What changed in this filing

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Item 1. Financial Statements

2026-04-21 compared with 2025-10-21 · 370 added, 295 removed, 394 unchanged (63% of the section changed)

8 unchanged sentences

Current Liabilities

Accrued offering costs and expenses

to target company

to related party

payable and accrued expenses

Accrued interest expenses

Convertible note - related party

Derivative liability - conversion

Due to target company

Total Current Liabilities

2 unchanged sentences

Commitments and Contingencies – see Note 6

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

Class A ordinary shares subject to

possible redemption, $ 0.0001

shares authorized;

2,124,077 shares and 6,900,000 shares issued and outstanding at redemption value of $ 10.97 and $ 10.41 as of August 31, 2025 and November 30, 2024, respectively

shares and 6,900,000

shares issued and outstanding at redemption value of $ 11.60 and $ 11.22

as of February 28, 2026 and November 30, 2025, respectively

Shareholders’ Deficit

10 unchanged sentences

Three Months Ended

Nine Months Ended

Three Months Ended

General and administrative expenses

3 unchanged sentences

Interest earned on investments held in Trust Account

Change in fair value of derivative liability

Interest expense

Total other income

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

FOR THE THREE MONTHS

ENDED FEBRUARY 28, 2026

Ordinary Shares

1 unchanged sentence

Balance November 30, 2025

$ ( 3,851,184 )

$ ( 3,846,443 )

Remeasurement of Class A ordinary shares subject to possible redemption

Balance February 28, 2026

Remeasurement of Class A ordinary shares subject to possible redemption

Balance – May 31, 2025

Remeasurement of Class A ordinary shares subject to possible redemption

Balance August 31, 2025

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024

$ ( 4,524,821 )

$ ( 4,520,080 )

FOR THE THREE MONTHS ENDED FEBRUARY 28,

Ordinary Shares

1 unchanged sentence

Balance November 30, 2024

Remeasurement of Class A ordinary shares subject to possible redemption

Balance February 28, 2025

Proceeds from sale of IPO Units

Proceeds from sale of Private Placement Units

Issuance of representative shares

Common stock subject to possible redemption

Conversion of Class B to Class A ordinary shares

Underwriter commissions

Offering costs

Accretion of additional paid in capital to accumulated deficit

Remeasurement of common stock subject to possible redemption

Balance May 31, 2024

Remeasurement of common stock subject to possible redemption

Balance August 31, 2024

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

Three Months Ended

Cash Flows from Operating Activities:

1 unchanged sentence

Interest earned on investments held in Trust Account

Change in fair value of derivative liability

Changes in operating assets and liabilities:

Prepaid expenses

Accrued offering costs and expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investment held in Trust Account

Cash deposited in Trust Account

Cash withdrawn from Trust to pay redeemed public shareholders

Net cash provided by (used in) investing activities

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from sale of public units

Proceeds from sale of Private Placements units

Proceeds from issuance of ordinary shares to underwriter

Proceeds from related party

Proceeds of convertible note - related party

Advances from target company

Payment of underwriter compensation

Repayment of promissory note - related party

Payment of offering costs

Payment to redeemed public shareholders

cash provided by (used in) financing activities

Net Changes in Cash

Proceeds from target company

Net cash provided by financing activities

Changes in Cash

Cash - Beginning of period

1 unchanged sentence

Supplemental Disclosure of Non-cash Financing Activities:

Conversion of Class B to Class A shares

Initial classification of common stock subject to possible redemption

Accretion of additional paid in capital to accumulated deficit

Change in value of Class A common stock subject to possible redemption

Deferred underwriting fee payable

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 August 31, 2025, the Company had not commenced any operations.

All activities through August 31, 2025 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.

The Company 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.

As of February 28, 2026, the Company had

not commenced any operations.

All activities through February 28, 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.

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 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.

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

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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 fourth quarter of 2025.

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 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.

2025 Extraordina ry General Meeting

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

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension.

Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $ 150,000 for each such one-month extension into Black Hawk’s Trust Account.

On July 15, 2025, Black Hawk exercised its first extension by depositing $ 150,000 into the Trust Accou nt to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025.

On July 23, 2025, August 25, 2025, and September 23, 2025, the Company deposited $ 150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.

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.

Going Concern Consideration

As of August 31, 2025, the Company had $ 15,000 in cash and working capital deficit of $ 901,638 .

As of February 28, 2026, the Company had $ 178,407 in cash and working capital deficit of $ 2,105,080 .

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).

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and worldwide.

