Black Hawk discloses missed trust deposits amid pending Vesicor merger

Black Hawk Acquisition Corporation disclosed in its proxy statement/prospectus that it missed the original due dates for two monthly trust account extension payments tied to its pending business combination with Vesicor Therapeutics, Inc.

The November 2025 extension payment of $150,000 was due on November 22, 2025, with a 45-day cure period expiring January 6, 2026, but the payment was not made until January 28, 2026, after the cure period had expired.¹ Similarly, the December 2025 payment of $150,000 was due December 22, 2025, with its cure period expiring February 5, 2026, and the payment was made February 13, 2026, also after the cure period lapsed.¹

The January 2026 payment was handled differently. That $150,000 payment was due January 22, 2026, with a cure period expiring March 8, 2026, and it was made on February 13, 2026, together with the December payment, within the applicable cure period.¹ All extension payments from February through August were made on a timely basis.¹

Black Hawk and Vesicor said they believe the late payments were cured under the Trust Agreement, but acknowledged that the failure to timely make the November and December 2025 payments constituted a breach of the extension provisions of the company's charter and trust agreement.¹ Had the payments not been cured within the applicable periods, Black Hawk would have been required to cease operations and liquidate.¹ Black Hawk did not commence liquidation proceedings and continues to pursue the business combination, though the company noted there is no assurance a court would not later determine liquidation was required.¹

Black Hawk said a court could conclude liquidation should have been initiated, and that the company and its directors could face claims related to the delayed payments and the decision not to liquidate.¹