Black Hawk Acquisition Corp Announces Financing Agreements for Vesicor Merger

What Happened

• Black Hawk Acquisition Corporation (BKHA) filed an 8‑K on Sept. 24, 2026 reporting that, on Sept. 22, 2026, it and Vesicor Therapeutics entered several financing and related agreements with Meteora Select Trading Opportunities Master, LP in connection with BKHA’s previously announced business combination with Vesicor (the Business Combination). Under the Business Combination Agreement (dated Apr. 26, 2025), BKHA will domesticate as a Delaware corporation and change its name to Vesicor Therapeutics Holdings, Inc. (PubCo), with Vesicor becoming a wholly owned subsidiary.

Key Details

• Forward Purchase Agreement: up to 1,350,000 shares (maximum), initial reset price $10.00/share, valuation date 36 months after closing; PubCo receives a prepayment from the trust account at closing and Meteora may later pay cash based on VWAP for remaining shares.
• Non‑Redemption/Backstop: Meteora agreed (best efforts) to beneficially own and not redeem up to 2,124,077 shares; PubCo will pay Meteora cash from the trust account at closing equal to the final per‑share redemption price less $0.75 for each such share.
• Subscription Agreement: Meteora may purchase Additional Shares up to the Forward maximum (subject to a 9.9% ownership cap unless waived), expected to occur at or just after closing.
• Standby Equity Purchase Agreement (SEPA): PubCo may sell up to $200.0 million of common stock to Meteora over a ~36‑month commitment (extendable); ordinary advances generally priced at ~97% of market; initial beneficial ownership cap 4.9% (may be raised to 9.9%); no minimum usage or non‑usage fee.
• Convertible note mechanics (pre‑paid advances option): possible funding at 85% of face (15% discount), 12‑month maturity, 0% interest absent default (rises on default), conversion formulas tied to VWAP with specified floors and adjustments.
• Fees & expenses: commitment fee equal to 0.50% of $200M (cash or shares election); reimbursement of documented Meteora expenses capped at $75,000 in aggregate (shared among agreements).
• Registration Rights: PubCo must file a resale registration statement within 60 days of closing and use commercially reasonable efforts to have it effective within 60 days; the initial filing must cover at least the greater of 10,000,000 shares and 300% of shares issuable on outstanding notes (subject to SEC rules).

Why It Matters

• These agreements provide multiple potential sources of capital and backstop support tied directly to the planned merger with Vesicor, reducing financing risk at closing and for up to several years after the deal.
• The arrangements can affect dilution, stock resale availability, and near‑term cash flows from the trust (prepayments at closing). Investors should note the size limits (1.35M forward shares, $200M SEPA), ownership caps (initial 4.9%/9.9% thresholds), and the registration timing requirements that affect when shares can be resold.
• No earnings or officer changes were reported; the filing focuses on financing terms and obligations related to completing and supporting the Business Combination.