As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

As a result of these circumstances and the ongoing global conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

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Basis of Presentation

The accompanying unaudited consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”).

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

In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on February 7, 2025.

The interim results for the three and nine months ended August 31, 2025 are not necessarily indicative of the results that may be expected through November 30, 2025 or for any future periods.

The accompanying unaudited consolidated financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the of the Securities and Exchange Commission (“SEC”).

Accordingly, they do not

include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited financial statements reflect

all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the

periods presented.

They should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March

The interim results for the three months ended February 28, 2026 are not necessarily indicative of the results that may

be expected through November 30, 2026 or for any future periods.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries.

All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

The accompanying unaudited consolidated

financial statements include the financial statements of the Company and its wholly owned subsidiaries.

All transactions and

balances among the Company and its subsidiaries have been eliminated upon consolidation.

Emerging Growth Company

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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 $ 15,000 and $ 264,842 in cash and none in cash equivalents as of August 31, 2025 and November 30, 2024, respectively.

The Company had $ 178,407 and $ 39,521 in cash and none in cash equivalents as of February 28, 2026 and November 30, 2025, respectively.

Investments Held in Trust Account

As of August 31, 2025 and November 30, 2024, the Company had $ 23,296,572 and $ 71,829,264 in investments held in the Trust Account comprised of money market funds that invest in U.S.

As of February 28, 2026 and November 30, 2025, the Company had $ 24,640,591 and $ 23,827,149 in investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

12 unchanged sentences

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 August 31, 2025.

There were no unrecognized tax benefits, and no amounts accrued for interest and penalties as of February 28, 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.

3 unchanged sentences

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 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 August 31, 2025, 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.

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 February 28, 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.

Schedule of basic income (loss) per share

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Basic and diluted net income per share

Nine Months Ended

Basic and diluted net per share

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share

Concentration of Credit Risk

44 unchanged sentences

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 Class B ordinary shares, $ 0.0126 par value per ordinary share.

As of August 31, 2025 and November 30, 2024, there were 1,725,000 Founder Shares issued and outstanding.

As of February 28, 2026 and November 30, 2025, there were 1,725,000 Founder Shares issued and 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.

2 unchanged sentences

However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares or the private placement units (or any shares of ordinary shares thereunder) shall be permitted to participate.

Due from Related Party

The Company reimbursed the Sponsor for its payment of $ 30,900 professional fees to a service provider which is no longer engaged by the Company.

The amount was unsecured, interest-free and due on demand, which was offset with the repayment of the Promissory Note on March 25, 2024.

As of August 31, 2025 and November 30, 2024, the Company had no amount due from related party.

Promissory Note — Related Party

On October 16, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $ 250,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”).

The Promissory Note is unsecured, interest-free and due on the earlier of:

(i) September 30, 2024 or (ii) the date on which the Company closes the IPO.

The entire loan amount was repaid by the Company on March 25, 2024.

The Company had no borrowings under the Promissory Note as of August 31, 2025 and November 30, 2024.

Convertible Note — Related Party

On June 13, 2025, the Company issued a

convertible note to the Sponsor in the amount of up to $ 350,000

to be used for working capital and extension fee purposes (“Convertible Note”).

The Convertible Note provides the

Sponsor with the option to convert any unpaid principal and accrued interest into ordinary shares of the Company upon consummation

of a Business Combination.

It is unsecured with a 6 %

annual interest rate and is due on the earlier of the date on which the Company consummates a business combination, or the

liquidation date as may be approved by the Company’s stockholders.

Conversion price per share shall be the most favorable

price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the

DeSPAC transaction to any third party during the thirty-six (36) months immediately preceding the date of conversion.

Because the conversion price is variable and based on the valuation of equity securities issued by the target company, management determined

that the embedded conversion option does not meet the equity scope exception under ASC 815-40.

Accordingly, the conversion feature has

been bifurcated from the debt host and recorded as a derivative liability at fair value, with subsequent remeasurement through earnings

At issuance of the Convertible Note on June 13, 2025, the Company recorded

a debt discount of $ 3,244 based on the fair value of the conversion option, representing the difference between the face value of the

Convertible Note and its initial carrying amount.

The discount of $ 3,244 will be amortized to interest expense over the expected term

of the debt, which is approximately six months from the issue date (see Note 8 — Fair Value Measurements).

As of August 31, 2025, the derivative liability associated with the Convertible Note was measured at $ 2,140 , compared to

an initial fair value of $ 3,244 at issuance, resulting in a non-cash gain of $ 1,104 recognized in “Change in fair value of derivative

liability” in the accompanying unaudited consolidated statement of operations.

