LOI, Vesicor deposited two non-refundable deposits totaling $ 250,000 into the Company’s operating account to cover the costs related to Proposed Transaction.

Pursuant to the LOI, Vesicor deposited two deposits totaling $ 250,000 into the Company’s operating account to cover the costs related to Proposed Transaction.

On April 22, 2025, BH Merger Sub, Inc.

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the listing application of the combined company.

The proposed Business Combination remains pending.

On March 4, 2026, the Company filed

Amendment No.

3 to its Registration Statement on Form S-4 relating to the proposed Business Combination, and there can be no assurance

as to the timing of completion or that the Business Combination will be completed at all.

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

and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m.

Eastern Time, on October 13, 2026.

2025 Extraordina ry General Meeting

Company filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June

20, 2025 to vote on three proposals:

(i) a proposal by special resolution to amend the Second Amended and Restated Memorandum and

Articles of Association to allow the Company to extend the deadline for the Combination Period by up to eighteen (18) one-month

extensions, from June 22, 2025 (the “Termination Date”) to December 22, 2026, for a maximum of 36 months from the date

of the Company’s initial public offering;

(ii) a related proposal by special resolution to amend the Trust Agreement, dated

March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month

extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after

redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting,

to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the

time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.

On June 20, 2025, the Company held its Extraordinary General Meeting which, without conducting any business was adjourned.

The Extraordinary General Meeting was adjourned again on June 23, 2025;

June 27, 2025;

July 1, 2025;

and July 3, 2025 in order to solicit additional votes on the matters listed in the notice of Extraordinary General Meeting and the proxy statement, particularly the Trust Amendment Proposal (further described below).

Also on June 20, 2025, the Company filed a supplemental proxy statement revising the language of the Trust Amendment Proposal.

Specifically, the original language referencing deposits of “up to $ 55,000 per one-month extension” was removed and replaced with a new structure.

As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with the Company’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, the Company filed a supplemental proxy statement further amending the Extension Proposal.

The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal.

Under the revised terms, the Company may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $ 150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between the Company and Continental Stock Transfer & Trust Company.

The Company held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement.

As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $ 150,000 monthly deposits into the Trust Account.

The Company filed its definitive proxy statement

on June 10, 2025, announcing that its Extraordinary General Meeting would be held on June 20, 2025, to consider proposals to (i) amend

the Company’s Second Amended and Restated Memorandum and Articles of Association to permit the Company to extend the date by which

it must consummate an initial business combination (the “Termination Date”) from June 22, 2025 to December 22, 2026, by up

to eighteen (18) one-month extensions;

(ii) amend the Investment Management Trust Agreement, dated March 20, 2024, between the Company

and Continental Stock Transfer & Trust Company, to permit such extensions;

and (iii) adjourn the Extraordinary General Meeting, if

necessary, to permit further solicitation and voting of proxies.

The Extraordinary General Meeting was convened

on June 20, 2025 and subsequently adjourned on June 23, June 27, July 1 and July 3, 2025 to solicit additional votes on the proposals.

On July 7, 2025, the Company filed a supplemental proxy statement reflecting revised terms of the extension proposal.

On July 8, 2025, the Company held its Extraordinary

General Meeting, at which shareholders approved the extension proposal and the related amendments to the Company’s governing documents

and Trust Agreement.

As a result, the Company may extend the Termination Date from June 22, 2025 to December 22, 2026 by up to eighteen

(18) one-month extensions, subject to the deposit of $ 150,000 into the Trust Account for each one-month extension in accordance with

the amended Trust Agreement.

In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $ 51.0 million (at approximately $10.68 per share) from the Trust Account.

Following the redemptions, approximately $ 22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

Beginning on June 22, 2025 and continuing through December 22, 2026,

Black Hawk may elect to extend the deadline to consummate a business combination on a month-by-month basis for up to eighteen one-month

extensions by depositing $ 150,000 into the Trust Account for each such extension.

Extension Payments were funded through unsecured convertible

promissory notes issued by the Company to the Sponsor (see Note 5).

Certain extension payments due in December 2025 and January 2026 were

funded after their respective due dates.

As of the issuance date of these financial statements, the Company is current with respect to

its extension payments.

on June 22, 2025 and continuing through December 22, 2026, Black Hawk may elect to extend the deadline to consummate a business

combination on a month-by-month basis for up to eighteen one-month extensions by depositing $ 150,000

into the Trust Account for each such extension.

Extension Payments were funded through unsecured convertible promissory notes issued

by the Company to the Sponsor (see Note 5) and advances from Vesicor (see Debt Forgiveness Agreement below and Note 8).

Certain extension payments due in December 2025 and January 2026 were funded after

their respective due dates.

The November 2025 extension fee was paid in the fiscal year 2026 resulting in ten extension payments for the nine months ended in August 31, 2026.

As of the issuance date of these financial statements, the Company is current with respect to its

extension payments.

Delisting Notice

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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.

The notice does not result in the immediate

delisting of the Company’s securities, which continue to trade on the Nasdaq Global Market under the symbols “BKHAU,”

“BKHA,” and “BKHAR.” If the Company 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.

calendar days, or until September 28, 2026, to regain compliance by maintaining an MVLS of at least $ 50,000,000

for a minimum of ten consecutive business days (which Nasdaq may, in its discretion, extend up to approximately 20 consecutive business

On August 17, 2026, Nasdaq notified Black Hawk that, for the 10 consecutive business days from August 3, 2026 through August 14,

2026, Black Hawk’s MVLS had been $ 50,000,000 or greater.

