Black Hawk Acquisition and Vesicor sign financing deals with Meteora ahead of merger

On September 22, 2026, Black Hawk Acquisition Corporation and Vesicor Therapeutics, Inc. entered into a series of financing and related agreements with Meteora Select Trading Opportunities Master, LP in connection with the company's previously announced business combination with Vesicor.¹ Under the existing business combination agreement dated April 26, 2025, the company will domesticate as a Delaware corporation and change its name to "Vesicor Therapeutics Holdings, Inc.," with Vesicor becoming a wholly owned subsidiary of that new entity.¹

The Forward Purchase Agreement covers a share forward transaction with respect to up to 1,350,000 shares, subject to an upward adjustment upon the occurrence of certain dilutive offerings.¹ The initial price will equal the per-share redemption price payable to holders of the company's public ordinary shares in connection with the business combination.¹ Unless extended by mutual written consent, the valuation date under the agreement will occur 36 months after the closing of the business combination.¹

Separately, under 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.¹

Meteora also agreed under a Subscription Agreement 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.¹

Additionally, the Standby Equity Purchase Agreement gives the future combined company 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.¹ A related 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.¹