Additionally, the Company

incurred and accrued approximately $ 3,320

for the three months and nine months ended August 31, 2025, respectively.

As of August 31, 2025 and November 30, 2024, the Company

had $ 350,076

(including $ 3,320

accrued interest) and $ 0

balance outstanding under the Convertible Note.

Convertible Notes — Related Party

On June 13, 2025, September 23,

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

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

collectively, the “Convertible Notes”), each

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

As of February 28, 2025, the Company had drawn

$1,000,000 under the three Convertible Notes.

The June Note bears interest at 6% per annum and

both the September Note and February 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.

The conversion price for both the June and

September Convertible Notes was defined as the most favorable price per share, conversion rate, or valuation assigned to any equity

securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36)

months preceding conversion.

Because the conversion price was variable and based on the valuation of equity securities issued by the

target company, the embedded conversion feature did not qualify for the equity scope exception under ASC 815-40.

Accordingly, the

conversion feature was bifurcated and recorded as a derivative liability at fair value, with changes in fair value recognized in

On September 30, 2025, the Convertible Notes were

modified such that the conversion feature became 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 modification, the conversion option met the equity scope exception under ASC 815-40, and the Convertible Notes were accounted for

as debt with no further fair value remeasurement.

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.

As of February 28, 2026 and November 30, 2025,

there was no derivative liability outstanding.

As of February 28, 2026, the outstanding principal

balance under the Convertible Notes was $ 997,366 , 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 .

Convertible Note

In June 2025,

the Company issued a convertible promissory note that includes an embedded conversion feature.

The Company evaluated the conversion feature

under ASC 815 and concluded that it is not clearly and closely related to the host debt instrument and does not qualify for equity classification.

Accordingly, the embedded conversion feature was bifurcated and accounted for as a derivative liability, initially measured at fair value

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

The derivative liability is

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.

Convertible Note

In September 2025, the Company amended the terms of

its previously issued convertible note (the “Amendment”), which modified certain conversion features and related terms.

Company evaluated the Amendment under ASC 470-50 and ASC 815 and determined that the changes did not result in an extinguishment of the

original debt instrument.

Accordingly, the Amendment was accounted for as a modification, with the conversion feature qualifies for the

equity scope exception under ASC 815-40, as it is indexed to the Company’s own stock.

Accordingly, from that point forward, it is

no longer accounted for as a derivative liability and no subsequent fair value remeasurement is required.

2026 Convertible Note

The February 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.

Related Party Loans

3 unchanged sentences

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

As of August 31, 2025 and November 30, 2024, the Company had no borrowings under the working capital loans.

As of February 28, 2026 and November 30, 2025, the Company had no borrowings under the working capital loans.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO 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.

The Company incurred $ 30,000 and $ 90,000 for the three months and nine months ended August 31, 2025, respectively.

The entire amount was paid to the Sponsor, and as such, there was no amount due to the Sponsor as of August 31, 2025.

The Company entered into an Administrative

Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO

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.

The Company incurred $ 30,000

the three months ended February 28, 2026, of which $ 5,000

was due to the Sponsor as of February 28, 2026.

Included in the accompany accounts payable and accrued expenses.

Note 6 — Commitments and Contingencies

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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 excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of August 31, 2025.

The underwriters did not exercise the over-allotment option, as such, there was no liability accrued on the balance sheet as of February 28, 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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and outstanding.

As of August 31, 2025 and November 30, 2024, there were 2,029,500

As of February 28, 2026 and November 30, 2025, there were 2,029,500

Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 6,900,000 Class A ordinary shares subject to

redemption as of August 31, 2025 and November 30, 2024, respectively).

redemption as of February 28, 2026 and November 30, 2025, respectively).

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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Accordingly, holders of the rights might not receive the shares of Class A Ordinary Share underlying the rights.

Note 8 — Due to Target Company

In connection with the Extension, the Vesicor

agreed to contribute half the Extension Payment and certain merger costs.

For the three months ended February 28, 2026 and 2025.

Vesicor contributed $ 440,988 and $ 0 , respectively.

The amount provided is interest free and will be reimbursed by the surviving company’s

common stock upon closing of the business combination.

As of February 28, 2026 and November 30, 2025, $ 1,015,988 and $ 575,000 were outstanding, respectively.