Accordingly, Nasdaq determined that Black Hawk had regained compliance

with Nasdaq Listing Rule 5450(b)(2)(A) and that the matter was closed.

Debt Forgiveness Agreement

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.

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 trust fund extension payments required under the Business Combination

Agreement and the amended Trust Agreement, and (ii) $340,988 in upfront fee payments and other transaction expenses paid by

Vesicor on Black Hawk’s behalf between March 2025 and April 2025 for upfront fees and February 2026 for other transaction

All advances 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 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 Agreement and will be governed by separate

written agreements between the parties.

There are no separate agreements as of October 6, 2026.

In consideration for the foregoing, Black

Hawk released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor

Advances mentioned above or otherwise timely perform its obligations under the Business Combination Agreement.

Each party retained

all other rights and claims under the Business Combination Agreement not expressly released.

The Debt Forgiveness Agreement is

governed by the laws of the State of California.

Going Concern Consideration

As of May 31, 2026, the Company had $ 11,583 in cash and working capital deficit of $ 2,688,676 .

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 (see Note 5).

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s 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 additional condition also raises substantial doubt about the Company’s ability to continue as a going concern.

The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of August 31, 2026, the Company had $ 12,052

in cash and working capital deficit of $ 2,294,124 .

The Company has incurred and expects to continue

to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit

of the consummation of a Business Combination.

In connection with the Company’s 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 additional condition also raises substantial doubt about the Company’s ability to continue as a going

The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this

Risks and Uncertainties

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financial statements are presented in conformity with accounting principles generally accepted in the United States of America

GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission

Accordingly, they do not include all of the information and footnotes required by GAAP.

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Company’s Annual Report on Form 10-K, as filed with the SEC on March 6, 2026.

The interim results for the three and six months

ended May 31, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or

The interim results for the three and nine months

ended August 31, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or

for any future periods.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 11,583 and $ 39,521 in cash and none in cash equivalents as of May 31, 2026 and November 30, 2025, respectively.

The Company had $ 12,052 and $ 39,521 in cash and none in cash equivalents as of August 31, 2026 and November 30, 2025, respectively.

Investments Held in Trust Account

As of May 31, 2026 and November 30, 2025, the Company had $ 25,313,116 and $ 23,827,149 in investments held in the Trust Account comprised of money market funds that invest in U.S.

As of August 31, 2026 and November 30, 2025, the Company had $ 25,993,300 and $ 23,827,149 in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

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Deferred Offering Costs

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

Deferred offering costs were $ 4,309,493 consisting principally of $ 3,795,000 underwriting fees $ 514,493 legal and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.

The Company complies with the requirements of

FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and

SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

Deferred offering costs were $ 4,309,493

consisting of $ 690,000

cash underwriting, $ 2,415,000

deferred underwriting fees (payable only upon completion of a Business Combination), $ 690,000

for the issuance of representative shares and $ 514,493

other offering costs that are directly related to the IPO and charged to shareholders’ equity upon the completion of the

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of May 31, 2026.

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of August 31, 2026.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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Net Income Per Ordinary Share

The Company complies with the accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

Net income per ordinary share is computed by dividing net income by the weighted average

number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders.

As of May 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into shares of Class A ordinary shares and then share in the earnings of the Company.

As a result, diluted income per ordinary

share is the same as basic income per share for the period presented.

The Company complies with the accounting and

disclosure requirements of FASB ASC 260, Earnings Per Share.

Basic net income per ordinary share is computed by dividing net income by

the weighted average number of ordinary shares outstanding during the period.

For purposes of calculating diluted net income per ordinary

share, the Company considers the potential dilutive effect of outstanding rights, convertible debt, and other securities or contracts

that may result in the issuance of ordinary shares.

As of August 31, 2026, the Company had outstanding rights and convertible

debt that could potentially result in the issuance of approximately 3.0 million ordinary shares.

These securities were excluded from

the computation of diluted net income per ordinary share because their inclusion would have been antidilutive or the applicable conversion

or settlement conditions had not been met.

The securities excluded from the computation of diluted net income per ordinary share consisted

of approximately 1,427,100 ordinary shares issuable upon exercise of outstanding rights and approximately 1.6 million ordinary shares

issuable upon conversion of Sponsor notes, including accrued interest, at a conversion price of $ 1.00 per ordinary share.

diluted net income per ordinary share is the same as basic net income per share for the period presented.

Schedule of basic income (loss) per share

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Basic and diluted net income per share

Six Months Ended

Basic and diluted net per share

Nine Months Ended

Basic and diluted net income per

Allocation of net income

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pursuant to which the 17,250,000

shares of common stock were converted to 1,725,000

Class B ordinary shares.

On March 18, 2024, the Company elected to convert 1,725,000

Class B ordinary shares into 1,725,000

Class A ordinary shares upon the closing of IPO.

On March 20, 2024, the Company and the Sponsor entered into the Second

Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750

shares of Class B ordinary shares were converted to 1,725,000

Class B ordinary shares.

per ordinary share.

As of May 31, 2026 and November 30, 2025, there were 1,725,000

Founder Shares issued and outstanding.

