Black Hawk Acquisition Corp 8-K, filed Oct 13, 2026
Black Hawk Acquisition Corp (BKHA)
About this 8-K
Black Hawk Acquisition Corp filed this 8-K on October 13, 2026.
Black Hawk Acquisition Corporation shareholders approved all eight proposals, including the business combination with Vesicor Therapeutics, Inc. and Delaware domestication. Holders redeemed 2,089,162 shares for $25,153,510.48 at approximately $12.04 per share. AI summary
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Item 5.07 Submission of a Matter to a Vote of Security Holders.
On October 13, 2026, Black Hawk Acquisition Corporation (the “Company”) held an extraordinary general meeting of Shareholders (the “Extraordinary General Meeting”). The record date for shareholders entitled to notice of and to vote at the Extraordinary General Meeting was September 1, 2026. As of the record date, 4,153,577 ordinary shares were issued and outstanding and entitled to vote at the Extraordinary General Meeting. Of these shares, 3,211,516 shares, representing approximately 77.3% of the outstanding ordinary shares entitled to vote, were present by virtually or represented by proxy at the Extraordinary General Meeting, constituting a quorum.
At the Extraordinary General Meeting, shareholders voted on eight proposals, each of which is described in greater detail in the Company’s definitive proxy statement. The final voting results for each proposal are set forth below:
Proposal 1 – Business Combination Proposal
The Company’s shareholders approved, by ordinary resolution, the Business Combination Agreement, dated as of April 26, 2025 (as amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, Vesicor Therapeutics, Inc. (“Vesicor”) and BH Merger Sub, Inc., and the transactions contemplated thereby (the “Business Combination Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,191,351 | 20,165 | 0 |
Proposal 2 – Domestication Proposal
The Company’s shareholders approved, by special resolution, the transfer of the Company by way of continuation out of the Cayman Islands and its domestication as a corporation in the State of Delaware (the “Domestication Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,191,351 | 20,165 | 0 |
Proposal 3 – Organizational Documents Proposal
The Company’s shareholders approved, by special resolution, the adoption, effective upon the Domestication, of the proposed certificate of incorporation and bylaws of the Company (the “Organizational Documents Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,191,351 | 20,165 | 0 |
Proposal 4 – Director Election Proposal
The Company’s shareholders elected, by ordinary resolution, five directors to serve on the board of directors of the Company following the Business Combination (the “Director Election Proposal”). The votes cast for each nominee were as follows:
| Director Nominee | For | Against | Abstain | |||
| Luo Feng | 3,191,351 | 20,165 | 0 | |||
| Warren Hosseinion | 3,191,351 | 20,165 | 0 | |||
| Frederick Woodruff Field | 3,191,351 | 20,165 | 0 | |||
| Oded Levy | 3,191,351 | 20,165 | 0 | |||
| Qi Ouyang | 3,191,351 | 20,165 | 0 |
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Proposal 5 – Nasdaq Proposal
The Company’s shareholders approved, by ordinary resolution, for purposes of complying with applicable Nasdaq listing rules, the issuance of shares of common stock of the Company following the Domestication in connection with the Business Combination (the “Nasdaq Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,191,352 | 20,164 | 0 |
Proposal 6 – Incentive Plan Proposal
The Company’s shareholders approved, by ordinary resolution, the Vesicor Therapeutics Holdings, Inc. 2026 Equity Incentive Plan (the “Incentive Plan Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,102,603 | 20,164 | 88,749 |
Proposal 7 – NTA Proposal
The Company’s shareholders approved, by special resolution, an amendment of the Company’s memorandum and articles of association to remove the requirement that the Company maintain net tangible assets of at least $5,000,001 upon consummation of a business combination (the “NTA Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,191,351 | 20,165 | 0 |
Proposal 8 – Adjournment Proposal
The Company’s shareholders approved, by ordinary resolution, the adjournment the Extraordinary General Meeting to a later date or dates, if necessary or desirable, as determined by the Company’s board of directors (the “Adjournment Proposal”). The votes cast were as follows:
| For | Against | Abstain | ||
| 3,141,351 | 70,165 | 0 |
All eight proposals were approved by the requisite shareholder vote. In connection with the approval of the NTA Proposal, the Company intends to file an amendment to its current amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands promptly following the Extraordinary General Meeting.
In connection with the Extraordinary General Meeting, holders of 2,089,162 ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account, for an aggregate redemption amount of $25,153,510.48, representing a per-share redemption price of approximately $12.04. The Company is not permitting reversals of redemption elections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Black Hawk Acquisition Corporation
| By: | /s/ Kent Louis Kaufman | |
| Name: | Mr. Kent Louis Kaufman | |
| Title: | Chief Executive Officer | |
| Date: October 13, 2026 | ||
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