Note 9 — Fair Value Measurements

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Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of August 31, 2025 and November 30, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following tables present information about

the Company’s assets that are measured at fair value on a recurring basis as of February 28, 2026 and November 30, 2025, and

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

Schedule of Assets measured at fair value on a recurring basis

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Investments held in Trust Account

Active Markets

Derivative liability -Convertible Note conversion option

Active Markets

Derivative liability -Convertible Note conversion option

The fair value of the conversion feature was estimated

at the as converted value at August 31, 2025 and initial measurement date of June 13, 2025 to be $2,140 and $3,244, respectively.

binomial tree model was used based on the following key assumptions:

Schedule of fair value assumptions

At Issuance

At August 31,

Time to maturity (in year)

Business combination success rate

Expected Volatility

Expected dividend yield

Risk-free rate

The following table presents the changes in the

fair value of the Level 3 Derivative liability -Convertible Note conversion option:

Schedule of Convertible Note conversion option

Fair value as of November 30, 2024

Initial recognition at issuance (June 13, 2025)

Change in valuation recognized in earnings

Fair value as of August 31, 2025

Note 10 — Segment Information

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Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

The Company’s chief operating decision

maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as

a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating and reportable segment.

The CODM assesses performance for the single segment and decides how

to allocate resources.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s

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

Schedule of segment information

Three Months Ended

Nine Months Ended

General and administrative expenses

Interest earned on investments held in Trust Account

The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

The key measures of segment profit or loss

reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account.

administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to

complete a business combination within the business combination period.

General and administrative expenses include audit expenses, legal expenses,

insurance expenses, and trust service expenses, none of which are deemed to be significant segment expenses and are reviewed in aggregate

to ensure alignment with budget and contractual obligations.

Interest earned on investments held in Trust Account are

reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account

funds while maintaining compliance with the trust agreement.

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued.

Based on the review, management identified the following material subsequent event requiring disclosure in the financial statements.

On September 23, 2025, the Company issued a convertible

note to the Sponsor in the amount of up to $ 350,000 to be used for working capital and extension fee purposes (“September Convertible

The September Convertible Note is unsecured with a 10% annual interest rate commencing on September 10, 2025, and continuing

for a period of one year.

It is due on the earlier of the date on which the Company consummates a business combination, or the liquidation

date as may be approved by the Company’s stockholders.

Conversion price per share shall be the most favorable price per share, conversion

rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third

party during the thirty-six (36) months immediately preceding the date of conversion.

On September 23, 2025, the Company deposited $ 150,000

to the Trust Account to extend the Business Combination Period to October 22, 2025.

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up the date that the financial statement was issued.

Based on the review as further disclosed

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

On March 31, 2026, the Company received a notice

from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market

value of listed securities (“MVLS”) had been below the $ 50,000,000 minimum required for continued listing on the Nasdaq Global

Market under Nasdaq Listing Rule 5450(b)(2)(A) for the previous 30 consecutive business days.

The notice provides the Company with 180

calendar days, or until September 28, 2026, to regain compliance.

To regain compliance, the Company’s MVLS must close at $ 50,000,000

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

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

27 unchanged sentences

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 Business Combination is expected to be completed by the fourth quarter of 2025.

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 second 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.

Change of Board of Directors

6 unchanged sentences

Extraordinary General Meeting

Black Hawk 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 Black Hawk’s Second Amended and Restated Memorandum and Articles of Association to allow Black Hawk to extend the deadline for the Combination Period by up to twenty-one (21) one-month extensions, from June 22, 2025 (the “Termination Date”) to March 22, 2027, for a maximum of 36 months from the date of the IPO;

(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, Black Hawk 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, Black Hawk 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 Black Hawk’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

On July 7, 2025, Black Hawk 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, Black Hawk 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 Black Hawk and Continental Stock Transfer & Trust Company.

Black Hawk 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.

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.

Extension Payment

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension.

Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $150,000 for each such one-month extension into Black Hawk’s Trust Account.

On July 15, 2025, Black Hawk exercised its first extension by depositing $150,000 into the Trust Account to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025.

On July 23, 2025, August 25, 2025 and September 23, 2025, the Company deposited $150,000 into the Trust Account each time to extend the deadline to complete the Business Combination to October 22, 2025.

Results of Operations

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

Our only activities from September 28, 2023 (inception) through August 31, 2025, 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 expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

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 $494,562 and a decrease in fair value of derivative liability of $1,104.

For the three months ended

August 31, 2024, we had net income of $883,767, which consisted of general and administrative expenses of $54,903, related party

administrative fees of $30,000, offset by interest income of $968,670.

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, 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.

For the nine months

ended August 31, 2024, we had net income of $1,164,002, which consisted of general and administrative expenses of $420,863, related

party administrative fees of $53,945, offset by interest income of $1,638,810.