On March 20, 2024, in connection with the Company’s

IPO and the underwriters’ over-allotment option, the Company and the Sponsor entered into the Second Amendment to the Subscription

Agreement, pursuant to which the Sponsor purchased an additional 258,750 Class B ordinary shares, increasing the total number of Founder

Shares to 1,983,750 .

The additional 258,750 Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment

option was not exercised.

The underwriters did not exercise the over-allotment option, and accordingly, the 258,750 Founder Shares were

Upon the closing of the IPO on March 20, 2024, the remaining 1,725,000 Founder Shares automatically converted into 1,725,000

Class A ordinary shares.

As of August 31, 2026 and November 30, 2025, no Class B ordinary shares were issued or outstanding, and

1,725,000 Class A ordinary shares issued to the Sponsor as Founder Shares remained outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

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On June 13, 2025, September 23, 2025,

2025, February 12, 2026, and May 4, 2026, the Company issued convertible promissory notes to the Sponsor (the “June

Note”, the “September Note”, the “February 2026 Note”;

and the “May 2026 Convertible

Note”, collectively, the “Convertible Notes”), each

February 12, 2026, May 4, 2026, and August 21, 2026, the Company issued convertible promissory notes to the Sponsor (the “June

Note”, the “September Note”, the “February 2026 Convertible Note”, the “May 2026 Convertible

Note”, and “August 2026 Convertible Note”, collectively, the “Convertible Notes”), each

permitting borrowings of up to $350,000, $350,000, $300,000, $300,000 and $300,000, respectively.

As of May 31, 2025, the Company had

drawn $1,235,000 under the four Convertible Notes.

As of August 31, 2026, the

Company had drawn $1,515,000 under the five Convertible Notes.

The June Note bears interest at 6% per annum

and all of the September Note, February 2026 Note and May 2026 Note bear interest at 10% per annum.

The Convertible Notes are

unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date,

as approved by stockholders.

Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and

accrued interest into ordinary shares of the Company.

and all of the September Note, February 2026 Convertible Note, May 2026 Convertible Note and August 2026 Convertible Note bear interest

at 10% per annum.

The Convertible Notes are unsecured and mature on the earlier of (i) the consummation of a business combination or

(ii) the Company’s liquidation date, as approved by shareholders.

Upon consummation of a business combination, the Sponsor may

elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.

The conversion price for both the June and

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date was reclassified to additional paid-in capital.

As of May 31, 2026 and November 30, 2025,

As of August 31, 2026 and November 30, 2025,

there was no derivative liability outstanding.

As of May 31, 2026, the outstanding principal

balance under the Convertible Notes was $ 1,232,366 , including unamortized discount of $ 2,541 .

As of November 30, 2025, the outstanding

principal balance under the Convertible Notes was $ 595,369 , including unamortized discount of $ 4,538 .

As of August 31, 2026, the outstanding carrying amount of Convertible Notes was $ 1,512,366 , net of unamortized discount of $ 2,634 .

As of November 30, 2025, the outstanding carrying amount of Convertible Notes was $ 595,369 , net of unamortized discount of $ 4,631 .

Convertible Note

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on the issuance date, with a corresponding debt discount recorded against the carrying amount of the note.

The derivative liability is

The derivative liability was

subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings, and the debt discount

is accreted to interest expense over the term of the note using the effective interest method in accordance with ASC 835-30.

The remeasurement ended on September 30, 2025.

Convertible Note

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equity and that no fair value remeasurement is required.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not obligated to, loan us funds as may be required.

If the Company completes an initial Business Combination, it will repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender.

As of May 31, 2026 and November 30, 2025, the Company had no borrowings under the working capital loans.

August 2026 Convertible Note

The August 2026 Convertible Note is convertible

solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10)

of the Company’s $10.00 initial public offering price per unit.

The conversion option met the equity scope exception under ASC 815-40,

therefore it is accounted for as equity and that no fair value remeasurement is required.

Working Capital Loans

In addition, in order to finance transaction

costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not

obligated to, loan us funds as may be required.

If the Company completes an initial Business Combination, it will repay such loaned

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Certain amount of such working capital loans may be converted into private units at $10.00 per unit.

As of August 31, 2026 and November 30, 2025, the Company had no

borrowings under the working capital loans.

Due to Related Party

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These amounts are due on demand and non-interest bearing.

As of May 31, 2026 and November 30, 2025, the amount

As of August 31, 2026 and November 30, 2025, the amount

due to the related party was $ 7,400 and $ 0 , respectively.

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through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the

Sponsor a total of $ 10,000 per

month for office space and administrative and support services.

Sponsor a total of $ 10,000

per month for office space and administrative and support services.

The Company incurred $ 30,000

and $ 60,000 for the three and six months ended May 31, 2026, respectively, of which $ 20,000

was due to the Sponsor as of May 31, 2026 and included in the accompany accounts payable and accrued expenses.

for the three and nine months ended August 31, 2026, respectively, of which $ 30,000

and $0 was due to the Sponsor as of August 31, 2026 and November 30, 2025 included in the accompanying balance sheets under Due to related party

– administrative expenses.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement.

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares are to be released from trust.

The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the Founder Shares issued and

outstanding as of March 20, 2024, as well as the holders of the private units and any shares of the Company’s insiders, officers,

directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares

of ordinary shares issuable upon conversion of the underlying private rights), will be entitled to registration rights pursuant to

an agreement to be signed prior to or on the effective date of the registration statement.