Change in Fair Value of Derivative Liability

For the nine months ended August 31, 2025, the

Company recognized a non-cash gain of $1,104 related to the change in fair value of the derivative liability associated with the Sponsor’s

Convertible Note.

The derivative liability represents the fair value of the embedded conversion feature, which was measured using the

Binomial-Tree model under ASC 820, Fair Value Measurement.

The change in fair value primarily reflects the

passage of time and updated valuation inputs, including risk-free interest rate and expected volatility assumptions, rather than any

change in the underlying terms of the instrument.

Because this item is non-cash in nature, it does not impact the Company’s liquidity,

cash flows, or ability to fund ongoing operations.

Future changes in market conditions or volatility assumptions could result in additional

non-cash gains or losses through earnings until the Convertible Note is either converted or settled.

Liquidity and Capital Resources

On March 22, 2024, we consummated our IPO of 6,900,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of our IPO, we consummated the sale of 235,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,355,000.

Upon the closing of the IPO and the private placement on March 22, 2024, a total of $69,345,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

government treasury obligations.

We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon consummation of our initial business combination.

To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of August 31, 2025, we had cash of $15,000

and a working capital deficit of $901,638.

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.

Although certain of the Company’s initial shareholders, officers and directors or

their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in

their sole discretion, there is no guarantee that the Company will receive such funds.

The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

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 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.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of August 31, 2025.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO 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.

Underwriting Agreement

Upon closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Additionally, we issued the underwriters 69,000 shares common stock, or the representative shares, at the closing of the IPO as part of representative compensation.

Business Combination Agreement

On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date.

The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “ Domestication ”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor.

At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement.

The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.

Critical Accounting Policies and Estimates

The 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.

Hawk 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.

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.

of Operations

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

Our only activities from September 28, 2023 (inception)

through February 28, 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.

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

We expect to incur

increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

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

the three months ended February 28, 2026, we had net income of $139,805, which consisted of general and administrative expenses of

$24,189, related party administrative fees of $30,000, interest expense of $19,449 offset by interest income of $213,442.

the three months ended February 28, 2025, we had net income of $658,379 which consisted of general and administrative expenses of

$78,769, related party administrative fees of $30,000, offset by interest income of $767,148.

and Capital Resources

March 22, 2024, we consummated our IPO of 6,900,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds

of $69,000,000.

Simultaneously with the closing of our IPO, we consummated the sale of 235,500 Private Placement Units at a price of

$10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,355,000.

the closing of the IPO and the private placement on March 22, 2024, a total of $69,345,000 was placed in a trust account (the “Trust

Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S.

treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S.

treasury obligations.

intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account,

in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts

and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon

consummation of our initial business combination.

To the extent that our capital stock is used in whole or in part as consideration to

effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended

will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety

of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research

and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which

we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

As of February 28,

2026, we had cash of $178,407 and a working capital deficit of $2,105,080.

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.

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

on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their

representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate

and complete a business combination.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees

for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop”

provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or

investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we

do not have any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a

target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based

on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether

as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due

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.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of February 28, 2026.

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

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

Administrative

Services Agreement

Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date

of the registration statement of IPO 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.

closing of a Business Combination, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,415,000.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete

a Business Combination, subject to the terms of the underwriting agreement.

Additionally, we issued the underwriters 69,000 shares common

stock, or the representative shares, at the closing of the IPO as part of representative compensation.

Combination Agreement

April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among

Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware

corporation on the day that is one (1) Business Day prior to the Closing Date.

The Business Combination Agreement provides, among other

things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and

transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware

corporation (the “ Domestication ”), and (ii) following the Domestication,

Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the

listed company on the Nasdaq Stock Market and change its name to Vesicor.

At the effective time of the Proposed Transaction, Vesicor’s

shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to

the consideration ratio as further specified in the Business Combination Agreement.

The shares held by certain Vesicor’s shareholders

will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain

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.

We have not identified any critical accounting policies and estimates.

Recent Accounting Standards

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

Off-Balance Sheet Arrangements;

Accounting Standards

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.

Sheet Arrangements;

Commitments and Contractual Obligations;

Quarterly Results

As of August 31, 2025, 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.

On April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

of February 28, 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.

April 5, 2012, the JOBS Act was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will

be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions,

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over

financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may

be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information

about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related

items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median

employee compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering

or until we are no longer an “emerging growth company,” whichever is earlier.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

required for smaller reporting companies.

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