The holders of a majority of these securities

are entitled to make up to two demands that we register such securities.

The holders of the majority of the Founder Shares can elect

to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares

are to be released from trust.

The holders of a majority of the private units and units issued in payment of working capital loans made

to us can elect to exercise these registration rights at any time commencing on the date that the Company consummates an initial business

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the consummation of an initial business combination.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

Right of First Refusal

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The value of the over-allotment option was estimated to be $ 93,150 as of March 22, 2024.

The underwriters did not exercise the over-allotment option, as such, there was no liability accrued on the balance sheet as of May 31, 2026.

The underwriters did not exercise the over-allotment option, as such, there was no liability accrued on the balance sheet as of August 31, 2026.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $ 690,000 .

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provided that, prior to the initial Business Combination,

only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority

only holders of the Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority

of the Class B ordinary shares may remove a member of the board of directors.

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of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by

law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will

law or the Company’s Second Amended and Restated Articles of Association, holders of Class A ordinary shares and holders of Class B ordinary shares will

vote together as a single class.

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and outstanding.

As of May 31, 2026 and November 30, 2025, there were 2,029,500

As of August 31, 2026 and November 30, 2025, there were 2,029,500

Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 2,124,077 Class A ordinary shares subject to

redemption as of May 31, 2026 and November 30, 2025, respectively).

redemption as of August 31, 2026 and November 30, 2025, respectively).

There were no Class B ordinary shares outstanding for both periods.

Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

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No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO.

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration).

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive one share underlying each right (without paying additional consideration).

The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

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Note 8 — Due to Target Company

In connection with the Extension, the

Vesicor agreed to contribute one-half of the Extension Payment and certain merger costs.

For the three and six months ended

May 31, 2026, Vesicor contributed approximately $ 284,814

and $ 725,801 ,

respectively.

As of May 31, 2026 and November 30, 2025, outstanding amounts totaled $ 1,300,801

In connection with the Extension, Vesicor

agreed to pay one-half of the Extension Payment and certain merger costs.

For the three and nine months ended August 31, 2026,

the Company received $ 283,919

and $ 1,009,721 ,

respectively, from Vesicor.

On June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement under which Vesicor forgave $ 1,015,988

in advances previously made by Vesicor to or on behalf of Black Hawk.

As of August 31, 2026 and November 30, 2025, outstanding

amounts totaled $ 568,733

(excluding $ 1,015,988

forgiven advances) and $ 575,000 ,

respectively.

Subsequently, on June 30, 2026, Black Hawk and Vesicor entered into a Debt Forgiveness Agreement under which Vesicor forgave $ 1,015,988

of the $ 1,300,801 in advances.

See Note 11 — Subsequent Events for a detailed description of the Debt Forgiveness Agreement.

See Note 1 for a detailed description of the Debt Forgiveness Agreement.

Note 9 — Fair Value Measurements

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The following tables present information about

the Company’s assets that are measured at fair value on a recurring basis as of May 31, 2026 and November 30, 2025, and

the Company’s assets that are measured at fair value on a recurring basis as of August 31, 2026 and November 30, 2025, and

indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

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performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of segment information

of segment information

Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

Related party administrative fees

Interest earned on investments held in Trust Account

Interest expense

Gain on debt forgiveness

Change in fair value of derivative liability

The key measures of segment profit or loss

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in the footnotes, management identified the following subsequent event requiring disclosure in the financial statements.

Debt Forgiveness Agreement

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”).

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 trust fund extension payments

required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $ 340,987 .50 in upfront fee payments and other

transaction expenses paid by Vesicor on Black Hawk’s behalf between March and April 2025 for upfront fees and February 2026 for

other transaction expenses.

All advances 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, (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 Agreement and will be governed by separate written agreements between the parties.

In consideration for the foregoing, Black Hawk

released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor Advances or

otherwise timely perform its obligations under the Business Combination Agreement.

Each party retained all other rights and claims under

the Business Combination Agreement not expressly released.

The Debt Forgiveness Agreement is governed by the laws of the State of California.

On September 17, 2026, the Registration Statement

on Form S-4 relating to the proposed business combination was declared effective by the SEC.

The Company filed its definitive proxy statement/prospectus

on September 22, 2026 and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m.

Eastern Time,

on October 13, 2026.

On September 22, 2026, an aggregate of $ 150,000 (the “Extension Payment”) has been deposited into the trust account for its public shareholders,

which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from

September 22, 2026 to October 22, 2026.

September 22, 2026, Black Hawk and Vesicor entered into a series of financing and related agreements with Meteora Select Trading Opportunities

Master, LP (“Meteora”) in connection with the Company’s previously announced business combination with Vesicor.

to the Business Combination Agreement dated April 26, 2025, the Company will domesticate as a Delaware corporation and change its name

to “Vesicor Therapeutics Holdings, Inc.” (“PubCo”), and Vesicor will become a wholly owned subsidiary of PubCo.

Purchase Agreement

September 22, 2026, the Company, Vesicor and Meteora entered into an OTC Equity Prepaid Forward Transaction confirmation (the “Forward

Purchase Agreement”).

The Forward Purchase Agreement provides for a share forward transaction with respect to up to 1,350,000 shares

(the “Maximum Number of Shares”), subject to an upward adjustment upon the occurrence of certain dilutive offerings.

shares subject to the transaction may consist of (i) shares purchased by Meteora from third parties in the open market for which Meteora

irrevocably waives redemption rights (“Recycled Shares”) and (ii) shares purchased directly from the Company pursuant to

the Subscription Agreement described below (“Additional Shares”).

The aggregate number of Recycled Shares and Additional

Shares may not exceed the Maximum Number of Shares.

initial price under the Forward Purchase Agreement will equal the per-share redemption price payable to holders of the Company’s

public ordinary shares in connection with the Business Combination (the “Initial Price”).

Subject to receipt of the applicable

pricing date notice, at or in connection with the closing of the Business Combination the Company will pay Meteora, from the trust account,

a prepayment amount equal to the number of shares specified in the pricing date notice multiplied by the Initial Price, reduced dollar-for-dollar

by the aggregate purchase price funded by Meteora for any Additional Shares under the Subscription Agreement.

The reset price will initially

be $10.00 per share and may be reduced by mutual written agreement or upon certain dilutive offerings.

extended by mutual written consent, the valuation date under the Forward Purchase Agreement will occur 36 months after the closing of

the Business Combination, subject to acceleration upon certain delisting or registration-failure events.

Following the end of a valuation

period commencing on the valuation date, Meteora will pay the Company in cash an amount equal to the number of shares then remaining

subject to the transaction (excluding terminated shares and any shares not then registered for resale or freely tradable under Rule 144)

multiplied by the volume-weighted average price of the shares over that valuation period, and Meteora will not be required to return

any portion of the prepayment amount.

Meteora may elect to terminate the transaction in whole or in part prior to the valuation date,

in which case Meteora will pay the Company an amount equal to the number of terminated shares multiplied by the then-current reset price.

The Forward Purchase Agreement also requires PubCo to file, within 30 calendar days after the closing of the Business Combination, a

registration statement covering the resale of the Additional Shares and to use commercially reasonable efforts to cause such registration

statement to become effective within the periods specified therein.

The Company also agreed to reimburse certain documented legal and

out-of-pocket expenses of Meteora, subject to the aggregate $ 75,000 cap described below.

Non-Redemption

September 22, 2026, the Company and Meteora entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”).

to the Non-Redemption Agreement, Meteora agreed, on a commercially reasonable best-efforts basis and subject to the terms thereof, to

beneficially own and not redeem, or to reverse previously submitted redemption requests with respect to, up to 2,124,077 of the Company’s

ordinary shares (the “Backstop Investor Shares”).

The number of Backstop Investor Shares is a maximum and does not constitute

an obligation of Meteora to acquire or hold any minimum number of shares.

upon the closing of the Business Combination, the Company will pay Meteora cash from the trust account in respect of the Backstop Investor

Shares, being, in respect of each Backstop Investor Share, an amount equal to the final per-share redemption price less $ 0.75 .

The Non-Redemption

Agreement provides that Meteora will deliver a share confirmation notice after the redemption deadline specifying the actual number of

Backstop Investor Shares, not to exceed 2,124,077 shares.

The Non-Redemption Agreement terminates upon the occurrence of certain specified

events, subject to the survival provisions set forth therein.

connection with the Forward Purchase Agreement, on September 22, 2026, the Company and Meteora entered into a Subscription Agreement

(the “Subscription Agreement”), pursuant to which Meteora agreed to purchase from the Company, as Additional Shares, a number

of shares equal to the Maximum Number of Shares under the Forward Purchase Agreement less the number of Recycled Shares, at a per-share

purchase price equal to the Initial Price, subject to the terms and conditions of the Subscription Agreement and the Forward Purchase

Meteora will not be required to purchase Additional Shares to the extent that, after giving effect to the issuance, its ownership

would exceed 9.9% of the outstanding shares, unless Meteora waives such limitation in its sole discretion.

The initial purchase of Additional

Shares, if any, is expected to occur substantially concurrently with, but not before, the closing of the Business Combination, with any

additional purchases occurring thereafter in accordance with the Forward Purchase Agreement.

Equity Purchase Agreement

September 22, 2026, the Company, Vesicor and Meteora also entered into a Standby Equity Purchase Agreement (the “SEPA”),

pursuant to which, following the effectiveness of the registration statement required by the related Registration Rights Agreement described

below and subject to the satisfaction of the conditions set forth in the SEPA, PubCo will have the right, but not the obligation, to

sell to Meteora up to $ 200.0 million of shares of PubCo common stock from time to time during a commitment period generally lasting 36

months, which may be extended by up to 24 months by mutual written agreement.

There is no mandatory minimum utilization amount and no

non-usage fee.

ordinary advances under the SEPA, the purchase price will generally equal 97 % of the applicable market price determined in accordance

with one of two pricing periods selected by PubCo, subject to the limitations and adjustments set forth in the SEPA.

The maximum amount

of each advance generally may not exceed 30 % of the average daily traded amount during the 10 consecutive trading days preceding the

applicable advance notice, unless otherwise agreed.

The SEPA is also subject to a beneficial ownership limitation initially equal to

4.9 %, which Meteora may elect to increase up to 9.9 %, and to applicable Nasdaq issuance limitations unless stockholder approval or another

exception is available.

SEPA also permits the parties, by mutual written agreement and subject to specified conditions, to enter into one or more pre-paid advances

evidenced by convertible promissory notes.

Each such pre-paid advance would be funded at 85 % of the face amount of the applicable note,

reflecting a 15 % original issue discount.

The form of convertible promissory note provides for a 12-month maturity, 0 % annual interest

absent an event of default (increasing to 18% during an uncured event of default), a 7 % payment premium on principal amounts paid in

circumstances specified in the note, and conversion at the lower of a fixed-price formula and 95 % of the lowest daily VWAP during the

five trading days preceding the applicable conversion or determination date, subject to a floor price and other adjustments.

advance is required to be funded unless the Company and Meteora mutually agree in writing.

consideration for Meteora’s commitment under the SEPA, PubCo will pay Meteora a commitment fee equal to 0.50 % of the $ 200.0 million

maximum commitment amount, payable, at PubCo’s election, in cash or shares of PubCo common stock valued as provided in the SEPA.

The Company also agreed to reimburse Meteora for reasonable and documented transaction expenses, subject to an aggregate cap of $ 75,000

shared among the SEPA, the Forward Purchase Agreement and the Non-Redemption Agreement.

Rights Agreement

September 22, 2026, the Company and Meteora entered into a Registration Rights Agreement (the “Registration Rights Agreement”)

relating to securities issuable under the SEPA and any convertible promissory notes issued thereunder.

The Registration Rights Agreement

requires PubCo to file an initial resale registration statement no later than 60 calendar days following the closing of the Business

Combination and to use commercially reasonable efforts to have such registration statement declared effective no later than 60 calendar

days following its filing, subject to the terms of the Registration Rights Agreement.

The initial registration statement is required

to cover at least the greater of 10,000,000 shares of PubCo common stock and 300% of the maximum number of shares issuable upon conversion

of all then-outstanding promissory notes, subject to applicable SEC limitations and the terms of the Registration Rights Agreement.

failures to timely file or obtain effectiveness, or to maintain the availability of the registration statement, may result in specified

remedies, including partial liquidated damages based on outstanding note principal.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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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.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

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Existing Vesicor shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.

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 Business Combination is expected to be completed

by the third quarter of 2026.

4, 2026, the Company filed Amendment No.

3 to its Registration Statement on Form S-4 relating to the proposed Business Combination, and

there can be no assurance as to the timing of completion or that the Business Combination will be completed at all.

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 fourth quarter of 2026.

Change of Board of Directors

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or more for a minimum of ten consecutive business days, subject to Nasdaq’s discretion.

The notice does not result in the immediate

delisting of the Company’s securities, which continue to trade on the Nasdaq Global Market under the symbols “BKHAU,”

“BKHA,” and “BKHAR.” If the Company 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.

On August 17, 2026, Nasdaq notified Black

Hawk that, for the 10 consecutive business days from August 3, 2026 through August 14, 2026, Black Hawk’s MVLS had been $50,000,000

Accordingly, Nasdaq determined that Black Hawk had regained compliance with Nasdaq Listing Rule 5450(b)(2)(A) and that the

matter was closed.

Forgiveness Agreement

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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”).

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 trust fund extension payments

required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,987.50 in upfront fee payments and other

transaction expenses paid by Vesicor on Black Hawk’s behalf between March and April 2025 for upfront fees and February 2026 for

other transaction expenses.

All advances were made on a non-interest basis.

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 Trust Account

extension payments required under the Business Combination Agreement and the amended Trust Agreement, and (ii) $340,988 in upfront fee

payments and other transaction expenses paid by Vesicor on Black Hawk’s behalf, including the two $125,000 non-refundable deposits

previously paid to the Company in connection with 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, (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 Agreement and will be governed by separate written agreements between the parties.

In consideration for the foregoing, Black Hawk

released Vesicor from any claims arising from Vesicor’s failure to timely advance or pay any portion of the Vesicor Advances or

otherwise timely perform its obligations under the Business Combination Agreement.

Each party retained all other rights and claims under

the Business Combination Agreement not expressly released.

The Debt Forgiveness Agreement is governed by the laws of the State of California.

(i) forgave the entire outstanding principal amount of the Vesicor 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 Agreement.

No separate written agreements governing those post-February

12, 2026 advances had been entered into as of October 6, 2026.

On September 17, 2026, the Registration Statement

on Form S-4 relating to the proposed business combination was declared effective by the SEC.

The Company filed its definitive proxy statement/prospectus

on September 22, 2026 and scheduled an extraordinary general meeting for the shareholders which will be held at 10:00 a.m.

Time, on October 13, 2026.

On September 22,

2026, an aggregate of $150,000 (the “Extension Payment”) has been deposited into the trust account for its public shareholders,

which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from

September 22, 2026 to October 22, 2026.

On September 22, 2026, Black Hawk and Vesicor

entered into a series of financing and related agreements with Meteora Select Trading Opportunities Master, LP (“Meteora”)

in connection with the Company’s previously announced business combination with Vesicor.

Pursuant to the Business Combination Agreement

dated April 26, 2025, the Company will domesticate as a Delaware corporation and change its name to “Vesicor Therapeutics Holdings,

Inc.” (“PubCo”), and Vesicor will become a wholly owned subsidiary of PubCo.

Purchase Agreement

On September 22, 2026, the Company, Vesicor and

Meteora entered into an OTC Equity Prepaid Forward Transaction confirmation (the “Forward Purchase Agreement”).

Purchase Agreement provides for a share forward transaction with respect to up to 1,350,000 shares (the “Maximum Number of Shares”),

subject to an upward adjustment upon the occurrence of certain dilutive offerings.

The shares subject to the transaction may consist of

(i) shares purchased by Meteora from third parties in the open market for which Meteora irrevocably waives redemption rights (“Recycled

Shares”) and (ii) shares purchased directly from the Company pursuant to the Subscription Agreement described below (“Additional

The aggregate number of Recycled Shares and Additional Shares may not exceed the Maximum Number of Shares.

The initial price under the Forward Purchase Agreement

will equal the per-share redemption price payable to holders of the Company’s public ordinary shares in connection with the Business

Combination (the “Initial Price”).

Subject to receipt of the applicable pricing date notice, at or in connection with the

closing of the Business Combination the Company will pay Meteora, from the trust account, a prepayment amount equal to the number of shares

specified in the pricing date notice multiplied by the Initial Price, reduced dollar-for-dollar by the aggregate purchase price funded

by Meteora for any Additional Shares under the Subscription Agreement.

The reset price will initially be $10.00 per share and may be reduced

by mutual written agreement or upon certain dilutive offerings.

Unless extended by mutual written consent, the

valuation date under the Forward Purchase Agreement will occur 36 months after the closing of the Business Combination, subject to acceleration

upon certain delisting or registration-failure events.

Following the end of a valuation period commencing on the valuation date, Meteora

will pay the Company in cash an amount equal to the number of shares then remaining subject to the transaction (excluding terminated shares

and any shares not then registered for resale or freely tradable under Rule 144) multiplied by the volume-weighted average price of the

shares over that valuation period, and Meteora will not be required to return any portion of the prepayment amount.

Meteora may elect

to terminate the transaction in whole or in part prior to the valuation date, in which case Meteora will pay the Company an amount equal

to the number of terminated shares multiplied by the then-current reset price.

The Forward Purchase Agreement also requires PubCo to file,

within 30 calendar days after the closing of the Business Combination, a registration statement covering the resale of the Additional

Shares and to use commercially reasonable efforts to cause such registration statement to become effective within the periods specified

The Company also agreed to reimburse certain documented legal and out-of-pocket expenses of Meteora, subject to the aggregate

$75,000 cap described below.

Non-Redemption

On September 22, 2026, the Company and Meteora

entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”).

Pursuant to the Non-Redemption Agreement, Meteora

agreed, on a commercially reasonable best-efforts basis and subject to the terms thereof, to beneficially own and not redeem, or to reverse

previously submitted redemption requests with respect to, up to 2,124,077 of the Company’s ordinary shares (the “Backstop

Investor Shares”).

The number of Backstop Investor Shares is a maximum and does not constitute an obligation of Meteora to acquire

or hold any minimum number of shares.

Immediately upon the closing of the Business

Combination, the Company will pay Meteora cash from the trust account in respect of the Backstop Investor Shares, being, in respect of

each Backstop Investor Share, an amount equal to the final per-share redemption price less $0.75.

The Non-Redemption Agreement provides

that Meteora will deliver a share confirmation notice after the redemption deadline specifying the actual number of Backstop Investor

Shares, not to exceed 2,124,077 shares.

The Non-Redemption Agreement terminates upon the occurrence of certain specified events, subject

to the survival provisions set forth therein.

In connection with the Forward Purchase Agreement,

on September 22, 2026, the Company and Meteora entered into a Subscription Agreement (the “Subscription Agreement”), pursuant

to which Meteora agreed to purchase from the Company, as Additional Shares, a number of shares equal to the Maximum Number of Shares under

the Forward Purchase Agreement less the number of Recycled Shares, at a per-share purchase price equal to the Initial Price, subject to

the terms and conditions of the Subscription Agreement and the Forward Purchase Agreement.

Meteora will not be required to purchase Additional

Shares to the extent that, after giving effect to the issuance, its ownership would exceed 9.9% of the outstanding shares, unless Meteora

waives such limitation in its sole discretion.

The initial purchase of Additional Shares, if any, is expected to occur substantially concurrently

with, but not before, the closing of the Business Combination, with any additional purchases occurring thereafter in accordance with the

Forward Purchase Agreement.

Equity Purchase Agreement

On September 22, 2026, the Company, Vesicor and

Meteora also entered into a Standby Equity Purchase Agreement (the “SEPA”), pursuant to which, following the effectiveness

of the registration statement required by the related Registration Rights Agreement described below and subject to the satisfaction of

the conditions set forth in the SEPA, PubCo will have the right, but not the obligation, to sell to Meteora up to $200.0 million of shares

of PubCo common stock from time to time during a commitment period generally lasting 36 months, which may be extended by up to 24 months

by mutual written agreement.

There is no mandatory minimum utilization amount and no non-usage fee.

For ordinary advances under the SEPA, the purchase

price will generally equal 97% of the applicable market price determined in accordance with one of two pricing periods selected by PubCo,

subject to the limitations and adjustments set forth in the SEPA.

The maximum amount of each advance generally may not exceed 30% of the

average daily traded amount during the 10 consecutive trading days preceding the applicable advance notice, unless otherwise agreed.

SEPA is also subject to a beneficial ownership limitation initially equal to 4.9%, which Meteora may elect to increase up to 9.9%, and

to applicable Nasdaq issuance limitations unless stockholder approval or another exception is available.

The SEPA also permits the parties, by mutual written

agreement and subject to specified conditions, to enter into one or more pre-paid advances evidenced by convertible promissory notes.

Each such pre-paid advance would be funded at 85% of the face amount of the applicable note, reflecting a 15% original issue discount.

The form of convertible promissory note provides for a 12-month maturity, 0% annual interest absent an event of default (increasing to

18% during an uncured event of default), a 7% payment premium on principal amounts paid in circumstances specified in the note, and conversion

at the lower of a fixed-price formula and 95% of the lowest daily VWAP during the five trading days preceding the applicable conversion

or determination date, subject to a floor price and other adjustments.

No pre-paid advance is required to be funded unless the Company

and Meteora mutually agree in writing.

As consideration for Meteora’s commitment

under the SEPA, PubCo will pay Meteora a commitment fee equal to 0.50% of the $200.0 million maximum commitment amount, payable, at PubCo’s

election, in cash or shares of PubCo common stock valued as provided in the SEPA.

The Company also agreed to reimburse Meteora for reasonable

and documented transaction expenses, subject to an aggregate cap of $75,000 shared among the SEPA, the Forward Purchase Agreement and

the Non-Redemption Agreement.

Rights Agreement

On September 22, 2026, the Company and Meteora

entered into a Registration Rights Agreement (the “Registration Rights Agreement”) relating to securities issuable under

the SEPA and any convertible promissory notes issued thereunder.

The Registration Rights Agreement requires PubCo to file an initial

resale registration statement no later than 60 calendar days following the closing of the Business Combination and to use commercially

reasonable efforts to have such registration statement declared effective no later than 60 calendar days following its filing, subject

to the terms of the Registration Rights Agreement.

The initial registration statement is required to cover at least the greater of 10,000,000

shares of PubCo common stock and 300% of the maximum number of shares issuable upon conversion of all then-outstanding promissory notes,

subject to applicable SEC limitations and the terms of the Registration Rights Agreement.

Certain failures to timely file or obtain effectiveness,

or to maintain the availability of the registration statement, may result in specified remedies, including partial liquidated damages

based on outstanding note principal.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from September 28, 2023 (inception)

through May 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.

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from September 28, 2023 (inception) through August 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

We do not expect to generate any operating revenues until after the completion of our initial business combination.

expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

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as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended May 31, 2026, we had

net income of $88,929, which consisted of general and administrative expenses of $79,215, related party administrative fees of $30,000,

interest expense of $24,381, offset by interest income of $222,525.

For the six months ended May 31, 2026, we had

net income of $228,734, which consisted of general and administrative expenses of $103,403, related party administrative fees of $60,000,

interest expense of $43,830, offset by interest income of $435,967.

For the three months ended May 31, 2025,

For the three months ended August 31, 2026,

we had net income of $1,074,736, which consisted of general and administrative expenses of $108,210, related party administrative fees

of $30,000, interest expense of $33,226, offset by interest income of $230,184 and gain on Debt Forgiveness of $1,015,988.

For the nine months ended August 31, 2026,

we had net income of $1,303,470, which consisted of general and administrative expenses of $211,613, related party administrative fees

of $90,000, interest expense of $77,056, offset by interest income of $666,151 and gain on Debt Forgiveness of $1,015,988.

For the three months ended August 31, 2025,

we had net income of $154,401, which consisted of general and administrative expenses of $311,265, related party administrative fees of

$30,000, offset by interest income of $768,140.

For the six months ended May 31, 2025, we

had net income of $1,178,921, which consisted of general and administrative expenses of $296,367, and related party administrative fees

of $60,000, offset by interest income of $1,535,288.

$30,000, offset by interest income of $494,562 and a decrease in fair value of derivative liability of $1,104.

For the nine months ended August 31, 2025,

we had net income of $1,333,322, which consisted of general and administrative expenses of $607,632, and related party administrative

fees of $90,000, offset by interest income of $2,029,850 and a decrease in fair value of derivative liability of $1,104.

Change in Fair Value

of Derivative Liability

For both the three and nine month periods ended

August 31, 2025, the Company recognized a $1,104 non-cash gain from the change in fair value of the derivative liability associated with

the Sponsor’s Convertible Note.

This liability reflects the fair value of the embedded conversion feature, measured using a binomial

tree model in accordance with ASC 820, Fair Value Measurement.

Upon the modification of the Convertible Notes on September 30, 2025,

the conversion feature was revised such that it met the equity scope exception under ASC 815-40.

As a result, the embedded derivative

no longer required separate liability classification.

The carrying amount of the derivative liability as of the modification date was

reclassified to additional paid-in capital.

and Capital Resources

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were insufficient to cover such expenses.

As of May 31, 2026, we had cash of $11,583 and

a working capital deficit of $2,688,676.

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.

As of August 31, 2026, we had cash of $12,052

and a working capital deficit of $2,294,124.

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

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.

Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence

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diligence with respect to, prospective target businesses.

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur

significant transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s 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 financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to

incur significant transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s

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

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.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of May 31, 2026.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of August 31, 2026.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

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Accounting Policies and Estimates

preparation of unaudited 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.

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.

1 unchanged sentence

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 financial statements.

on the Company’s unaudited consolidated financial statements.

Sheet Arrangements;

1 unchanged sentence

Quarterly Results

of May 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and

of August 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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements