As confidentially submitted with the U.S. Securities and Exchange Commission on August 1, 2025.

This draft registration statement has not been publicly filed with the U.S. Securities and Exchange
Commission and all information herein remains strictly confidential.

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Name, address, including zip code and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The information in this preliminary proxy statement/prospectus is not complete and may be changed. PubCo may not issue the securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS - SUBJECT TO COMPLETION, DATED [*], 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
BLACK HAWK ACQUISITION CORPORATION AND PROSPECTUS FOR SHARES OF COMMON STOCK,
CONTINGENT STOCK RIGHTS, WARRANTS, AND SHARES UNDERLYING WARRANTS OF PUBCO

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND

RENAMING AS VESICOR THERAPEUTICS HOLDINGS, INC. IN CONNECTION WITH THE DOMESTICATION)

You are cordially invited to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of Black Hawk Acquisition Corporation (“Black Hawk,” “SPAC,” “we,” “our”, or “us”), which will be held at [*] a.m./p.m., Eastern Time, on [*], 2025, at Black Hawk’s office at [*] [and virtually via live webcast]. You or your proxyholder will be able to attend and vote at the live webcast of the Extraordinary General Meeting by visiting [*] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the live webcast of the Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

On April 26, 2025, Black Hawk entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor Therapeutics, Inc., a California corporation (which 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 (as defined below) (the “Vesicor”), and BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) Black Hawk 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 be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk (the “Merger”) (prior to the Domestication, Black Hawk shall be referred to herein as “Parent”, and at and after the Domestication, “PubCo”). The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Business Combination;” and the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.” Upon the closing of the Business Combination, PubCo, as the public company, will change its name to Vesicor Therapeutics Holdings, Inc. and PubCo plans to remain Nasdaq-listed under a new ticker symbol. A copy of the Business Combination Agreement is appended to the accompanying proxy statement/prospectus as Annex A.

The Domestication will occur on the day that is one (1) business day prior to the Closing Date. Upon the Domestication and Closing, it is anticipated that Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk, and Black Hawk is referred to herein as PubCo as of the time following the Domestication.

Before the Domestication, the Parent’s capitalization consists of Black Hawk Ordinary Shares, Black Hawk Rights, and Black Hawk Units, collectively (all defined below). “Black Hawk Ordinary Shares” means Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares. “Black Hawk Rights” means the issued and outstanding rights of Black Hawk, each such right shall convert into one share of PubCo Common Stock at the closing of a business combination. “Black Hawk Unit” means each outstanding unit consisting of one Class A ordinary share and one-fifth (1/5) of one Black Hawk Right. Following the Domestication, PubCo’s capitalization shall consist of common stock, par value $0.0001 per share (the “PubCo Common Stock”).

Upon the Domestication, every issued and outstanding Black Hawk Class A Ordinary Share and Black Hawk Class B Ordinary Share shall convert automatically, on a one-for-one basis, into one share of PubCo Common Stock.

On the day of the Closing, the Merger will occur. At the effective time of the Merger, each share of the PubCo’s capital stock that is owned by PubCo as treasury shares immediately prior to the effective time of the Merger shall be canceled and extinguished without any conversion thereof to receive a number of shares of PubCo Common Stock equal to the Consideration Ratio (as defined below). Additionally, (i) each share of Vesicor’s common stock, no par value per share (the “Vesicor Common Stock”), will be converted into one share newly issued shares of PubCo Common Stock in accordance with the terms of the Business Combination Agreement; and (ii) each outstanding unexercised warrants to purchase shares of Vesicor Common Stock (each a “Vesicor Warrant”) will be assumed by PubCo and converted into a warrant to purchase a number of shares of PubCo Common Stock, with the same terms, conditions, vesting schedules, and other provisions as were applicable to the corresponding Vesicor Warrant immediately prior to the Merger.

The “Aggregate Merger Consideration” to be issued to Vesicor selling securityholders in connection with the Merger will be determined by dividing (a) $70,000,000 (the “Equity Value”) by (b) the price (the “Redemption Price”) at which each of Black Hawk Class A Ordinary Shares may be redeemed in connection with the Business Combination. The “Consideration Ratio” is the number of shares of PubCo Common Stock to be issued in exchange for issued and outstanding Vesicor capital stock upon the Merger and is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Company Shares, as defined in the Business Combination Agreement.

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor and its affiliates in connection with the Business Combination and related transactions.

As indicated in the “Questions and Answers - What equity stake will current Public Shareholders, the Insiders and the Vesicor’s common stock stockholders (“Vesicor stockholders”) hold in PubCo immediately after the completion of the Business Combination?”, the Sponsor will have less than [ ]% of the voting power in the PubCo immediately after the Closing. [We therefore do not expect the issuances of securities listed in the above table will result in material dilution of the equity interests of non-redeeming Black Hawk Shareholders who hold Black Hawk’s securities until the consummation of the Business Combination.]

No compensation of any kind, including finder’s and consulting fees, will be paid by Black Hawk to our Sponsor, officers, directors or any of our or their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination, other than as disclosed as above and in “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Black Hawk - Contractual Obligations” and elsewhere in this proxy statement/prospectus.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the absence of specified adverse laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation; (ii) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of Black Hawk Shareholders (the “Black Hawk Shareholder Approval”) and Vesicor stockholders (the “Vesicor Stockholder Approval”); (iv) the size and composition of PubCo’s board of directors being as set forth in the Business Combination Agreement; (v) the PubCo Common Stock having been approved for listing on the Nasdaq Global Market (“Nasdaq”) as set forth in the Business Combination Agreement; (vi) the size and composition of PubCo’s board of directors will be as set forth in the Business Combination Agreement; and (vii) the receipt by Black Hawk of a fairness opinion for the Business Combination from an investment bank approved by Black Hawk.

The obligations of Black Hawk and Merger Sub to consummate the Business Combination are further subject to additional conditions, including, among other things: (i) material compliance by Vesicor with its agreements and covenants under the Business Combination Agreement; (ii) the truth and accuracy of the representations and warranties of Vesicor, subject to customary bring-down standards; (iii) no Material Adverse Effect (as defined in the Business Combination Agreement) having occurred since the date of the Business Combination Agreement that is continuing; (iv) delivery of a certificate executed by the Chief Executive Officer or Chief Financial Officer of Vesicor certifying compliance with specified closing conditions; (v) delivery of a FIRPTA certificate; (vi) the termination of certain agreements among Vesicor and its stockholders; (vii) receipt of required third-party consents; (viii) execution and delivery of Non-Competition Agreements by certain key employees of Vesicor; (ix) execution and delivery of a Lock-Up Agreement by Vesicor’s securityholders along other Ancillary Agreements to the Business Combination Agreement; and (x) Vesicor must procure a PPM Investment (defined below).

The obligations of Vesicor to consummate the Business Combination are further subject to additional conditions, including, among others,: (i) material compliance by Black Hawk and Merger Sub with their respective agreements and covenants under the Business Combination Agreement; (ii) the truth and accuracy of the representations and warranties of Black Hawk and Merger Sub, subject to customary bring-down standards and exceptions for representations not resulting in a Parent Material Adverse Effect (as defined in the Business Combination Agreement); (iii) receipt by the Vesicor of a certificate executed by an authorized officer of Black Hawk certifying compliance with certain conditions; (iv) the filing and effectiveness of PubCo’s certificate of incorporation with the Delaware Secretary of State; and (v) the execution and delivery by Black Hawk and Merger Sub of certain Ancillary Agreements to the Business Combination Agreement.

As part of obligations and as a condition to closing, Vesicor shall arrange and procure a transaction financing of an aggregate amount of not less than ten million dollars ($10,000,000.00) prior to the Closing, which financing may be in the form of cash equity investment, equity-linked instruments, debt instruments or other usual and customary forms of working capital investment, which includes, without limitation, Equity Line of Credit (“ELOC”), forward purchase shares commitments, pre-paid advance commitments or other usual and customary forms of alternative financing (“PPM Investment”). Black Hawk may, but it is not obligated to, procure a PPM Investment. As of the date of this proxy statement/prospectus, neither Vesicor nor Black Hawk has entered into any PPM Investment in connection with the Business Combination, and there can be no assurance that either Vesicor or Black Hawk will do so.

Black Hawk or Vesicor may waive one or more of the conditions to the Business Combination without recirculation of this proxy statement/prospectus or resoliciting stockholder approval. For example, the Closing of the Business Combination is conditioned upon the satisfaction or waiver of procuring a PPM Investment by Vesicor. While, as of the date of this proxy statement/prospectus, Black Hawk and Vesicor do not intend to waive this or any other condition, Black Hawk and Vesicor may ultimately determine, in their sole discretion, to waive such condition. Given that, at the time that Black Hawk stockholders are expected to vote at the Extraordinary General Meeting, it will not be known whether the PPM Investment will close in a timely manner or at all, it is possible that Black Hawk may determine to consummate the Business Combination even if Vesicor does not obtain the PPM Investment prior to the Closing. In the event the Merger closes without receipt of the US$10,000,000 from the PPM Investment, the combined company would not have the same liquidity at Closing as it would have had if the condition was satisfied. See the sections entitled “Risk Factors - Risks Related to Domestication and the Business Combination - Black Hawk or Vesicor may waive one or more of the conditions to the Business Combination without recirculation of this proxy statement/prospectus or resoliciting stockholder approval.” on page [67].

Immediately after the Closing, assuming that none of the outstanding Public Shares are redeemed prior to the Closing Date, taking into account also the assumptions further described under the headings “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying proxy statement/prospectus, it is anticipated that the former Black Hawk public shareholders would own an interest of approximately [ ]% in PubCo, the Sponsor and Insiders of Black Hawk will own an interest of approximately [ ]% of PubCo. If the actual facts immediately after the Closing are different from the foregoing assumptions (which they are likely to be), the percentage ownership information set forth above will also be different. “Public Shares” means Class A Ordinary Shares sold in the IPO (including Ordinary Shares included in the overallotment units), whether they were purchased in the IPO or thereafter in the open market.

The Black Hawk Units, Class A Ordinary Shares and Black Hawk Rights are traded on Nasdaq (“Nasdaq”) under the symbols “BKHAU,” “BKHA,” and “BKHAR,” respectively. On [ ], 2025, the closing sale prices of the Black Hawk Units, Class A Ordinary Shares and Black Hawk Rights were $[ ], $[ ] and $[ ], respectively. PubCo will apply for listing, to be effective upon the Closing (acceptance of such listing is a condition to the Closing), of its PubCo Common Stocks and PubCo Right on the Nasdaq under the proposed symbols “VESI.” It is a condition to the consummation of the Merger in favor of each of Black Hawk, Vesicor and Merger Sub that the approval of the listing on Nasdaq of the additional shares of PubCo Common Stock will have been obtained and the shares of PubCo Common Stock to be issued in the transactions contemplated by the Business Combination Agreement pursuant to the Business Combination Agreement will have been approved for listing (subject to official notice of issuance) on Nasdaq. This condition is waivable but only to the extent permitted by law and only with the written waiver of each of Black Hawk, Vesicor and Merger Sub. In the event the PubCo Common Stock to be issued in the Merger is not approved for listing on Nasdaq, it is possible that Black Hawk, Vesicor and Merger Sub may mutually agree to waive the applicable condition and nonetheless proceed with the completion of the Merger. If such condition is waived, Black Hawk may not recirculate an updated proxy statement/prospectus or solicit a new vote of Black Hawk stockholders prior to proceeding with the Merger. Nasdaq has not yet made a determination with respect to this approval, and the status of such approval may not yet be known at the time that Black Hawk stockholders are expected to vote at the Extraordinary General Meeting. For additional information, please see the sections titled “Risk Factors—Risks Related to Merger— Black Hawk or Vesicor may waive one or more of the conditions to the Business Combination without recirculation of this proxy statement/prospectus or resoliciting stockholder approval.” on page [67] of this proxy statement/prospectus. On [ ], 2025, the last trading day before the date of this proxy statement/prospectus, the closing sale price of Black Hawk Class A Ordinary Shares as reported on Nasdaq was $[ ] per share. There is no assurance that PubCo will be able to satisfy the Nasdaq listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. PubCo will not have units traded following the consummation of the Business Combination.

Only holders of record of Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares (collectively, the “Ordinary Shares”) at the close of business on [*], 2025 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. Black Hawk urges you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 61 of this proxy statement/prospectus.

Black Hawk obtained a fairness opinion (the “Opinion”) provided by EntrepreneurShares LLC. which sets forth, among other things, the procedures followed, assumptions made, matters considered, and qualifications and limitations on the scope of review undertaken in rendering the Opinion, which is attached to this proxy statement/prospectus as Annex D and is hereby incorporated by reference. The Opinion confirmed that, as of April 26, 2025, the Transaction Consideration (defined below) to be issued or paid to the shareholders of Vesicor is fair from a financial point of view to Black Hawk and the shareholders of Black Hawk. The Opinion does not constitute a recommendation to the relevant directors and officers of Black Hawk or to any other persons in respect of the Business Combination, including as to how any holders of Black Hawk Class A Ordinary Shares should vote or act in respect of the Business Combination.

After careful consideration, the board of directors of Black Hawk (the “Black Hawk Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Extraordinary General Meeting is in the best interests of Black Hawk and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, its affiliates, Black Hawk officers, Black Hawk directors, or promoters, Vesicor officers or Vesicor directors and (ii) unaffiliated security holders of Black Hawk. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination and a material conflict of interest arising from the interests that the Sponsor and affiliates have in the Business Combination. See the sections entitled “Proposal 1: The Business Combination Proposal - Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Your vote is very important. To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online or in person at the Extraordinary General Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of the Black Hawk Board, I would like to thank you for your support of Black Hawk and look forward to a successful completion of the Business Combination.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR BLACK HAWK UNITS INTO THE UNDERLYING PUBLIC SHARES AND PARENT RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS -REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated __, 2025 and is first being mailed to the shareholders of Black Hawk on or about [*], 2025.

The accompanying document is the prospectus for securities of PubCo. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Extraordinary General Meeting of Black Hawk at which Black Hawk Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. This proxy statement/prospectus is available without charge to shareholders of Black Hawk upon written or oral request. This document and other filings by Black Hawk with the U.S. Securities and Exchange Commission may be obtained by either written or oral request to Black Hawk’s Chief Executive Officer, Mr. Kent Louis Kaufman, at Black Hawk Acquisition Corporation, [*] or by telephone at [*].

The U.S. Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S. Securities and Exchange Commission or “Commission”. You may obtain copies of the materials described above at the Commission’s internet site at www.sec.gov.

In addition, if you have questions about the proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact [Advantage Proxy, Inc.], the proxy solicitor for Black Hawk, at [*] (toll free) or by email at [*]. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.

Information contained on the Vesicor website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary General Meeting, or no later than [*], 2025.

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of Black Hawk Acquisition Corporation, a Cayman Islands exempted company (“Black Hawk”), will be held at [*] a.m./p.m., Eastern Time, on [*], 2025 at Black Hawk’s office at [*] [and virtually via live webcast]. You are cordially invited to attend the live webcast of the Extraordinary General Meeting by visiting [*] and using a control number assigned by Continental Stock Transfer & Trust Company. The Extraordinary General Meeting will be held for the purpose of considering and voting on the proposals described below and in the accompanying proxy statement/prospectus. To register and receive access to the live webcast of the Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus. You will not be able to vote or submit questions through the listen-only format.

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

Proposal 1 - The Business Combination Proposal - To approve, by ordinary resolution, the Business Combination Agreement dated as of April 26, 2025 attached to the accompanying proxy statement/prospectus as Annex A (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Black Hawk, Vesicor Therapeutics, Inc., a California corporation (“Vesicor”), BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”) pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and at least one day following the Domestication (as defined below), Merger Sub will merge with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk. The transactions contemplated by the Business Combination Agreement are described in more detail in the accompanying proxy statement/prospectus and are referred to as the “Business Combination.” We refer to this proposal as the “Business Combination Proposal.”

Proposal 2 - The Domestication Proposal - To approve, by special resolution, a change in the corporate domicile of Black Hawk, which will be accomplished by way of deregistering Black Hawk as an exempted company registered under the laws of the Cayman Islands and registering Black Hawk by way of continuation and domestication as a corporation under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected at least one day prior to the Closing by Black Hawk filing a certificate of corporate domestication and the proposed new certificate of incorporation of PubCo, as the post-Business Combination company (the “Proposed Certificate of Incorporation”) with the Secretary of State of the State of Delaware and filing an application to deregister with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Black Hawk will continue as a Delaware corporation and under the corporate name “Vesicor Therapeutics Holdings, Inc.” (“PubCo”). All outstanding securities of Black Hawk will convert into outstanding securities of PubCo as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

Proposal 3 - The Organizational Documents Proposal - To approve by special resolution and adopt with effect from the Domestication the Proposed Certificate of Incorporation and the Proposed Bylaws of PubCo, as the post-Business Combination company (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Organizational Documents”) in connection with the Domestication. The form of each of the Proposed Certificate of Incorporation and the Proposed Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

Proposal 4 - The Director Proposal - To approve, by ordinary resolution, the election of directors to serve on the PubCo board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

Proposal 5 - The Nasdaq Proposal - To approve, by ordinary resolution, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of common stock of PubCo in connection with the Business Combination. We refer to this proposal as the “Nasdaq Proposal.”

Proposal No. 6 - The Incentive Plan Proposal - To approve, by ordinary resolution, the PubCo 2025 Equity Incentive Plan (the “2025 EIP”). A form of the 2025 EIP is attached to the accompanying proxy statement/prospectus as Annex F. We refer to this proposal as the “Incentive Plan Proposal.”

Proposal 7 - The Adjournment Proposal - To approve, by ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the Black Hawk Board, to permit further time to consummate the Domestication and the Business Combination. We refer to this proposal as the “Adjournment Proposal.”

Approval of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the Organizational Documents Proposal, and the Incentive Plan Proposal are conditions to the closing of the Business Combination. The Business Combination will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal and the Incentive Plan Proposal are approved at the Extraordinary General Meeting. Each of the required Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

The approval of each of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under the Companies Act and the Memorandum and Articles of Association, being the affirmative vote of at least two-thirds of the votes cast by the holders of the issued capital stock, voting together as a single class, who are present in person, virtually or represented by proxy and entitled to vote on the Domestication Proposal and the Organizational Documents Proposal, respectively, at the Extraordinary General Meeting.

The approval of each of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued capital stock, who are present in person, virtually or represented by proxy and entitled to vote on the respective proposal at the Extraordinary General Meeting.

The proposals being submitted for a vote at the Extraordinary General Meeting are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. Black Hawk urges you to read carefully the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the Black Hawk Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Extraordinary General Meeting is in the best interests of Black Hawk and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

The existence of financial and personal interests of Black Hawk’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Black Hawk and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Proposal 1: The Business Combination Proposal - Interests of Black Hawk’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Record Date for the Extraordinary General Meeting is [*], 2025. Only holders of record of Ordinary Shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting.

The Black Hawk Units, Class A Ordinary Shares and Rights are traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “BKHAU,” “BKHA,” and “BKHAR,” respectively. PubCo will apply for listing, to be effective at the time of the Business Combination, of the PubCo Common Stocks on the Nasdaq under the proposed symbols “VESI.” There is no assurance that PubCo will be able to satisfy the Nasdaq listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. PubCo will not have units traded following the consummation of the Business Combination.

Pursuant to the Current Charter, a Public Shareholder (as defined in the proxy statement/prospectus) may request that Black Hawk redeem all or a portion of its Public Shares (as defined in the proxy statement/prospectus) for cash if the Business Combination is consummated. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. A Public Shareholder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders of Black Hawk Units must elect to separate the underlying shares and rights prior to exercising redemption rights with respect to the Public Shares. If holders hold their Black Hawk Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Black Hawk Units into the underlying shares and rights, or if a holder holds Black Hawk Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, Black Hawk will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with Black Hawk’s initial public offering (“IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Black Hawk to fund Regulatory Withdrawals and/or to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. As of [*], 2025, this would have amounted to approximately $[*] per Public Share. If a Public Shareholder exercises its redemption rights, it will be exchanging such shareholder’s Public Shares for the right to receive such shareholder’s pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS - REDEMPTION RIGHTS” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the prior consent of Black Hawk Board. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. Black Hawk urges you to read the accompanying proxy statement/prospectus carefully.

If you have any questions or need assistance voting your Ordinary Shares, please contact Black Hawk’s proxy solicitor, [Advantage Proxy, Inc.] This notice of the Extraordinary General Meeting and the proxy statement/prospectus are available at the SEC’s website at www.sec.gov.

Unless otherwise stated or unless the context otherwise requires, prior to the Business Combination, the terms “we,” “us,” “our,” and “Black Hawk” refer to Black Hawk Acquisition Corporation. Following the Business Combination, the terms “we,” “us” and “our” refer to PubCo. Prior to the Domestication, Black Hawk is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to Black Hawk Shareholder Approval, Black Hawk will be a corporation incorporated under the laws of the State of Delaware and will be renamed “Vesicor Therapeutics Holdings, Inc.” Following the Domestication, Black Hawk is referred to in this document as PubCo.

“2025 EIP” means the PubCo 2025 Equity Incentive Plan, which will become effective upon the Closing. A copy of the 2025 EIP is attached to this proxy statement/prospectus as Annex F.

“Ancillary Agreements” means the form of Registration Rights Agreement, Shareholder Support Agreements, the form of Lock-Up Agreement, and each other agreement, document, instrument and certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Assumed Options” means the options to purchase PubCo Common Stocks issuable at Closing in lieu of Vesicor warrants or any options outstanding as of immediately prior to the effective time of the Merger, subject to adjustment in accordance with the terms of the Business Combination Agreement.

“Black Hawk” means Black Hawk Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (which is expected to transfer by way of continuation and domesticate as a Delaware corporation in accordance with the Business Combination Agreement).

“Black Hawk Class A Ordinary Shares” means, prior to the Domestication, the Class A Ordinary Shares, $0.0001 par value each, of Black Hawk.

“Black Hawk Class B Ordinary Shares” means, prior to the Domestication, the Class B Ordinary Shares, $0.0001 par value each, of Black Hawk.

“Black Hawk Ordinary Shares” means, collectively and prior to the Domestication , the Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares.

“Black Hawk Shareholders” means all holders of issued and outstanding shares of capital stock of Black Hawk.

“Black Hawk Unit” means the units of Black Hawk, with each unit consists of one Class A ordinary share and one-fifth (1/5) of one right entitling the holder thereof to receive share upon the consummation of the initial business combination.

“Black Hawk Rights” means Black Hawk public rights and private rights, each entitling the holder to receive one share upon the consummation of an initial business combination.

“Business Combination” means, collectively, all of the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of April 26, 2025, as it may be further amended, restated or supplemented from time to time, by and among Black Hawk, Vesicor and Merger Sub. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business; provided that banks shall be deemed to be generally open for the general transaction of business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Entity if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

“Cayman Islands Companies Act” or the “Companies Act,” “Cayman Islands Act” or “the Act” refers to the Companies Act (Revised) of the Cayman Islands.

“Combination Period” is the period in which Black Hawk must complete an initial business combination, which period is within 15 months (or up to 18 months or up to 21 months if Black Hawk extends the period) from the closing of the IPO, or such later period approved by Black Hawk’s shareholders in accordance with Black Hawk’s amended and restated memorandum and articles of association.

“Current Charter” means the third amended and restated memorandum and articles of association of Black Hawk.

“Domestication” means the transfer by way of continuation of Black Hawk out of the Cayman Islands and into the State of Delaware as a Delaware corporation to be completed prior to the Merger in accordance with the Business Combination Agreement, the Cayman Companies Act and the DGCL.

“Domestication Effective Time” means the date of which the Domestication takes effect.

“Extension” means the extension of the date by which Black Hawk must consummate an initial business consummation extended from June 22, 2025 to December 22, 2026, or such later date as the shareholders may approve, in accordance with the amendment to the second amended and restated memorandum and articles of association, as approved by the Black Hawk Shareholders at an extraordinary general meeting of the shareholders held on July 8, 2025.

“Extension Payment” means the Sponsor’s monthly $150,000.00 deposits into the Trust Account.

“Convertible Note” means the convertible promissory note, dated June 13, 2025, issued by Black Hawk to the Sponsor in the principal amount of $350,000.

“Extraordinary General Meeting” means the extraordinary general meeting of Black Hawk, to be held by [at [*] a.m./p.m., Eastern Time, on [*], 2025, the physical location for which, in accordance with the Current Charter, shall be Black Hawk’s office located at [*] [and virtually via […]], and any adjournments thereof].

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fairness Opinion Provider” or “ERShares” means EntrepreneurShares LLC.

“Founder Shares” means 17,250,000 shares of Class B Ordinary Shares, $0.0001 per share, issued to the Sponsor.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Insiders” and “Black Hawk’s Insiders” means Black Hawk’s current and former officers and directors, the Sponsor and each transferee of Founder Shares since the IPO.

“Insiders’ Shares” means shares of Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares owned or controlled by the Insiders.

“Investment Company Act” means the Investment Company Act of 1940, as it may be amended.

“IPO” or “Initial Public Offering” means Black Hawk’s initial public offering of its units, Ordinary Shares and rights pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of Black Hawk, dated as of March 22, 2024, and filed with the SEC on March 22, 2024 (File No. 333-276857).

“IPO Underwriters” means the underwriters for Black Hawk’s IPO at the time the IPO was consummated, namely each of D. Boral Capital LLC (formally known as EF Hutton LLC), Riley Securities, Inc., RF Lafferty & Co., Inc.

“Merger” means the merger of Vesicor with and into the BH Merger Sub, Inc.

“Merger Sub” means BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk.

“Parent Ordinary Shares” means, collectively, the Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares.

“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, business trust, trust, governmental, quasi-governmental entity or agency or other similar entity, agency, whether or not a legal entity.

“PubCo” means Black Hawk Acquisition Corporation, a Delaware corporation after Domestication.

“PubCo Board” means the board of directors of PubCo subsequent to the completion of the Business Combination.

“PubCo Common Stock” means, collectively and after the Domestication, the PubCo Class A Common Stock and PubCo Class B Common Stock.

“Public Shares” means the Class A Ordinary Shares sold in the IPO (including Class A ordinary shares included in the overallotment units), whether they were purchased in the IPO or thereafter in the open market.

“Public Shareholders” means the public shareholders of Black Hawk including the holders of the overallotment shares acquired by Black Hawk’s underwriters.

“Private Units” or “Private Placement Units” each means the 235,500 units that Black Hawk sold to its Sponsor at $10.00 per unit in a private placement generating total gross proceeds of $2,355,000 during the IPO;

“Record Date” means the date set by the Black Hawk Board on which holders of Black Hawk Shares are entitled to attend and vote at the Extraordinary General Meeting.

“Redemption” means the redemption of the Public Shares for the Redemption Price.

“Redemption Date” means that date on which holders of Public Shares may be eligible to redeem their Public Shares for Redemption in accordance with the Current Charter in connection with the Closing of the Business Combination.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Charter as of the applicable Redemption Date.

“Registration Rights Agreement” means the amended and restated registration and shareholder rights agreement that is to be entered into by the Sponsor and certain other Persons at the Closing, pursuant to which, among other things, the investors party thereto will be granted certain registration rights with respect to their respective PubCo Common Stock, on the terms and subject to the conditions therein.

“Regulatory Withdrawal” means interest earned on the funds held in the Trust Account that may be released to Black Hawk to fund regulatory compliance requirements and other costs related thereto in accordance with the Current Charter.

“Required Proposals” means the Domestication Proposal, the Business Combination Proposal, the Organizational Proposal, the Director Election Proposal, and the Nasdaq Proposal.

“SEC” or “Commission” means the United States Securities and Exchange Commission.

“Sponsor” means Black Hawk Management LLC, a Delaware limited liability company.

“Trust Account” means the trust account established by Black Hawk with the proceeds from the IPO and sale of Private Placement Units pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means the Investment Management Trust Agreement by and between Black Hawk and the Trustee, dated as of March 20, 2024, and as may be further amended.

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“Vesicor” means, prior to the consummation of the Business Combination, Vesicor Therapeutics Inc., a California corporation.

“Vesicor Bylaws” means the bylaws of Vesicor as currently in effect or as may be in effect from time to time or as of an applicable time.

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to PubCo’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

Except as otherwise noted in the proxy statement/prospectus, the number and percentage of PubCo Common Stock beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any PubCo Common Stock as to which the holder has sole or shared voting power or investment power and also any PubCo Common Stock which the holder has the right to acquire within 60 days of the consummation of the Business Combination through the exercise of any option, warrant or any other right.

The expected beneficial ownership of PubCo Common Stock post-Business Combination assumes the maximum redemption scenario such that 8,725,000 shares are outstanding following the closing of the Business Combination.

Vesicor intends to file trademark applications and pursue trademark registrations in the United States for its proposed ecm-RV/p53 product candidate after the Closing. Vesicor does not have any pending or approved trademark or service mark applications in the U.S. or elsewhere as of the date of this proxy statement/prospectus.

Vesicor depends upon the skills, knowledge and experience of its executive and technical personnel, as well as that of its advisors, consultants and other contractors, to help protect its proprietary know-how. Vesicor relies on trade secret protection, inventions agreements and confidentiality agreements to protect its intellectual property rights interests and applicable state trade secrets statutes. As of the date of this proxy statement/prospectus, Vesicor’s policy is to require each of its new employees, consultants and advisors to execute a confidentiality and inventions assignment agreement before beginning their employment, consulting or advisory relationship with Vesicor. The agreements generally provide that the individual must keep confidential and not disclose to other parties any confidential information of Vesicor that is developed or learned by the individual during the course of the individual’s relationship with Vesicor, except in limited circumstances. These agreements generally also provide that Vesicor will own all inventions conceived or developed by the individual in the course of rendering services to Vesicor. Vesicor may elect not to require a trade secret protection and confidentiality agreement for all employees, consultants and advisors due to the nature and perceived value of the relationship and an assessment and acceptance of the perceived risk of a trade secret or confidentiality violation imposing any material adverse impact on Vesicor’s trade secrets and intellectual property rights. These agreements, however, may not effectively prevent disclosure or misappropriation of Vesicor’s trade secrets, know-how or other proprietary information, and disputes may still arise with respect to the ownership of the intellectual property and proprietary information used in Vesicor’s business and in pursuit of commercialization of the proposed ecm-RV/p53 product candidate. In addition, third parties may independently develop substantially equivalent proprietary information or improperly gain access to or disclose Vesicor’s trade secrets or confidential information.

With respect to statements by Vesicor in this proxy statement/prospectus about its business, industry, product candidate, intellectual property and legal and regulatory requirements applicable to Vesicor or its product candidate, those statements are based on industry, statistical and market data derived from Vesicor’s own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. The content of these third-party sources, except to the extent specifically set forth in this proxy statement/prospectus, do not constitute a portion of this proxy statement/prospectus and is not incorporated herein. Internal estimates are derived from publicly available information released by industry analysts and various third-party sources, Vesicor’s internal research and its industry experience, and are based on assumptions made by Vesicor based on such data and its knowledge of Vesicor’s industry and market for its product candidate, which Vesicor believes to be reasonable as of the date of this proxy statement/prospectus. In some cases, Vesicor does not expressly refer to the sources from which this information or data is derived. In that regard, when Vesicor refers to one or more sources of this type of data or information in any paragraph, you should assume that other data or information of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

All of the market data used in this proxy statement/prospectus involve a number of assumptions and limitations, and the sources of such data cannot guarantee the accuracy or completeness of such information. While Vesicor is not aware of any misstatements regarding the third-party information and Vesicor believes that each of any referenced studies and publications are reliable as of the date of this proxy statement/prospectus, the industry in which Vesicor operates is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the sections in this proxy statement/prospectus titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Information about Vesicor” and “Cautionary Note Regarding Forward-Looking Statements,” and the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Risk Factors”, “Information about Vesicor” and “Cautionary Note Regarding Forward-Looking Statements” in this proxy statement/prospectus. These and other factors could cause results and information to differ materially from those expressed in the estimates or statements made by third parties and by Vesicor.

Certain statements included in this proxy statement/prospectus that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “hope,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of only historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of Vesicor’s sole product candidate; regulatory review matters and process; the size and growth potential of the markets for Vesicor’s product candidate; the perceived medical effectiveness and benefits of the product candidate; market need and acceptance of Vesicor product candidate approved by regulators, if any, for use by the public; the therapeutic and curative potential of Vesicor’s product candidate; financing and other business milestones; and expectations relating to the Business Combination, including the proceeds available for working capital after the Business Combination and Vesicor’s expected ongoing cash requirements. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of Vesicor’s and Black Hawk’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of, or ability to predict by, Vesicor and Black Hawk. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; changes in laws, regulations or regulator policies applicable to Vesicor’s proposed product candidate; the inability of the parties to successfully or timely enter into definitive agreements with respect to the Business Combination or to consummate the Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcement or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the Business Combination, or the risk that the approval of the shareholders of Black Hawk is not obtained; failure to realize the anticipated benefits of the Business Combination; risks relating to the uncertainty of the projected financial information with respect to Vesicor and PubCo; risks related to the approval of Vesicor’s technology or product candidate and the timing of expected achievement of regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers, any Vesicor’s partners or collaborators or any producers of Vesicor proposed product candidate, if the product candidate is approved by regulators for public use; the impact of competitive product candidates; ability to obtain sufficient supply of materials and to obtain or retain required personnel or expertise for the product candidate; global economic and political conditions (including trade disputes and tariffs); the effects of competition on Vesicor’s future business; the amount of redemption requests made by Public Shareholders; and those factors discussed in documents Black Hawk has filed or will file with the SEC. Additional risks related to Vesicor’s business include, but are not limited to: uncertainty regarding outcomes of any of Vesicor’s clinical trials, particularly as they relate to regulatory review and potential approval for its product candidate; risks associated with Vesicor’s efforts to commercialize the product candidate; Vesicor’s ability to negotiate and enter into definitive agreements on favorable terms, if at all, that are necessary to Vesicor completing regulatory review and obtaining regulatory approval of its one product candidate and, if so approved, the commercialization of that product; the impact of competing product candidates on Vesicor’s business; intellectual property-related claims and potential infringement claims and litigation; Vesicor’s ability to attract and retain qualified personnel; and Vesicor’s ability to source the raw materials or technologies needed or necessary for its product candidate. A further risk factor is uncertainty about the health and drug regulatory policies of the Trump Administration, which health and drug regulatory policies are uncertain or in flux as of the date of this proxy statement/prospectus and may significantly vary from traditional U.S. heath and drug regulatory policies.

Further, Vesicor must complete product development of ecm-RV/p53 prior to seeking regulatory approval and does not anticipate completion of that product development until late 2025 or in 2026. Vesicor has not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and Vesicor has also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. The requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. Vesicor cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all. Since ecm-RZV/p53 is the sole product candidate of Vesicor, and Vesicor has no other product candidate in development, the failure to obtain requisite regulatory approvals in the U.S. would be significantly, materially adverse to Vesicor and its business and financial prospects. Vesicor is not pursuing and does not intend to pursue as of the date of this proxy statement/prospectus, regulatory approval for commercial use of ecm-RV/p53 in any other nation.

A further risk factor is uncertainty about the health and drug regulatory policies of the Trump Administration, which health and drug regulatory policies are uncertain or in flux as of the date of this proxy statement/prospectus and may significantly vary from traditional U.S. heath and drug regulatory policies.

If any of these risks materialize or Black Hawk or Vesicor assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Black Hawk or Vesicor presently know or that Black Hawk or Vesicor currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Black Hawk’s or Vesicor’s expectations, plans, or forecasts of future events and views as of the date of this proxy statement/prospectus and are qualified in their entirety by reference to the cautionary statements herein. Black Hawk or Vesicor anticipate that subsequent events and developments may cause Black Hawk’s or Vesicor’s assessments to change. These forward-looking statements should not be relied upon as representing Black Hawk’s or Vesicor’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. You should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Neither Black Hawk or Vesicor, nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.

The contents of any URL address referenced in this proxy statement/prospectus are not included in or incorporated into this proxy statement/prospectus and should not be considered in the review of this proxy statement/prospectus.

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to Black Hawk’s shareholders. Black Hawk’s shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

A: You are receiving this proxy statement/prospectus in connection with the Extraordinary General Meeting. Black Hawk is holding the Extraordinary General Meeting to consider and vote upon the proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Proposal 1 - The Business Combination Proposal - To approve, by ordinary resolution, the Business Combination Agreement dated as of April 26, 2025 attached to the accompanying proxy statement/prospectus as Annex A (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Black Hawk, Vesicor Therapeutics, Inc., a California corporation (“Vesicor”), BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”) pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) and at least one day following the Domestication (as defined below), Merger Sub will merge with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk. We refer to this proposal as the “Business Combination Proposal.”

Proposal 2 - The Domestication Proposal - To approve, by special resolution, a change in the corporate domicile of Black Hawk, which will be accomplished by way of deregistering Black Hawk as an exempted company registered under the laws of the Cayman Islands and registering Black Hawk by way of continuation and domestication as a corporation under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected at least one day prior to the Closing by Black Hawk filing a certificate of corporate domestication and the proposed new certificate of incorporation of PubCo, as the post-Business Combination company (the “Proposed Certificate of Incorporation”) with the Secretary of State of the State of Delaware and filing an application to deregister with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, Black Hawk will continue as a Delaware corporation and under the corporate name “Vesicor Therapeutics Holdings, Inc” (“PubCo”). All outstanding securities of Black Hawk will convert into outstanding securities of PubCo as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

Proposal 3 - The Organizational Documents Proposal - To approve by special resolution and adopt with effect from the Domestication the Proposed Certificate of Incorporation and the Proposed Bylaws of PubCo, as the post-Business Combination company (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Organizational Documents”) in connection with the Domestication. The form of each of the Proposed Certificate of Incorporation and the Proposed Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

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Subject to the rights of holders of Preferred Stock, the Organizational Documents will require that any action taken by stockholders must be effected at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting.

Proposal 4 - The Director Proposal - To approve, by ordinary resolution, the election of directors to serve on the PubCo board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal”.

Proposal 5 - The Nasdaq Proposal - To approve, by ordinary resolution, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of common stock of PubCo in connection with the Business Combination. We refer to this proposal as the “Nasdaq Proposal.”

Proposal No. 6 - The Incentive Plan Proposal - To approve, by ordinary resolution, the PubCo 2025 Equity Incentive Plan (the “2025 EIP”). A form of the 2025 EIP is attached to the accompanying proxy statement/prospectus as Annex F. We refer to this proposal as the “Incentive Plan Proposal.”

Proposal 7 - The Adjournment Proposal - To approve, by ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the Black Hawk Board, to permit further time to consummate the Domestication and the Business Combination. We refer to this proposal as the “Adjournment Proposal.”

Q: What interests do Black Hawk’s Insiders, Sponsor’s affiliates, any promoters and advisors, and Vesicor and its directors and shareholders, have in the Business Combination?

A: In considering the recommendation of the Black Hawk Board to vote in favor of the Business Combination, Public Shareholders should be aware that Black Hawk’s Insiders, Sponsor’s affiliates, any promoters and advisors have interests in the Business Combination that are different from, or in addition to, those of Black Hawk’s other shareholders generally. Black Hawk’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Black Hawk’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

In addition to the interests of Black Hawk’s Insiders in the Business Combination, Black Hawk Shareholders should be aware that the following have financial interests that may be different from, or in addition to, the interests of Black Hawk Shareholders: (i) the IPO Underwriters; and (ii) EntrepreneurShares LLC, in its capacity as Black Hawk’s fairness opinion provider in connection with the potential Business Combination with a special purpose acquisition company pursuant to its engagement letter with Black Hawk, including that:

In terms of the various interests of Vesicor and its directors and shareholders in the Business Combination and how they may differ from the interests of Black Hawk and its directors and shareholders:

(1) Vesicor directors would receive the following estimated number of shares of PubCo Common Stock upon consummation of the Business Combination in exchange for their shares of Vesicor Common Stock:

The shares of PubCo Common Stock, if unrestricted and freely tradable, issued to these Vesicor directors would have had an aggregate market value of $[ ] based upon the closing price of $[ ] per public share on the Nasdaq on [ ], 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. The consummation of the Business Combination would provide these Vesicor directors with not only an immediate financial benefit in the shares of PubCo Common Stock but also would provide them with shares of a publicly traded stock with a potential appreciation and liquidity lacking in their ownership of shares of Vesicor Common Stock.

The anticipated working capital funding resulting from the consummation of the Business Combination would, subject to the level of redemption of shares by Black Hawk Shareholders, not only provide funding for Vesicor to continue the development of Vesicor’s ecm-RV/p53 product candidate, which development has not been completed as of the date of this proxy statement/prospectus, but Vesicor anticipates that the funding from the consummation of the Business Combination Agreement may also enable Vesicor to pay a $200,000 cash performance award to Luo Feng, Vesicor’s chief executive officer and a director. Further, Luo Fung is slated to serve as Chief Executive Officer and a director of PubCo upon consummation of the Business Combination and would receive a proposed annual salary of $120,000 as PubCo Chief Executive Officer. Michael Bown, a Vesicor director and Chief Financial Officer, is also slated to serve as Chief Financial Officer of PubCo and would receive a proposed annual salary of $48,000. The directors and executive officers of Vesicor, whether as directors or executive officers of Vesicor or PubCo, may also be eligible for participation in any PubCo stock-based incentive compensation plan and may be eligible for severance and insurance benefits not provided by Vesicor. As of the date of this proxy statement/prospectus, Luo Feng receives $6,000 a month for services to Vesicor and no other base salary is being paid to Vesicor’s other officers and directors for services.

Luo Feng, Warren Hosseinion, Oded Levy and Michael Bowen, who are directors of Vesicor, are slated to serve directors of PubCo upon consummation of the Business Combination and they would potentially receive cash and incentive cash and/or stock-based compensation in those capacities as compensation for director services and under any PubCo incentive compensation plans covering PubCo directors.

The personal and financial interests of the Vesicor Board of Directors may have influenced their motivation in identifying Black Hawk as a prospective business combination candidate and approving the Business Combination. In considering the recommendations of the Black Hawk Board to vote for the Proposals, Black Hawk Shareholders should consider these interests of Vesicor and its senior management.

Further, Vesicor’s and its shareholders’ primary motivations in pursuing and consummating the Business Combination are (1) to obtain working capital to fund continued development of the ecm-RV/p53 product candidate and, upon completion of the development, submission of the ecm-RV/p53 product candidate for regulatory approval in the U.S.; and (2) to receive publicly traded stock as a result of the consummation of the Business Combination, which publicly traded stock would have the potential appreciation and liquidity as an investment lacking in shares of Vesicor Common Stock, which securities are not publicly traded or readily liquidated. The perceived primary motivation of Black Hawk and Black Hawk Shareholders for consummating a business combination is to acquire a private company with the potential to achieve business and financial results that cause sustained or significant appreciation in the publicly traded capital stock of PubCo and improved liquidity for that publicly traded stock. Vesicor is a start-up concern without any significant or sustained operating revenues and with its sole candidate for commercialization and potential revenue generation still in development and potentially two or more years from potential regulatory approval and, assuming successful completion of product candidate development and requisite regulatory approval, commencement of efforts to successfully commercialization the product candidate. Neither the completion of the ecm-RV/p53 product candidate nor its submission for regulatory approval or any commercialization efforts, which require regulatory approval, have occurred as of the date of this proxy statement/prospectus. Vesicor is not certain that its ecm-RV/p53 will receive FDA approval for clinical trials or receive all requisite regulatory approvals in a timely manner or at all. Regulatory approval is within the sole discretionary authority of the regulators. Whether Vesicor can provide the business and financial performance to achieve sustained or significant appreciation in PubCo Common Stock or improve the liquidity of those securities is uncertain as of the date of this proxy statement/prospectus and potentially unknown for two or more years thereafter, if at all. Vesicor is, despite being incorporated in 2008, still an early state development company with no sustained, reliable or significant revenues and with no product or service being commercially eligible for exploitation or being exploited as of the date of this proxy statement/prospectus. No assurances can be given that Vesicor will ever have a viable product or service in commercial use. In considering the Proposals, Black Hawk Shareholders should consider these differing motivations and objectives of Black Hawk and Vesicor and the extent that the Business Combination serves Black Hawk Shareholders’ interests and objectives.

Please also see the sections “Certain Other Benefits in the Business Combination,” “Certain Relationships and Related Person Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of Black Hawk’s Insiders, advisors and the Black Hawk’s directors and officers in the Business Combination.

A: The Black Hawk Board believes that there are significant advantages to Black Hawk that will arise as a result of a change of Black Hawk’s domicile to the State of Delaware. It would be in the best interests of Black Hawk to effect the Domestication to enable Black Hawk to avoid certain taxes that would be imposed if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Black Hawk Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by its officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Black Hawk is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to Black Hawk’s corporate legal affairs following the Business Combination.

The Domestication will not occur unless the Black Hawk Shareholders have approved the Domestication Proposal and the Business Combination Proposal and the Business Combination Agreement is in full force and effect prior to the Domestication.

A: Each of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal is interdependent upon the others and each must be approved in order for Black Hawk to complete the Business Combination contemplated by the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any other Proposal.

A: To effect the Domestication, Black Hawk will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file with the Secretary of State of the State of Delaware [a certificate of corporate domestication, together with the necessary accompanying documents], and make all filings required to be made with the Cayman Islands Registrar of Companies and the Secretary of State of the State of Delaware to effect the Domestication. If approved, the Domestication will occur at least one business day prior to the Closing Date. Your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

A: Pursuant to the Domestication and without further action on the part of Black Hawk’s shareholders: (i) each outstanding Black Hawk Class A Ordinary Share and Black Hawk Class B Ordinary Share immediately prior to the Domestication Effective Time shall convert automatically, on a one-for-one basis, into one share of PubCo Common Stock; (ii) each issued and outstanding Black Hawk Unit shall be separated automatically into each’s individual components of one share of Black Hawk Ordinary Shares and one-fifth (1/5) of one Black Hawk Right, and all Black Hawk Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist and each individually separated component shall be converted into the PubCo’s Class A Common StockCommon Stock, and/or one-fifth (1/5) of PubCo Right, as the case may be; (iii) each issued and outstanding Black Hawk Right immediately prior to the Domestication Effective Time shall be converted automatically into one PubCo Right.

Q: What changes are being made to Black Hawk’s Current Charter in connection with the Domestication?

A: Black Hawk Shareholders are being asked to consider and vote upon a proposal to approve the replacement of the Current Charter under the Cayman Islands Companies Act with the Proposed Certificate of Incorporation and Proposed Bylaws under the DGCL, which will be materially modified from the Current Charter in the following respects:

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holders of the PubCo Common Stock shall have the exclusive right to vote for the election of directors of the Corporation and on all other matters requiring stockholder action, with each outstanding share of Common Stock entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of PubCo Common Stock, as such, shall not be entitled to vote on any amendment to the Organizational Documents (including any amendment to a certificate of designation of any series of Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to the Organizational Documents (including any certificate of designation of any series of Preferred Stock) or pursuant to the DGCL.

Q: What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Ordinary Shares and Rights?

A: For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Proposal 1: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to Black Hawk Shareholders.”

As discussed more fully under “Material U.S. Federal Income Tax Consequences,” Black Hawk believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, a U.S. Holder is expected to recognize gain (but not loss) on the exchange of Ordinary Shares and Rights for surviving PubCo Common Stock pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules further discussed below.

If the Domestication does not qualify as a reorganization for U.S. federal income tax purposes, a U.S. Holder that exchanges its Ordinary Shares and Rights for surviving PubCo Common Stock generally is expected to recognize gain or loss equal to the difference between (i) the sum of the fair market value of the surviving PubCo Common Stock received and (ii) the U.S. Holder’s adjusted tax basis in the Ordinary Shares and Rights exchanged.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication.

Q: What are the material U.S. federal income tax consequences to holders of Ordinary Shares and Rights that exercise their redemption rights?

A: The U.S. federal income tax consequences of exercising your Redemption Rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Consequences.” All holders of Ordinary Shares and Rights considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state and local non-U.S. income and other tax laws

A: Black Hawk was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Since Black Hawk’s incorporation, the Black Hawk Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Vesicor, the Black Hawk Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the number and complexity of those factors, the Black Hawk Board, as a whole, did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Additionally, individual directors may have given different weight to different factors. The Black Hawk Board viewed its decision as being a business judgment that was based on all of the information available and the factors presented to and considered by it. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Black Hawk Shareholder Approval of the Business Combination is required by the Business Combination Agreement and the Current Charter.

A: Black Hawk 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, and following the Domestication, Merger Sub will be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of PubCo. Upon the closing of the Business Combination, Black Hawk, as the public company, will change its name and Black Hawk plans to remain Nasdaq-listed under a new ticker symbol.

Q: What form of, and how much, consideration will the Vesicor Securityholders receive in return for the acquisition of Vesicor by Black Hawk?

A: The “Aggregate Merger Consideration” to be issued to Vesicor selling securityholders in connection with the Merger will be determined by dividing (a) $70,000,000, being the Equity Value, by (b) the price (the “Redemption Price”) at which each of Black Hawk Class A Ordinary Shares may be redeemed in connection with the Business Combination. The “Consideration Ratio” is the number of shares of PubCo Common Stock to be issued in exchange for issued and outstanding Vesicor capital stock upon the Merger and is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Company Shares, as defined in the Business Combination Agreement.

Q: Did the Black Hawk Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: Yes. Although the Memorandum and Articles of Association do not require the Black Hawk Board to seek a third-party valuation or fairness opinion in connection with a business combination unless the target is affiliated with the Sponsor or Black Hawk’s directors or officers, on April 26, 2025, ERShares delivered its oral opinion to the Black Hawk Board, subsequently confirmed in writing (the “Opinion”), which sets forth, among other things, the procedures followed, assumptions made, matters considered, and qualifications and limitations on the scope of review undertaken in rendering the Opinion, which is attached to this proxy statement/prospectus as Annex D and is hereby incorporated by reference. The Opinion confirmed that, as of April 26, 2025, the Transaction Consideration (defined below) to be issued or paid to the shareholders of Vesicor is fair from a financial point of view to Black Hawk and the shareholders of Black Hawk. The Opinion does not constitute a recommendation to the relevant directors and officers of Black Hawk or to any other persons in respect of the Business Combination, including as to how any holders of Black Hawk Class A Ordinary Shares should vote or act in respect of the Business Combination.

Please see the fairness opinion of EntrepreneurShares LLC attached as Annex D for additional information.

Q: What equity stake will current Public Shareholders, the Black Hawk’s Insiders and the Vesicor stockholders hold in PubCo immediately after the completion of the Business Combination?

A: As of the date of this proxy statement/prospectus, there are [ ] ordinary shares of Black Hawk outstanding (including [ ]Class A ordinary shares subject to possible redemption and 2,029,500 shares of Class A ordinary shares held by the Sponsor). The Sponsor, Black Hawk Management LLC and the Black Hawk’s officers and directors aggregate of 2,029,500 Class A ordinary shares, represent approximately [ ]% of the issued and outstanding voting capital of Black Hawk.

The following tables illustrate the estimated ownership levels in the Combined Company immediately following the consummation of the Business Combination under different redemption and Warrant Conversion scenarios, excluding the dilutive effect of the outstanding Vesicor Warrants in all scenarios and the No Warrant Conversion scenario in all scenarios.

Q: How do redemptions affect my Public Rights and the interests of non-redeeming shareholders?

A: If you elect to redeem your Public Shares in connection with the Business Combination, you will still retain your Public Rights. These Rights will not be canceled or forfeited upon redemption and will automatically convert into shares of the post-combination company upon the closing of the Business Combination. As a result, redeeming shareholders may receive cash for their Public Shares and continue to benefit from the upside of the combined company, i.e., PubCo, through the shares issued upon conversion of their retained Public Rights.

This structure creates a potential divergence of interests between redeeming and non-redeeming shareholders. Redeeming shareholders reduce their risk exposure by exiting their equity position for cash, while still participating in the future equity upside through the conversion of their Public Rights. Non-redeeming shareholders, on the other hand, remain fully invested in the combined company, i.e., PubCo, and bear the associated risks of post-combination performance. However, they are also subject to dilution from the issuance of shares underlying all outstanding Public Rights—including those held by redeeming shareholders.

The dilutive impact on non-redeeming shareholders can be significant, particularly if a large number of shareholders choose to redeem their shares. While the number of outstanding common shares is reduced due to redemptions, the number of shares issued upon conversion of Public Rights remains fixed. This means that a higher redemption rate leads to a smaller base of non-redeeming shareholders over which the dilutive effect of Rights is spread, thereby increasing the relative dilution per remaining shareholder. In addition to reducing percentage ownership and voting power, high levels of redemptions may also decrease the amount of cash available to the post-combination company and could necessitate additional financing, which may be further dilutive.

This dynamic is typical in SPAC transactions where Public Rights (or similar instruments such as warrants) are designed to survive redemptions. However, it is important for investors to understand that by choosing not to redeem, they may experience disproportionate dilution relative to redeeming shareholders who retain their Rights and benefit from the issuance of post-closing shares without maintaining an equity stake at the time of Closing.

The following table sets forth information regarding the beneficial ownership of the PubCo’s common stock immediately after the consummation of the Business Combination assuming that no Public Shares are redeemed, and alternatively, that 6,900,000 Public Shares are redeemed, by:

The following table also assumes the following: (i) a $70,000,000 merger valuation and (ii) the exercise of Vesicor equity rights in connection with the Business Combination. Unless otherwise indicated, Black Hawk believes that all persons named in the table will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all Black Hawk securities beneficially owned by them.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, Black Hawk believes, based on the information furnished to it as of the Record Date, that the persons and entities named in the table below will have, immediately after the consummation of the Business Combination, sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community property laws. All Black Hawk stock subject to options or warrants exercisable within 60 days of the Record Date are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage ownership of outstanding shares is based on Black Hawk issuing in the Business Combination approximately 7,000,000 Black Hawk Shares to Vesicor stockholders and to the holder of Vesicor equity rights. Using those assumptions and further assuming no additional issuances of Black Hawk Shares there will be approximately 9,029,500 Black Hawk Shares outstanding upon consummation of the Business Combination if the maximum number of redemptions occurs and approximately 15,929,500 Black Hawk Shares outstanding upon consummation of the Business Combination if no redemptions occur. However, if prior to the Effective Time of the Closing of the Business Combination, Vesicor’s capital structure changes, the allocation of the Black Hawk Shares issuable to the Vesicor security holders will change. Accordingly, the securities ownership information in the table below is presented based on the merger valuation set forth above, but upon consummation of the Business Combination, the actual securities ownership of the persons in the table below could be different.

The applicable footnotes are an integral part of the table and should be carefully read in order to understand the actual ownership of our securities.

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A: Following the closing of the IPO, $69,345,000 of the net proceeds from the IPO and certain of the proceeds from the Private Placement were placed in the Trust Account. As of [ ], 2025, funds in the Trust Account totaled $[ ] million and were comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (i) the completion of a business combination (including the Business Combination); (ii) the redemption of all of the Public Shares if Black Hawk is unable to complete an initial business combination within 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO, or such later period approved by Black Hawk’s shareholders in accordance with Black Hawk’s amended and restated memorandum and articles of association (the “Combination Period”)); and (iii) the redemption of any Public Shares properly tendered in connection with certain shareholder votes (for example, to approve certain amendments to the second amended and restated memorandum and articles of association), in each case subject to applicable law.

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of PubCo following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”

A: If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described in the Current Charter and elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

Q: What happens if a substantial number of Black Hawk’s Public Shareholders vote in favor of the Business Combination proposal and exercise their redemption rights?

Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for PubCo common stock may be less liquid than the market for shares of Black Hawk Class A ordinary shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for a Stock Exchange.

A: The consummation of the Business Combination Agreement is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include (i) the absence of specified adverse laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation; (ii) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by Black Hawk Shareholder Approval and Vesicor Stockholder Approval; (iv) the size and composition of PubCo’s board of directors being as set forth in the Business Combination Agreement; (v) the PubCo Common Stock having been approved for listing on the Nasdaq as set forth in the Business Combination Agreement; (vi) the size and composition of PubCo’s board of directors will be as set forth in the Business Combination Agreement; and (vii) the receipt by Black Hawk of a fairness opinion for the Business Combination from an investment bank approved by Black Hawk.

A: Black Hawk will not complete the Domestication unless all other conditions to the Closing have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement. If Black Hawk is not able to complete the Business Combination within the Combination Period, Black Hawk will as promptly as reasonably possible, but not more than ten business days following the end of the Combination Period, redeem the Public Shares. The redemption will be at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes paid or payable, if any and up to $[ ] of interest to pay liquidation expenses), divided by the number of then issued Public Shares. The redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to Black Hawk’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

A: It is currently expected that the Business Combination will be consummated in the [second half of 2025]. This date depends, among other things, on the approval of the proposals to be put to Black Hawk Shareholders at the Extraordinary General Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Black Hawk’s shareholders at the Extraordinary General Meeting and Black Hawk elects to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Extraordinary General Meeting.

If Public Shareholders do not approve each of the Required Proposals, then the Business Combination may not be consummated. Each of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal is interdependent upon the others and each must be approved in order for Black Hawk to complete the Business Combination contemplated by the Business Combination Agreement. The Adjournment Proposal is not conditioned upon the approval of any other Proposal.

After careful consideration, the Black Hawk Board has approved the Business Combination Agreement and the Transactions and determined that each of the Business Combination Proposal, Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal is in the best interests of Black Hawk and recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

A: If you are a Black Hawk shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time, on [ ], 2025 (two Business Days before the Extraordinary General Meeting), that Black Hawk redeem your shares for cash, (ii) affirmatively certify in your request to the Transfer Agent for Redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) and (iii) submit your request in writing to Black Hawk’s Transfer Agent, at the address listed at the end of this section and deliver your share certificates (if any) and other redemption forms to the Transfer Agent physically or your shares electronically using The Depository Trust Company’s DWAC system at least two Business Days prior to the vote at the Extraordinary General Meeting.

If you deliver your share certificates (if any) and other redemption forms for the Redemption to the Transfer Agent and later decide prior to the Extraordinary General Meeting not to elect the Redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of Redemption Rights must be received by Black Hawk two Business Days prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for the Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two Business Days prior to the vote at the Extraordinary General Meeting.

Black Hawk Shareholders seeking to exercise their Redemption Rights and opting to deliver share certificates (if any) and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is SPAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Black Hawk does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a Black Hawk shareholder properly demands the Redemption as described above, then, if the Business Combination is completed, Black Hawk will redeem the shares subject to the Redemption for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your Redemption Rights, then you will be exchanging your Black Hawk Ordinary Shares for cash and will no longer own these shares following the Business Combination.

If you are a Black Hawk shareholder and you exercise your Redemption Rights, it will not result in either the exercise or loss of any Black Hawk Rights that you may hold. Your Black Hawk Rights will continue to be outstanding following exercise of the Redemption of your Black Hawk Ordinary Shares and will be converted into shares of PubCo Common Stock in connection with the completion of the Business Combination, subject to the applicable requirements under the terms therein.

If you intend to seek to exercise Redemption Rights, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the Extraordinary General Meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor
New York, NY 10004
Attention:
Email: [ ]@continentalstock.com

Q: Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?

A: No. If you have redemption rights, you may exercise your redemption rights irrespective of whether you vote your Ordinary Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus.

Q: If I am a holder of Black Hawk Units, can I exercise redemption rights with respect to my Black Hawk Units?

A: No. Holders of issued and outstanding Black Hawk Units must elect to separate the Black Hawk Units into the underlying Public Shares and Black Hawk Rights prior to exercising Redemption Rights with respect to the Public Shares. If you hold your Black Hawk Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Black Hawk Units into the underlying Black Hawk Ordinary Shares and Black Hawk Rights, or if you hold Black Hawk Units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. The Redemption Rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. You are requested to cause your Public Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on [ ], 2025 (two Business Days before the Extraordinary General Meeting) in order to exercise your Redemption Rights with respect to your Public Shares.

Q: If I am a holder of Black Hawk Rights, can I exercise Redemption Rights with respect to my Black Hawk Rights?

A: No. The holders of Black Hawk Rights have no redemption rights with respect to Black Hawk Rights. Further, while the level of Redemptions will not directly change the value of the Black Hawk Rights, as the Black Hawk Rights will remain outstanding regardless of the level of redemptions, as redemptions of Black Hawk Ordinary Shares increase, a holder of Black Hawk Rights will ultimately own a greater interest in the PubCo because there would be fewer shares of PubCo Common Stock outstanding overall.

Q: What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?

A: For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Proposal 1: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences to Redemption - Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”

Q: Do I have appraisal rights in connection with the proposed Business Combination?

A: Neither Black Hawk’s shareholders nor Black Hawk Rights holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under DGCL.

A: Black Hawk urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a Black Hawk shareholder. Black Hawk Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

A: If you are a holder of record of Black Hawk ordinary shares on the Record Date for the Extraordinary General Meeting, you may vote in person or virtually at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person or virtually, obtain a valid proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Black Hawk or by voting online at the Extraordinary General Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are “non-routine” proposals and therefore, Black Hawk does not expect there to be any broker non-votes at the Extraordinary General Meeting.

If you are a Black Hawk shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any proposal at the Extraordinary General. Accordingly, your bank, broker, or other nominee can vote your shares at the Extraordinary General Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Abstentions will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Extraordinary General Meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

A: The Extraordinary General Meeting will be held at [*] a.m./p.m., Eastern Time, on [*], 2025 at Black Hawk’s office at [*] and virtually via live webcast, unless the Extraordinary General Meeting is adjourned.

The live webcast of the Extraordinary General Meeting can be accessed by visiting https://[ * ], where you will be able to listen to the meeting live and vote during the Extraordinary General Meeting.

A: Black Hawk has fixed [*], 2025 as the Record Date. If you were a Public Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the Extraordinary General Meeting. However, a Public Shareholder may only vote his or her shares if he or she is present in person (which would include presence virtually at the Extraordinary General Meeting) or is represented by proxy at the Extraordinary General Meeting.

A: Holdings of the Black Hawk Class A Ordinary Shares are entitled to one vote at the Extraordinary General Meeting for each Black Hawk Class A Ordinary Shares held of record as of the Record Date. As of the close of business on the Record Date for the Extraordinary General Meeting, there were no Black Hawk Class B Ordinary Share in issue or outstanding.

A: A quorum of Black Hawk Shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more Black Hawk Shareholders who together hold not less than a majority of the issued and outstanding Black Hawk Ordinary Shares entitled to attend and vote at the extraordinary general meeting are represented in person or by proxy.

Q: What vote is required to approve each proposal at the Extraordinary General Meeting?

A: The following votes are required for each proposal at the Extraordinary General Meeting:

A: The Black Hawk Board believe that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Black Hawk. Accordingly, the Black Hawk Board unanimously recommend that Black Hawk’s shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the Extraordinary General Meeting.

A: As of the date of this proxy statement/prospectus, the Sponsor, Black Hawk Management LLC and the Black Hawk’s officers and directors own an aggregate of 1,960,500 Class A ordinary shares, representing approximately 21.96% of the issued and outstanding voting capital of Black Hawk. Pursuant to the Letter Agreement and the Sponsor Support Agreement, the Sponsor has agreed to vote the ordinary shares owned by it in favor of the Proposals and Black Hawk’s officers and directors have agreed to vote the ordinary shares owned by them in favor of the Proposals.

Q: May Black Hawk’s Insiders, Vesicor or their respective affiliates purchase Public Shares or Black Hawk Rights prior to the Extraordinary General Meeting?

A: At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding Black Hawk or Black Hawk’s securities, Black Hawk’s Insiders, Vesicor and/or their respective affiliates may purchase Public Shares or Black Hawk Rights from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Public Shares will not exceed the Redemption Price in accordance with Rule 14 (e)-5 under the Exchange Act. In addition, the persons described above will waive redemption rights, if any, with respect to the Public Shares they acquire in such transactions. However, any Public Shares acquired by the persons described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Black Hawk will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which Black Hawk has received redemption requests.

Q: What happens if I sell my Ordinary Shares before the Extraordinary General Meeting?

A: The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the Extraordinary General Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Extraordinary General Meeting but the transferee, and not you, will have the right to redeem such shares.

A: Yes. Shareholders may send a later-dated, signed proxy card to Black Hawk’s Chief Executive Officer at the address set forth below so that it is received by Black Hawk’s Chief Executive Officer prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on [ ], 2025) or attend the Extraordinary General Meeting in person (which would include presence virtually at the Extraordinary General Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Black Hawk’s Chief Executive Officer, which must be received by the Chief Executive Officer prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q: What happens if I fail to take any action with respect to the Extraordinary General Meeting?

A: If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder of Black Hawk. However, if you fail to vote with respect to the Extraordinary General Meeting but the Business Combination is consummated, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the initially scheduled date of the Extraordinary General Meeting.

Q: What should I do with my share certificates, right certificates and/or unit certificates?

A: Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates (if any) along with the redemption forms to the Transfer Agent, prior to the Extraordinary General Meeting.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [ ] 2025 (two business days before the initially scheduled date of the Extraordinary General Meeting) in order for their Public Shares to be redeemed.

In connection with the Domestication, holders of Black Hawk Units, Black Hawk Class A Ordinary Shares will receive shares of PubCo Common Stock, as the case may be, without needing to take any action. Accordingly, such holders should not submit any certificates relating to their Black Hawk Units, Black Hawk Class A Ordinary Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above).

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Black Hawk ordinary shares.

A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

You also may obtain additional information about Black Hawk from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on [ ], 2025 (two business days prior to the vote at the Extraordinary General Meeting). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, whether or not you plan to attend such meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement, attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

Black Hawk

Since March 24, 2024, Black Hawk’s sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Black Hawk presently has no revenue and has had losses since inception from incurring formation and operating costs. Black Hawk has relied upon the sale of our securities and loans from the Sponsor and other parties to fund its operations.

Black Hawk’s Sponsor is Black Hawk Management LLC, a Delaware limited liability company, which we refer to throughout this proxy statement/prospectus as our “Sponsor.”

On March 24, 2024, Black Hawk consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Black Hawk Unit consists of one ordinary share, par value $0.0001 per share, of Black Hawk (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one share upon the consummation of Black Hawk’s initial business combination. The Black Hawk Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. Black Hawk also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments, if any.

Simultaneously with the consummation of the IPO and the sale of the Units, Black Hawk consummated the private placement (the “Private Placement”) of 235,500 Units (the “Private Units”), each Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,355,000.

Black Hawk’s principal executive offices are located at 4125 Blackhawk Plaza Circle, Suite 166, Danville, California and its phone number is (952) 217-4482.

Vesicor

Vesicor is a California corporation formed on April 18, 2008, under the name RNtein Biotech Lab, Inc. On June 20, 2023, Vesicor changed its name to “Vesicor Therapeutics, Inc.” Vesicor will change its state of incorporation from California to Delaware prior to the Closing. Since formation, Vesicor’s business activities have been limited to research and development of a product candidate for approval and commercialization in the U.S. (as described below) and raising working capital to support that research and development effort.

Founded by Luo Feng, M.D., Vesicor is a development-stage biopharmaceutical company focused on the development of microvesicle-based therapeutics, a new class of medicines with the potential to transform the treatment of a wide spectrum of diseases. Vesicor’s focus is to further develop, patent, obtain regulatory approval for and commercialize the use of its microvesicle-based therapeutic product candidate, known as ecm-RV/p53, for the treatment of certain cancers in the U.S. Vesicor has developed a genetically engineered cellular microvesicle (ecm) that is generated from a microvesicle-producing human embryonic kidney cell line by gene transfection of the kidney cells with our company specific RNA cellular control distribution (CCD) DNA vectors. Deoxyribonucleic acid, or DNA, is the molecule that carries genetic information for the development and functioning of an organism. Ribonucleic acid, or RNA, is a nucleic acid present in all living cells and functions in cellular protein synthesis. It replaces DNA as a carrier of genetic codes in some viruses.

Extracellular vesicles, including exosomes and microvesicles, are nano-scale, membrane-enclosed vesicles that have evolved as an intercellular messenger system to protect and deliver functional macromolecules. They are secreted by most cells and contain characteristic lipids, proteins, carbohydrates and nucleic acids such as mRNA and microRNAs. They can signal through the binding and activation of membrane receptors or through the delivery of their cargo into the cytosol of target cells. These targeted messengers can transport and protect complex biologically active molecules that alter the function of recipient cells.

Exosomes and microvesicles act as messengers to regulate the functions of neighboring or distant cells and have been shown to regulate functions such as cell survival, proliferation, inflammation and tissue regeneration. Furthermore, research has shown that exogenously-administered exosomes and microvesicles can modify cellular activities, thereby supporting their therapeutic potential. Their size, low or null immunogenicity and ability to communicate in native cellular language potentially makes them an exciting new class of therapeutic agents with the potential to expand the ability to address complex biological responses. Since exosomes and microvesicles are a cell-free substance, they can be stored, handled, reconstituted and administered in similar fashion to common biopharmaceutical products such as antibodies.

Since formation, Dr. Luo Feng and Vesicor have been engaged in research and development to complete the development of the ecm-RV/p53 product candidate in order to be able to submit the ecm-RV/p53 product candidate for FDA approval. Vesicor has not received, and is uncertain if it will receive, regulatory authorization to commence clinical trials for ecm-RV/p53 product candidate or to commence any other part of the regulatory review process for the ecm-RV/p53 product candidate in the U.S. Further, Vesicor cannot be certain that any requisite regulatory approval of the ecm-RV/p53 product candidate, or any other, alternative Vesicor product candidate, if any, will be obtained in the U.S. or elsewhere on a timely basis, or at all. Vesicor has no regulatory approval of the ecm-RV/p53 product candidate in the U.S. or elsewhere for commercial use. The FDA regulatory approval process is complex, lengthy and demanding and requires satisfaction of numerous requirements at various stages of the review process. Failure at any stage of the process can result in rejection of the product candidate. The FDA’s approval, and any other regulator’s approval, is granted in their respective and sole discretion. Efforts to commercialize the ecm-RV/p53 product require regulatory approval and, even if that approval is obtained, Vesicor cannot be certain that the commercialization effort will be successful.

Vesicor does not have any patents or regulatory approval for its proposed product candidate in the U.S. or elsewhere. Vesicor intends to pursue both patent protection and hopes to commence efforts for regulatory approval in the U.S. before the end of 2026. Vesicor’s current business plan is focused on commercializing the ecm-RV/p53 product candidate, its sole product candidate, only in the U.S. Vesicor does not have any current plans to pursue regulatory development and commercialization of the ecm-RV/p53 product candidate in another country, but Vesicor intends to evaluate other potential foreign markets for its product candidate if and when the ecm-RV/p53 product candidate completes the FDA regulatory process and is approved for commercial use in the U.S., which evaluation would include evaluating the market response in the U.S. to the product. There is no assurance or certainty about the ecm-RV/p53 product candidate receiving regulatory authorization for commencement clinical trials for ecm-RV/p53, actual commencement of regulatory review, or regulatory approval of that product candidate, on a timely basis in each instance, or at all.

Vesicor’s principal executive offices are located at 207 South Santa Anita Avenue, Suite P-15, San Gabriel, California 91776. Its corporate website address is www.vesicor.com. The contact email for Vesicor is warrenjr@vesicor.com. The corporate telephone number is (626) 872-2938.

The information contained on, or that can be accessed through, Vesicor’s website is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus. You should not consider information contained on Vesicor’s website to be part of this proxy statement/prospectus.

For more information about Vesicor, see the sections entitled “Information About Vesicor,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vesicor” and the financial statements of Vesicor included herein.

Merger Sub

BH Merger Sub, Inc. was formed as a corporation under the laws of the State of Delaware on April 22, 2025 and is currently a wholly-owned subsidiary of Black Hawk (“Merger Sub”). Merger Sub was formed for the purpose of effectuating the Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement. Merger Sub will not be the surviving entity in the Merger, as contemplated by the Business Combination Agreement and described herein.

Merger Sub’s principal executive offices are located at 108 W. 13th Street, Suite 100, City of Wilmington, County of New Castle, 19801.

The Business Combination and the Business Combination Agreement

On April 26, 2025, Black Hawk Acquisition Corporation, a Cayman Islands exempted company (“Black Hawk”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor Therapeutics, Inc., a California corporation (which 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 (as defined below) (the “Vesicor”), and BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) Black Hawk 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 be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk (the “Merger”), (prior to the Domestication, Black Hawk shall be referred to herein as “Parent”, and at and after the Domestication, “PubCo”). The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Business Combination;” and the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.” Upon the closing of the Business Combination, Black Hawk, as the public company, will change its name and Black Hawk plans to remain Nasdaq-listed under a new ticker symbol. Capitalized terms shall have the meaning as defined in the Business Combination Agreement.

Vesicor is a development-stage biopharmaceutical, closely-held company focused on the development of p53-based cancer therapeutics delivered via microvesicles. Its sole business activities after formation has been devoted to research and development of a product candidate and raising working capital.

The Domestication

The Domestication will occur on the day that is one business day prior to the Closing Date. Upon the Domestication, it is anticipated that Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk, and Black Hawk is referred to herein as PubCo as of the time following the Domestication.

Before the Domestication, the Parent’s capitalization consists of Black Hawk Ordinary Shares, Black Hawk Rights, and Black Hawk Units, collectively (all defined below). “Black Hawk Ordinary Shares” means Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares. “Black Hawk Rights” means the issued and outstanding rights of Black Hawk, and each such right shall convert into one share of PubCo Common Stock at the closing of a business combination. “Black Hawk Unit” means each outstanding unit consisting of one share of Black Hawk Ordinary Shares and one-fifth (1/5) of one right. Following the Domestication, PubCo’s capitalization shall consist of common stock, par value $0.0001 per share (the “PubCo Common Stock”).

Upon the Domestication, every issued and outstanding Black Hawk Class A Ordinary Share shall convert automatically into one share of PubCo Common Stock. Further, every issued and outstanding Black Hawk Unit shall also be separated automatically into each’s individual components of one share of PubCo’s Common Stock and one-fifth (1/5) of one PubCo’s Right, and all Black Hawk Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. Each individually separated component shall, at the Domestication consummation, be converted into the PubCo’s Class A Common Stock, and/or one-fifth (1/5) of PubCo Right, as the case may be. Lastly, at the Domestication, every issued and outstanding Black Hawk Right immediately prior to the Domestication Effective Time shall be converted automatically into one the PubCo Right.

The Merger

On the day of the Closing, the Merger will occur. At the effective time of the Merger, each share of the PubCo’s capital stock that is owned by PubCo as treasury shares immediately prior to the effective time of the Merger shall be canceled and extinguished without any conversion thereof to receive a number of shares of PubCo Common Stock equal to the Consideration Ratio (as defined below). Additionally, each outstanding unexercised warrants to purchase shares of Vesicor Common Stock (each a “Vesicor Warrant”) will be assumed by PubCo and converted into a warrant to purchase a number of shares of PubCo Common Stock, with the same terms, conditions, vesting schedules, and other provisions as were applicable to the corresponding Vesicor Warrant immediately prior to the Merger.

Post-Business Combination Structure of PubCo

Proposals to be Submitted at the Extraordinary General Meeting

Proposal 1: The Business Combination Proposal

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, which is attached as Annex A and Annex A-1, and the Related Agreements Black Hawk’s shareholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination.

Business Combination Agreement

On April 26, 2025, Black Hawk, entered into the Business Combination Agreement by and among Vesicor, and Merger Sub. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) Black Hawk 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, and (ii) following the Domestication, Merger Sub will be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk, prior to the Domestication, Black Hawk shall be referred to herein as “Parent”, and at and after the Domestication, “PubCo”.

Before the Domestication, the Parent’s capitalization consists of Black Hawk Ordinary Shares, Black Hawk Rights, and Black Hawk Units, collectively (all defined below). “Black Hawk Ordinary Shares” means Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares. “Black Hawk Rights” means the issued and outstanding rights of Parent, each such right convertible into one share of Black Hawk Ordinary Shares at the closing of a business combination. “Black Hawk Unit” means each outstanding unit consisting of one share of Black Hawk Ordinary Shares and one-fifth (1/5) of one Black Hawk Right. Following the Domestication, PubCo’s capitalization shall consist of common stock, par value $0.0001 per share (the “PubCo Common Stock”).

On the day of the Closing, the Merger will occur. At the effective time of the Merger, each share of the PubCo’s capital stock that is owned by PubCo as treasury shares immediately prior to the effective time of the Merger shall be canceled and extinguished without any conversion thereof to receive a number of shares of PubCo Common Stock equal to the Consideration Ratio (as defined below). Additionally, each outstanding unexercised warrants to purchase shares of Vesicor Common Stock (each a “Vesicor Warrant”) will be assumed by PubCo and converted into a warrant to purchase a number of shares of PubCo Common Stock, with the same terms, conditions, vesting schedules, and other provisions as were applicable to the corresponding Vesicor Warrant immediately prior to the Merger.

The “Aggregate Merger Consideration” to be issued to Vesicor selling securityholders in connection with the Merger will be determined by dividing (a) $70,000,000, being the Equity Value, by (b) the price (the “Redemption Price”) at which each of Black Hawk Class A Ordinary Shares may be redeemed in connection with the Business Combination. The “Consideration Ratio” is the number of shares of PubCo Common Stock to be issued in exchange for issued and outstanding Vesicor capital stock upon the Merger and is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the Aggregate Fully Diluted Company Shares, as defined in the Business Combination Agreement.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the absence of specified adverse laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation; (ii) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Black Hawk ”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the Black Hawk Shareholder Approval and Vesicor Stockholder Approval; (iv) the size and composition of PubCo’s board of directors being as set forth in the Business Combination Agreement; (v) the PubCo Common Stock having been approved for listing on Nasdaq as set forth in the Business Combination Agreement; (vi) the size and composition of PubCo’s board of directors will be as set forth in the Business Combination Agreement; and (vii) the receipt by Black Hawk of a fairness opinion for the Business Combination from an investment bank approved by Black Hawk.

As part of obligations and as a condition to closing, Vesicor shall arrange and procure a transaction financing of an aggregate amount of not less than ten million dollars ($10,000,000.00), which financing may be in the form of cash equity investment, equity-linked instruments, debt instruments or other usual and customary forms of working capital investment, which includes, without limitation, Equity Line of Credit (“ELOC”), forward purchase shares commitments, pre-paid advance commitments or other usual and customary forms of alternative financing (“PPM Investment”). Black Hawk may, but it is not obligated to, procure a PPM Investment.

PPM Investment and Related Financing Arrangements

In connection with the consummation of the Business Combination, the Vesicor is required to procure a PPM Investment. The PPM Investment may take the form of cash equity investment, equity-linked securities, debt instruments, or other usual and customary forms of working capital financing, including, without limitation, ELOC, forward share purchase commitments, pre-paid advance agreements, or other alternative financing structures. Vesicor may also enter into backstop arrangements with third-party investors, in each case on terms mutually agreed by the Vesicor and Black Hawk, acting reasonably.

The purpose of the PPM Investment is to ensure that, upon the Closing of the Business Combination, PubCo has sufficient cash or cash equivalents to satisfy the continued listing requirements of the Nasdaq. Vesicor will be deemed to have satisfied this obligation if the PPM Investment results in sufficient cash or cash equivalents to meet Nasdaq’s applicable listing standards as of the Closing.

Related Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Company Shareholder Support Agreement

Concurrently with the execution of the Agreement, certain shareholders of Vesicor entered into a support agreement, pursuant to which each such shareholder agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement. The total number of shares of Vesicor Common Stock owned by Vesicor shareholders who entered into the support agreement is 6,870,000, which is 90.04 percent of the issued and outstanding shares of Vesicor Common Stock as of the date of this proxy statement/prospectus. Each of the Vesicor shareholders who entered into a support agreement are expected to also sign a written consent to vote in favor of the Business Combination after the effectiveness of the Form S-4 Registration Statement.

The Vesicor shareholders who entered into the support agreements were only executive officers, directors, affiliates, founders or their family members, or holders of 5% or more of the voting equity securities of Vesicor. Vesicor does not intend to solicit votes in favor of the Business Combination from Vesicor shareholders who did not sign the support agreement, especially since the Vesicor shareholders who signed the support agreement hold sufficient voting power to approve the Business Combination.

The foregoing description of the Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by the full text of the Shareholder Support Agreement, a copy of which is included as Exhibit [*] to the registration statement of which this proxy statement/prospectus forms a part.

Lock-Up Agreement

In connection with the Closing certain shareholders of the PubCo (individually, the “Holder” or “Warrant Holder,” collectively, the “Holders”) will enter into a lock-up agreement (the “Lock-Up Agreement”) with PubCo.

Pursuant to the Lock-Up Agreement, the Holders will agree not to transfer (except for certain permitted transfers) any shares of PubCo Common Stock held by such Holder for a period of six (6) months following the Closing Date. Certain Holders of Vesicor Warrants are subject to a twelve (12) month lock-up period. Permitted transfers include estate planning transfers, gifts to family members, transfers to affiliates, and other limited exceptions, provided that the transferee agrees to be bound by the same lock-up restrictions.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Form of Lock-Up Agreement, a copy of which is included as Exhibit [*] to this proxy statement/prospectus.

Amended and Restated Registration Rights Agreement

In connection with the transactions, Black Hawk, Vesicor, certain investors of the PPM Investment, as applicable, certain existing shareholders of Black Hawk and certain shareholders of Vesicor will enter into an Amended and Restated Registration Rights Agreement to provide for the registration rights in connection with the PubCo Common Stocks received by them in the Merger.

The following sets forth the estimated shares of Public Shares to be subject to the Amended and Restated Registration Rights Agreement (“Rights Agreement” for purposes of following estimates) under the scenarios indicated, which speaks as of the date of this proxy statement/prospectus and is subject to change based on actual redemption of Public Shares and exercise of Vesicor Warrants into Public Shares (“Warrant Shares”).

No Redemption of Public Shares

Public Shares			8,929,500
Vesicor Public Shares			6,079,908
Estimated Total Public Shares subject to Rights Agreement:			15,009,408

Max Redemption of Public Shares

Public Shares			2,029,500
Vesicor Public Shares			6,079,900
Estimated Total Public Shares subject to Rights Agreement:			8,109,408

50% Redemption of Public Shares

Public Shares			2,029,500
Vesicor Public Shares			3,450,000
Estimated Total Public Shares subject to Rights Agreement			11,559,408

If we include the Public Shares from exercise of Vesicor warrants (“Warrant Shares”) (fully diluted basis), then the estimation would be, as of the date of this proxy statement/prospectus, as follows:

No Redemption of Public Shares with Warrant Shares

Public Shares			8,929,500
Vesicor Public Shares			7,000,000
Estimated Total Public Shares subject to Rights Agreement			15,929,500

Max Redemption of Public Shares with Warrant Shares

Public Shares			2,029,500
Vesicor Public Shares			7,000,000
Estimated Total Public Shares subject to Rights Agreement			9,029,500

50% Redemption of Public Shares with Warrant Share

Public Shares			2,029,500
Vesicor Public Shares			7,000,000
Estimated Total Public Shares subject to Rights Agreement			12,479,500

PubCo Post-Business Combination

Additional Information

For additional information, including information about certain material U.S. Federal Income Tax Consequences to U.S. Holders of Public Shares and other agreements relating to the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal 1: The Business Combination Proposal.”

Proposal 2: The Domestication Proposal

As a condition to Closing, pursuant to the terms of the Business Combination Agreement, Black Hawk has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved by Black Hawk’s shareholders, will authorize a change of Black Hawk’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Black Hawk is currently governed by the Companies Act, upon the Domestication, PubCo will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as between the second amended and restated memorandum and articles of association and the Organizational Documents. Accordingly, Black Hawk encourages shareholders to carefully review the information in the section of this proxy statement/prospectus entitled “The Domestication Proposal—Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication.”

In connection with the Domestication: (i) each Black Hawk Class A ordinary share issued and outstanding immediately prior to the Domestication will remain outstanding and will automatically convert, on a one-for-one basis, into one share of PubCo Common Stock; (ii) each Black Hawk Unit issued and outstanding will automatically be cancelled and each holder thereof will be entitled, per Black Hawk Unit, to one share of PubCo Common Stock and one-half of one PubCo Warrant. No fractional PubCo Warrants will be issued in the process described in this clause (ii).

Proposal 3: The Organizational Documents Proposal

Black Hawk is proposing that Black Hawk’s shareholders approve, by special resolution, the Organizational Documents Proposal in connection with the replacement of the second amended and restated memorandum and articles of association, under the Companies Act, with the Organizational Documents, under the DGCL, in accordance with the Domestication. The Black Hawk Board has each unanimously approved the Organizational Documents Proposal and believe such proposal is necessary to adequately address the needs of PubCo following the completion of the Business Combination. Approval of the Organizational Documents Proposal is a condition to the completion of the Business Combination.

Concurrently with the Domestication, and prior to the effective time of the Merger, PubCo will file a certificate of incorporation with the Secretary of State of the State of Delaware (the “Proposed Certificate of Incorporation”) and will adopt bylaws (the “Proposed Bylaws”), which together will govern the rights, privileges, and preferences of the holders of PubCo securities after the Closing.

The foregoing descriptions of the Proposed Certificate of Incorporation and the Proposed Bylaws do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of PubCo COI and PubCo Bylaws, copies of which are included as Annex B and Annex C, respectively, to the Business Combination Agreement (attached as Annex A hereto), and the terms of which are incorporated herein by reference.

Proposals 4: The Director Proposal

Black Hawk is proposing that its shareholders approve, effective upon the completion of the Business Combination, the election of [ ] directors to serve on the PubCo Board until the [ ] annual meeting of stockholders, and until their respective successors are duly elected and qualified.

Proposal 5: The Nasdaq Proposal

Assuming the Domestication Proposal, the Business Combination Proposal and the Organizational Documents Proposal are approved, Black Hawk’s shareholders are also being asked to consider and vote on a proposal to approve by ordinary resolution for the purposes of complying with the applicable provisions of Nasdaq, the issuance of PubCo Common Stocks in connection with the Business Combination and the additional PubCo Common Stocks that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq. The Nasdaq Proposal is to be submitted for consideration and vote by the Black Hawk Shareholders by ordinary resolution.

Proposal 6: The Incentive Plan Proposal

Black Hawk is proposing that its shareholders approve by ordinary resolution the 2025 EIP, which will become effective upon the completion of the Business Combination. The 2025 EIP will be used by PubCo to compensate employees and other service providers following the completion of the Business Combination.

Proposal 7: The Adjournment Proposal

The Adjournment Proposal allows the Black Hawk Board to submit a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the Black Hawk Board. If the Adjournment Proposal is presented to the Public Shareholders, it will be submitted to consideration and vote by ordinary resolution.

Date and Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be at [10:00 a.m., Eastern Time, on [*], 2025], at Black Hawk’s offices at [*] and virtually via live webcast at [*], to consider and vote upon the proposals to be submitted to the Extraordinary General Meeting, including if necessary or desirable, the Adjournment Proposal.

The live webcast of the Extraordinary General Meeting can be accessed by visiting [*], where you will be able to listen to the meeting live and vote during the meeting. Please have your control number, which can be found on your proxy card, to join the Extraordinary General Meeting. If you do not have a control number, please contact the Continental, the transfer agent.

Registering for the Extraordinary General Meeting

As a registered shareholder, you received a Proxy Card from Continental. The form contains instructions on how to attend the live webcast of the Extraordinary General Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the live webcast of the Extraordinary General Meeting starting on [*], 2025 at [9:00 a.m., Eastern Time]. Enter the URL address into your browser https://www.cstproxy.com/[*], enter your control number, name and email address. Once you pre-register you can vote your shares. At the start of the Extraordinary General Meeting, you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting. Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Either way, you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the Extraordinary General Meeting by dialing [*], within the U.S. or Canada, or [*], outside the U.S. and Canada (standard rates apply); when prompted, enter the pin number [*]. This is listen-only, you will not be able to vote or enter questions during the Extraordinary General Meeting. If you attend the Extraordinary General Meeting in person, you will be able to communicate with other shareholders and vote at the Extraordinary General Meeting.

Voting Power; Record Date

Shareholders of Black Hawk will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Black Hawk Ordinary Shares at the close of business on [*], 2025, which is the record date for the Extraordinary General Meeting (the “Record Date”). Shareholders of Black Hawk will have one vote for each Black Hawk Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Black Hawk’s Rights do not have voting rights. As of the close of business on the Record Date, there were [ ] Black Hawk Class A Ordinary Shares and [0] Black Hawk Class B Ordinary Shares outstanding.

Quorum and Vote of Shareholders

A quorum of Black Hawk’s shareholders is necessary to hold a valid meeting. The holders of a majority of the issued and outstanding Ordinary Shares, being individuals present in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence virtually at the Extraordinary General Meeting), shall constitute a quorum. In the absence of a quorum, the Chairperson of the Extraordinary General Meeting has the power to adjourn the Extraordinary General Meeting. As of the Record Date for the Extraordinary General Meeting, [*] Ordinary Shares would be required to achieve a quorum.

Each of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the Organizational Documents Proposal, and the Equity Incentive Plan Proposal is interdependent upon the others and must be approved in order for Black Hawk to complete the Business Combination contemplated by the Business Combination Agreement. If any of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Equity Incentive Plan Proposal fails to receive the required approval by the shareholders of Black Hawk at the Extraordinary General Meeting, the Business Combination will not be completed.

The following votes are required for each proposal at the Extraordinary General Meeting:

●

Business Combination Proposal: The Business Combination Proposal must be approved by an ordinary resolution, being a resolution passed by the holders of a majority of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

●

Domestication Proposal: The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Holders of the Black Hawk Class B Ordinary Shares and holders of Black Hawk Class A Ordinary Shares will have one vote per share in respect of any vote to continue Black Hawk in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of Black Hawk in such other jurisdiction).

●

Organizational Documents Proposals: The Organizational Documents Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

●

Nasdaq Proposal: The Nasdaq Proposal must be approved by an ordinary resolution, being a resolution passed by the holders of a majority of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

●

Director Proposal: The election of the director nominees pursuant to the Director Election Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

●

Incentive Plan Proposal: The Incentive Plan Proposal must be approved by an ordinary resolution, being a resolution passed by the holders of a majority of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

●

Adjournment Proposal: The Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

Redemption Rights

Pursuant to the Current Charter, a Public Shareholder may request that Black Hawk redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a) hold Public Shares or hold Public Shares through Black Hawk Units and you elect to separate your Black Hawk Units into the underlying Public Shares and Black Hawk Rights prior to exercising your redemption rights with respect to the Public Shares; and

(b) prior to [5:00] p.m., Eastern Time, on [*], 2025 (two business days prior to the vote at the Extraordinary General Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Black Hawk’s transfer agent, that Black Hawk redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through [*].

Holders of Black Hawk Units must elect to separate the underlying shares and rights prior to exercising redemption rights with respect to the Public Shares. If holders hold their Black Hawk Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Black Hawk Units into the underlying shares and rights, or if a holder holds Black Hawk Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, Black Hawk will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with Black Hawk’s initial public offering (“IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Black Hawk to fund Regulatory Withdrawals and/or to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares. As of [*,] [*], this would have amounted to approximately $[*] per Public Share. If a Public Shareholder exercises its redemption rights, it will be exchanging such shareholder’s Public Shares for the right to receive such shareholder’s pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS - REDEMPTION RIGHTS” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Shareholders must properly exercise their right to redeem the Public Shares they hold and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on [*], 2025 (two business days prior to the vote at the Extraordinary General Meeting). Immediately following the consummation of the Business Combination, Black Hawk will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Shareholders that validly exercised their redemption rights.

Holders of Black Hawk’s Right will not have redemption rights with respect to any of their Right (including any Ordinary Shares underlying Right).

Summary of Redemption and Dilution Impact

Public Shareholders may elect to redeem their Public Shares for cash while retaining their Public Rights, which convert into shares of the post-combination company upon closing. This structure creates a potential divergence of interests between redeeming and non-redeeming shareholders. Redeeming shareholders recover their investment and still receive post-closing shares, while non-redeeming shareholders remain fully invested and bear the risk of dilution from the issuance of shares underlying all outstanding Public Rights—including those held by redeeming shareholders.

High levels of redemptions may increase dilution for non-redeeming shareholders, reduce the post-closing public float, and limit the cash available to the combined company. These factors may adversely affect the ownership, voting power, and investment value of non-redeeming shareholders.

Appraisal Rights

Shareholders of Black Hawk do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Black Hawk has engaged [Advantage Proxy, Inc.] to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person (which would include presence virtually at the Extraordinary General Meeting) if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting - Revoking Your Proxy.”

Conflicts of Interests

Interests of Black Hawk’s Insiders, Officers, and Directors in the Business Combination

Since the Sponsor, its affiliates, representatives and Black Hawk’s officers and directors (the “Initial Stockholders”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with Vesicor is appropriate. Such interests include that the Initial Stockholders will lose their entire investment in Black Hawk if Black Hawk does not complete a business combination. When you consider the recommendation of the Black Hawk Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Initial Stockholders, have interests in such proposal that are different from, or in addition to (which may conflict with), those of Black Hawk stockholders generally.

These conflicts of interest include, among other things, the interests listed below:

●

the fact that the Initial Shareholders collectively hold 1,960,500 Class A ordinary shares, representing approximately 21.96% of the issued and outstanding voting capital of Black Hawk, including 1,725,000 Insider Shares and 235,500 Private Units, each consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Private Units, generating total proceeds of $2,355,000.

●

the fact that Black Hawk has agreed to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As of the date of this proxy statement/prospectus, Black Hawk has not reimbursed Sponsor for any out-of-pocket expenses;

●

the fact that Black Hawk 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. As of the date hereof, 1,960,500 Founder Shares are beneficially owned by the Sponsor. The Founder Shares will have a significantly higher value at the time of the Business Combination even after giving effect to the Forfeiture Agreement (assuming maximum redemption, the [_] Founder Shares that will not be surrendered by the Sponsor will have an aggregate market value of approximately $[__] million, based on the closing price of the Common Stock of $[_] on the Nasdaq Global Market on [_], 2025);

●

The fact that the Sponsor owns an aggregate of 235,500 Private Units. Based on a market price of $[_] per unit on [_], 2025, the value of the Units was $[_]. The Private Placement Units(including underlying securities) will be worthless if Black Hawk does not consummate a business combination.

●

the fact that the Sponsor and each of the directors and officers of Black Hawk owns the following number of Insider Shares:

Name of Beneficial Owner	Insider Shares
Black Hawk Management LLC⁽¹⁾		1,960,500	⁽¹⁾
Kent Louis Kaufman		1,960,500
Jonathan Ginsberg		-
Daniel M. McCabe		-
Terry W. Protto		-

(1)	It includes the shares owned by Black Hawk Management LLC, a Delaware limited liability company, which is controlled by Mr. Kent Louis Kaufman.

●

the fact that Sponsor, officers, advisors and directors of Black Hawk have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares it holds if Black Hawk fails to consummate an initial business combination by December 22, 2026 or, if such period is extended, within such extended period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if Black Hawk fails to complete its initial business combination within the prescribed time frame) and therefore, such securities will be worthless if the initial business combination is not consummated by such deadline;

●

the fact that the Initial Stockholders have agreed to vote the Ordinary Shares in favor of the Business Combination Agreement and the Business Combination, including the Merger;

●

the fact that Black Hawk is obligated to the Sponsor pursuant to an Administrative Services agreement commencing on December 4, 2023 through the earlier of the consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. The SPAC incurred $83,945 and $0 for the year ended November 30, 2024 and the period from September 28, 2023 (inception) to November 30, 2023, respectively. The entire amount of $83,945 was paid to the Sponsor, as such, there was no amount due to the Sponsor as of November 30, 2024.

●

the fact that the Black Hawk’s Interim Charter organizational documents provide an explicit waiver of corporate opportunity under Delaware law for its officers and directors. And Daniel M. McCabe is also a director of Yotta Acquisition Corporation (“Yotta”) and Quetta Acquisition Corporation (“Quetta”), which could potentially limit business opportunities that Black Hawk may pursue in the event that Daniel M. McCabe offer business combination opportunities suitable for Yotta to Quetta. Black Hawk believes the waiver of corporate opportunity is essential to its ability to retain and attract qualified officers and directors and that such waiver has not impeded the Black Hawk’s ability to identify a potential acquisition target and consummate a business combination;

●

the fact that the Initial Stockholders will receive material benefits from the completion of an initial business combination and may be incentivized to complete the Business Combination rather than liquidate (in which case the Initial Stockholders would lose their entire investment);

●

the fact that Black Hawk’s officers, advisors and directors are not required to, and will not, commit their full time to Black Hawk’s affairs, which may result in a conflict of interest in allocating their time between Black Hawk’s operations and the proposed Business Combination and their other businesses. In addition, certain of Black Hawk’s officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, and therefore could have conflicts of interest in determining whether to present such business combination opportunity to such entity. Black Hawk does not believe that duties have had any material impact on the identification of companies that may be appropriate acquisition targets;

●

the fact that given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the units sold in the Black Hawk IPO, the Sponsor and its affiliates may earn a positive rate of return on their investment even if PubCo’s Common Stock trades below the price initially paid for the units sold in the Black Hawk’s IPO and the public stockholders experience a negative rate of return following the completion of the Business Combination;

●

the fact that Sponsor and the directors and officers of Black Hawk have entered into a registration rights agreement, pursuant to which such persons have registration rights to require Black Hawk to register a sale of any of its securities held by them;

●

the fact that the Sponsor and Black Hawk’s officers and directors will lose their entire investment in Black Hawk and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by December 22, 2026 or, if such period is extended, within such extended period;

	●	the continued indemnification of Black Hawk’s directors and officers and the continuation of SPAC’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

	●	at the option of the Sponsor, the $[ ] principal balances under the Convertible Note may be converted into Black Hawk Ordinary Shares in connection with the Business Combination, with the number of shares issued to be calculated by dividing the principal amount being converted by the most favorable price or valuation at which the target company issued equity or equity-linked securities to third parties within the past 36 months;

●

the fact that if the Trust Account is liquidated, including in the event Black Hawk is unable to complete an initial business combination by December 22, 2026 or, if such period is extended, within such extended period, the Sponsor has agreed to indemnify Black Hawk to ensure that the proceeds in the Trust Account are not reduced below $10 per share, or such lesser per share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Black Hawk has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Black Hawk, but only if such vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

●

the fact that Black Hawk may be entitled to distribute or pay over funds held by Black Hawk outside the Trust Account to the Sponsor or any of its affiliates prior to the closing of the Business Combination.

The foregoing personal and financial interests of the Sponsor as well as Black Hawk’s directors and executive officers may have influenced their motivation in identifying and selecting Vesicor as a business combination target and completing an initial business combination with Vesicor. Moreover, the foregoing interests present a risk that the Sponsor will benefit from the completion of a business combination, including in a manner that may not be aligned with the public stockholders. As such, the Sponsor may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the Black Hawk Board to vote for the proposals, its stockholders should consider these interests. See the sections entitled “Risk Factors”, “Proposal 1: The Business Combination Proposal - Interests of Black Hawk’s Directors and Officers and Others in the Business Combination and “Beneficial Ownership of Securities” and “Proposal 1: The Business Combination Proposal - Recommendation of the Black Hawk Board and Reasons for the Business Combination” for more information and other risks.

Additionally, in connection with the Extension Proposal approved on July 8, 2025, Black Hawk has the ability to extend the deadline to consummate a business combination up to 18 times, each for an additional one-month period, by depositing $150,000 per month into the Trust Account (the “Extension Payments”). These Extension Payments are expected to be funded by Black Hawk’s Sponsor or its affiliates, and not from the proceeds of Black Hawk IPO or Trust Account.

As a result, the Sponsor (and its affiliates) have a financial interest in the completion of the Business Combination, as the Extension Payments represent capital at risk that may not be recoverable if no business combination is completed. These payments increase the Sponsor’s sunk investment in the transaction and thereby may create an incentive for the Sponsor and Black Hawk’s officers and directors to complete a business combination — even if the terms are not favorable to public shareholders — in order to avoid liquidation and the resulting loss of the Extension Payments and other capital contributions.

Recommendation of the Board

The Black Hawk Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Black Hawk and recommends that Black Hawk’s shareholders vote FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Proposal, “FOR” the Incentive Plan Proposal, and, if presented at the Extraordinary General Meeting, “FOR” the Adjournment Proposal.

Conditions to the Closing of the Business Combination

For a discussion of the conditions to the closing of the Business Combination, please see “Proposal 1: The Business Combination Proposal.”

United States Federal Income Tax Consequences

For a description of the United States federal income tax considerations of an exercise of redemption rights, the domestication and the Business Combination, please see “Proposal 1: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences to Redemption - Tax Consequences to U.S. Holders That Elect to Have Their Ordinary Shares Converted for Cash” and “Proposal 1: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to Black Hawk Shareholders.”

Anticipated Accounting Treatment

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Proposal 1: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences to Redemption - Anticipated Accounting Treatment.”

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with the Registrar of Companies of the Cayman Islands and Secretary of State of the State of Delaware necessary to effectuate the Domestication and Merger and (ii) compliance with applicable U.S. federal and state securities laws, filings required with the SEC pursuant to the reporting requirements applicable to Black Hawk, the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to Black Hawk’s shareholders and the prospectus to Black Hawk’s shareholders and Vesicor’s securityholders, and filings with Nasdaq.

Compensation Received by the Sponsor

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Black Hawk to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

	Interest in Securities	Other Compensation
Sponsor	In October 2023, an aggregate of 17,725,000 Insider Shares, or the Founder Shares, were issued to the Sponsor for an aggregate purchase price of $25,000. As of the date hereof, 1,725,000 Insider Shares are beneficially owned by the Sponsor.	Black Hawk has agreed to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. As of [ ], 2025, there were $[ ] out-of-pocket unpaid reimbursable expenses for which the Initial Shareholders, including the Sponsor and its affiliates, are awaiting reimbursement.

	Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding Black Hawk Ordinary Shares will convert automatically, on a one-for-one basis, into one share of PubCo Common Stock. In the event the share price of PubCo Common Stock falls below the price paid by a shareholder of Black Hawk at the time of purchase of Black Hawk Ordinary Shares by such stockholder, a situation may arise in which the Sponsor or a director of Black Hawk maintains a positive rate of return on its/ his/her Black Hawk Ordinary Shares while such stockholder of Black Hawk experiences a negative rate of return on the shares such stockholder of Black Hawk purchased. The securities currently owned by the Sponsor, directors, officers and any holders of our Founder Shares prior to consummation of the IPO (the “Initial Shareholders”) will have a significantly higher value at the time of the Business Combination than at the time of purchase. For purpose of illustration, given that as of the date of this prospectus, the Initial Shareholders collectively hold 1,725,000 shares of Black Hawk Ordinary Shares, including 1,725,000 Insider Shares and 235,500 Private Units, each consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Private Units, generating total proceeds of $2,355,000. Immediately after Closing, the aggregate value of PubCo Common Stock owned by the Initial Shareholders would be $[ ] and the Initial Shareholders would have a potential aggregate profit of $[ ], representing a profit of $[ ] per PubCo Common Share, whereas other public stockholders of Black Hawk would only have a profit of $[ ] per PubCo Common Share;	Black Hawk has agreed to pay Sponsor or its affiliates a total of up to $10,000 per month for certain general and administrative services, including office space, administrative and support commencing on the closing date of the IPO. As of the date hereof, Black Hawk owes the Sponsor a total of $[__] [which has/has not been paid.]

	On June 23, 2025, Black Hawk issued an unsecured convertible promissory note with a 6% annual interest rate (the “Convertible Note”) to the Sponsor to cover expenses in connection with extension payments for the business Combination Period. The initial amount of the loan was $350,000. Pursuant to the Convertible Note, the Sponsor has the right to convert the unpaid principal of the note into ordinary shares of Black Hawk, upon the notice of a deSPAC transaction. The number of shares issued (the “Conversion Shares”) will be calculated by dividing the principal amount being converted by the most favorable price or valuation at which the target company in connection with the deSPAC transaction issued equity or equity-linked securities to third parties within the past 36 months (the “Conversion Price”).

The retention of shares by Sponsor and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the equity interests of non-redeeming public stockholders of Black Hawk.

Recommendations of the Board to the Stockholders of Black Hawk

After consulting with Black Hawk’s management, the Sponsor and legal advisors and the Black Hawk Board unanimously approved the execution of the definitive Merger Agreement on April 25, 2025. In making its determination with respect to the transactions contemplated thereby, the Black Hawk Board considered and evaluated several factors, including, but not limited to, the factors discussed below. In light of the complexity and variety of such factors, the Black Hawk Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors that the Board considered in reaching its determination and supporting its decision. The Black Hawk Board viewed its decision as being based on all of the information available and the factors presented to and considered by the Black Hawk Board.

Before reaching its decision, the Black Hawk Board discussed the results of the due diligence conducted by Black Hawk’s management and their advisors, which included:

●

review of the draft fairness opinion provided by EntrepreneurShares LLC Evaluation Services (for more details, please refer to “Proposal No. 1 - The Business Combination Proposal — “Opinion of EntrepreneurShares LLC, as Fairness Opinion Provider to the Black Hawk Board”);

●

review of Vesicor’s financial, legal, and operational (for more details, please refer to “Proposal No. 1 – “Due Diligence; Negotiations of the Business Combination and Other Events”)

●

meetings and calls with the management team and advisors of Vesicor regarding its operations and operational forecasts;

●

consultations with Vesicor’s management and legal advisors;

●

review of Vesicor’s business operation arrangements, intellectual property, financial, tax, legal, real estate and accounting due diligence;

●

Vesicor’s unaudited financial statements;

●

internal analysis on comparable target companies; and

●

internal research on comparable transactions.

Risk Factors Summary

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page [61]. Such risks include, but are not limited to, the following risks with respect to Black Hawk subsequent to the Business Combination:

Risks Related to Domestication and the Business Combination

●

The ability of Black Hawk Shareholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow Black Hawk to complete the Business Combination or optimize its capital structure.

●

There are risks to Black Hawk Shareholders who are not affiliates of the Sponsor of becoming stockholders of PubCo through the Business Combination rather than acquiring securities of Vesicor directly in an underwritten public offering, including no independent due diligence review by a traditional underwriter.

●

Because Black Hawk’s Insiders will lose their entire investment in Black Hawk if the Business Combination or an alternative business combination is not completed, and because Black Hawk’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Vesicor was appropriate for Black Hawk’s initial business combination.

●

The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of PubCo Common Stock at such time is substantially less than $10.00 per share.

●

The Sponsor, directors, officers, advisors and their affiliates may elect to purchase Ordinary Shares from Public Shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Ordinary Shares.

Risks Related to Ownership of PubCo Common Stock

●

An active market for PubCo’s securities may not develop, which would adversely affect the liquidity and price of PubCo’s securities.

●

There can be no assurance that the PubCo Common Stock that will be issued in connection with the Business Combination will be approved for listing on the Nasdaq following the Closing, or that PubCo will be able to comply with the continued listing rules of the Nasdaq.

●

PubCo’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

●

There will be material differences between your current rights as a holder of Black Hawk Shares and the rights one will have as a holder of PubCo Common Stock, some of which may adversely affect you.

Risks Related to Redemption

●

Since the Business Combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of Black Hawk Class A Ordinary Shares after or in connection with such Business Combination.

●

If Black Hawk Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

●

There is no guarantee that a Black Hawk Public Shareholder’s decision whether to redeem its Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

Risks Related to Black Hawk

●

If third parties bring claims against Black Hawk, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

●

If Black Hawk were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

●

Neither Black Hawk nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration received by TRT Black Hawk Shareholders in the event that any of the representations or warranties made by Vesicor in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

●

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect Black Hawk’s or Vesicor’s business, financial condition or results of operations, or prospects.

Risks Related to Vesicor’s Limited Operating History, Financial Condition and Capital Requirements

●

We are an early-stage therapeutic development company that has incurred losses, with nominal or no revenues, since our formation in 2008. Our business activities since 2008 have been limited to research and development for a single therapeutic product candidate and raising working capital, which we rely upon to sustain operations. We anticipate that we will incur continued losses for the foreseeable future.

●

We anticipate that we will not generate any significant revenues or possibly no revenues in the foreseeable future because of the lengthy development, regulatory approval process, uncertainty about obtaining regulatory approval of and uncertainty about commercial prospects for our sole product candidate. We do not have any approved products or products in the approval process. We have not commenced the regulatory approval process for our sole product candidate and do not anticipate doing so before the end of 2026.

●

The independent registered public auditor has expressed a continued going concern based on our recurring losses, negative cash flows and cumulative net losses raise substantial doubt about our ability to continue as a going concern.

●

After the Closing and consummation of any private funding, and in addition to any funding resulting from the consummation of the Business Combination, we expect to require ongoing, possibly substantial additional funding to develop our sole product candidate, seek regulatory approval and, if approved, seek to commercialize the product.

Risks Related to Vesicor’s Product Development

●

We are dependent on the success of our only product candidate, ecm-RV/p53, which is still in the development stage and has not commenced regulatory approval process, which is anticipated to commence before the end of 2026. If we are unable to complete development of, commence and obtain regulatory approval for and commercialize ecm-RV/p53 product in a timely manner or at all, our business will be significantly harmed.

●

ecm-RV/p53 product candidate, our sole product candidate, is a novel, unproven therapeutic and may either fail to provide the necessary therapeutic benefits that will allow regulatory approval or result in successful commercialization. Our product candidate may not have the anticipated medical benefits. We may have overestimated the market potential of our product candidate. We do not have an alternative product candidate and may be unable to develop one.

●

If we, or any third-party contractors or consultants used in the development, testing, or commercialization of our product candidate, fail to comply with applicable contractual obligations or regulatory requirements, or fail to meet expected deadlines, we may be unable to obtain regulatory approval for our sole product candidate and, as such, fail to commence operations to generate possible revenues.

●

Staff reductions and related restructuring of operations at the FDA and U.S. Department of Health and Human Services or “HHS” under the Trump Administration in 2025, as well as adoption of generative artificial intelligence programs for FDA reviewers, may adversely impact our efforts or plans for obtaining regulatory approval for our ecm-RV/p53 product candidate, which regulatory review process we intend to pursue before the end of 2026. Based on the current uncertainties and changes at the FDA and HHS, we cannot predict the regulatory environment in 2026 as of the date of this proxy statement/prospectus.

Risks Related to Vesicor’s Business

●

We rely on a small number of key personnel for management of our company and we rely significantly on the services of our chief executive officer, Dr. Luo Feng, to lead our product development efforts. The loss of any key personnel would have a significant adverse impact on our business and prospects for developing a commercial product, especially the loss of the services of our chief executive officer leading the development of our ecm-RV/p53 product candidate development. We have no key man insurance.

●

Any disruption in our research and development laboratory or product development efforts could adversely affect our business, financial condition and results of operations.

Risks Related to Vesicor’s Intellectual Property

●

We have no patents for our sole product candidate. If we are unable to obtain and maintain patent protection for our sole product candidate, or if the scope of the patent protection obtained is not sufficiently broad to provide adequate protection from competitors using the same technology that we use, then we may not be able to obtain regulatory approval for our product candidate or we may be unable to compete effectively in our markets against competitive products based on the same technology. Even if patents are obtained, patents may not fully protect our intellectual property rights for the product candidate or may be circumvented by competitors.

●

We may be subject to legal challenges while seeking regulatory approval or after regulatory approval on the basis of intellectual property rights infringement and we may fail to obtain needed regulatory approvals to commercialize our product candidate, which is our sole basis for any future revenues.

●

We rely on trade secrets protection by confidentiality agreements and invention assignment agreements, which agreements may not fully or adequately protect our trade secrets.

Risks Related to Government Regulations applicable to Vesicor

●

The regulatory approval processes of the FDA is lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our sole product candidate, our business, financial condition and results of operations will be substantially harmed. We will require ongoing working capital to pursue development of our product candidate, conduct the regulatory review of the product candidate, and, if approved, commercialization of the product candidate.

●

We are and will be subject to a number of federal and state laws and regulations and our failure to comply with those laws and regulations may result in the failure of our efforts to develop a viable product or impose significant liabilities on our company.

●

The policies and actions of the Trump Administration and HHS Secretary Robert F. Kennedy Jr., who oversees the FDA, may have significant, potentially adverse impact, on our business plans or efforts to obtain regulatory approval for our product candidate and then commercialize that product. Further, congressional efforts to change or affect health care and medical research and development may affect our business plans or efforts to obtain regulatory approval and then commercialize our product candidate.

SELECTED HISTORICAL FINANCIAL INFORMATION OF BLACK HAWK

Black Hawk is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Black Hawk’s balance sheet data as of February 28, 2025 and the statement of operations and cash flows data for the three months ended February 28, 2025 are derived from Black Hawk’s unaudited financial statements included elsewhere in this registration statement. The audited balance sheet data of Black Hawk as of November 30, 2024 and the statement of operations and cash flows data for the year ended November 30, 2024 are derived from Black Hawk’s audited financial statements included elsewhere in this registration statement.

Black Hawk’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with Black Hawk’s financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Black Hawk” and other financial information contained elsewhere in this proxy statement.

	February 28, 2025			November 30, 2024
Balance Sheet Data:
Total assets	$	72,800,437		$	72,143,335
Total liabilities	$	2,484,701		$	2,485,978
Class A ordinary shares subject to possible redemption	$	72,595,175		$	71,829,264
Total shareholders’ (deficit) equity	$	(2,279,439	)	$	(2,171,907	)

	For the Three Months Ended February 28, 2025			For the Year Ended November 30, 2024
Income Statement Data:
Loss from operations	$	(108,769	)	$	(576,076	)
Interest earned on investments held in Trust Account	$	765,911		$	2,484,264
Bank interest		1,237			7,515
Net income (loss)	$	658,379		$	1,915,703
Basic and diluted net income per share, redeemable Class A ordinary shares	$	0.07		$	0.29
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares	$	0.07		$	0.29
Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		6,900,000			4,769,672
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		2,029,500			1,935,488

	For the Three Months Ended February 28, 2025			For the Year Ended November 30, 2024
Statements of Cash Flow Data:
Cash flows used in operating activities	$	(163,314	)	$	(553,665	)
Cash flows used in investing activities		-			(69,345,000	)
Cash flows provided by financing activities		-			70,038,407
Net change in cash		(163,314	)		139,742
Cash at beginning of year/period		264,842			125,100
Cash at end of year/period	$	101,528		$	264,842

SELECTED HISTORICAL FINANCIAL INFORMATION OF VESICOR

Vesicor is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. Vesicor’s balance sheet data as of March 31, 2025 and the statements of operations and cash flows data for the three months ended March 31, 2025 are derived from Vesicor’s unaudited financial statements included elsewhere in this registration statement. The audited balance sheet data of Vesicor as of December 31, 2024 and the statements of operations and cash flow data for the year ended December 31, 2024 are derived from Vesicor’s audited financial statements included elsewhere in this registration statement.

Vesicor’s historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the selected historical financial data set forth below together with Vesicor’s financial statements and the accompanying notes included elsewhere in this proxy statement, the information in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vesicor” and other financial information contained elsewhere in this proxy statement.

	March 31, 2025			December 31, 2024
Balance Sheet Data:
Cash	$	162,409		$	107,853
Total current assets		162,409			107,853
Total assets	$	186,806		$	144,178
Total liabilities	$	116,595		$	103,791
Common stock		983,400			812,400
Additional paid-in capital		2,086			2,086
Accumulated deficit		(915,275	)		(774,099	)
Total stockholders’ equity		70,211			40,387
Total liabilities and stockholders’ equity	$	186,806		$	144,178

	For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2024
Statements of Operations Data:
Revenue	$	-		$	4,850
Cost of goods sold		-			1,371
Gross profit		-			3,479
Operating expenses
Research and development		679			21,459
General and administrative expenses, related party		18,000			72,000
General and administrative expenses, other		115,599			199,500
Total operating expenses		134,278			292,959
Loss from operations		(134,278	)		(289,480	)
Other income (expenses)
Other income		-			1,407
Interest expense		(6,898	)		(647	)
Total other income (expenses)		(6,898	)		760
Loss before provision for income taxes		(141,176	)		(288,720	)
Provision for income taxes		-			-
Net loss	$	(141,176	)	$	(288,720	)
Basic and fully diluted income (loss) per common share:
Net loss per common share	$	(.02	)	$	(.06	)
Weighted average common shares outstanding - basic and fully diluted		7,300,344			5,218,744

	For the Three Months Ended March 31, 2025			For the Year Ended December 31, 2024
Statements of Cash Flow Data:
Cash flows used in operating activities	$	(116,444	)	$	(265,809	)
Cash flows used in investing activities		-			-
Cash flows provided by financing activities		171,000			200,000
Net change in cash		54,556			(65,809	)
Cash at beginning of year/period		107,853			173,662
Cash at end of year/period	$	162,409		$	107,853

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Mergers. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and for the three months ended March 31, 2025 give pro forma effect to the Transactions as if they had occurred as of the beginning of the earliest period present (“Statements of Operations Pro Forma Transaction Accounting Adjustments”). Collectively, the Balance Sheet Pro Forma Transaction Accounting Adjustments and Statements of Operations Pro Forma Transaction Accounting Adjustments are referred to in this section as “transaction accounting adjustments”.

The pro forma financial information has been derived from and should be read in conjunction with:

	●	the accompanying notes to the pro forma financial information;

	●	the historical unaudited financial statements of Vesicor as of and for the three months ended March 31, 2025 and the historical audited financial statements for the fiscal year ended December 31, 2024 and the related notes included elsewhere in this proxy statement/prospectus;

	●	the historical unaudited financial statements of Black Hawk as of and for the three months ended February 28, 2025 and the historical audited financial statements for the fiscal year ended November 30, 2024 and the related notes included elsewhere in this proxy statement/prospectus;

	●	the existing Business Combination Agreement, a copy which is attached to this proxy statement/prospectus as Annex A, is incorporated herein by reference; and

	●	the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Black Hawk”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vesicor”, and the other financial information relating to Black Hawk and Vesicor included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined balance sheet as of March 31, 2025 has been prepared using the following:

	●	Black Hawk’s unaudited historical balance sheet as of February 28, 2025, and

	●	Vesicor’s unaudited historical balance sheet as of March 31, 2025.

The unaudited pro forma combined statement of operations for the three months ended March 31, 2025 has been prepared using the following:

	●	Black Hawk’s unaudited historical statement of operations for the three months ended February 28, 2025, and

	●	Vesicor’s unaudited historical statement of operations for the three months ended March 31, 2025.

The unaudited pro forma combined statement of operations for the year ended December 31, 2024 has been prepared using the following:

	●	Black Hawk’s audited historical statement of operations for the year ended November 30, 2024, and

	●	Vesicor’s audited historical statement of operations for the year ended December 31, 2024.

The unaudited pro forma financial information is provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor is it indicative of the future combined results of operations or financial position of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

Description of the Merger

On April 26, 2025, Black Hawk Acquisition Corporation, a Cayman Islands exempted company, entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor Therapeutics, Inc., a California corporation (which 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 (as defined below) (the “Vesicor”), and BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”). 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 be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk the “Merger”), (prior to the Domestication, Black Hawk shall be referred to herein as “Parent”, and at and after the Domestication, “PubCo”). The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Business Combination;” and the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.” Upon the closing of the Business Combination, PubCo, as the public company, will change its name to Vesicor Therapeutics Holdings, Inc. and PubCo plans to remain Nasdaq-listed under a new ticker symbol. Capitalized terms shall have the meaning as defined in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, in considerations of the transactions set forth above, Vesicor equity holders will be entitled to receive Common Stock, of Vesicor as set forth in the Business Combination Agreement, and as further described in this as set forth in the Business Combination Agreement, and as further described in this proxy statement/prospectus.

The aggregate Merger Consideration issuable to Vesicor equity holders at Closing will be 7,000,000 shares of Common Stock at a deemed value of $10.00 per share for an aggregate Merger Consideration of $70 million.

Accounting for the Merger

Under any of the redemption scenarios, we anticipate that the Merger will be accounted for as a reverse recapitalization, in accordance with GAAP using the guidance in ASC 805 on accounting for reverse business combinations. Under this method of accounting, Black Hawk will be treated as the “acquired” company for financial reporting purposes, and Vesicor will be the accounting “acquirer”. This determination was primarily based on the assumption that: (i) Vesicor’s current shareholders will hold a majority of the voting power of the PubCo post Business Combination; (ii) Vesicor, effective upon the Business Combination, the post-combination board has the right to nominate the majority of the members of the board of directors of PubCo; (iii) Vesicor’s operations will substantially comprise the ongoing operations of PubCo after the Business Combination and (iv) Vesicor’s senior management will comprise the senior management after the Business Combination. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Vesicor issuing stock for the net assets of Black Hawk, accompanied by a recapitalization. With the exception of shareholders’ equity, presentation of the financial statements in a reverse merger represents a continuation of the legal acquiree (accounting acquirer). The assets and liabilities of Vesicor are recognized at historical cost with no goodwill or other intangible assets recorded in the financial statements.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to the transaction accounting required for the Merger. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined entity upon the Closing.

The unaudited pro forma condensed combined financial information is for illustrative purposes only and do not necessarily reflect what the Parent’s financial condition or results of operations would have been had the Merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Parent. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent Management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. Black Hawk and Vesicor have not had any historical relationship prior to the Mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemptions of Black Hawk Common Shares into cash:

No Redemption Scenario.

●

This presentation assumes that no holders of Black Hawk Common Shares exercise their redemption rights upon the Closing.

Maximum Redemption Scenario.

●

This presentation assumes the redemption of 6.9 million Black Hawk Common Shares, at a per share redemption price of $10.52, inclusive of interest earned on the Trust Account, resulting in a total aggregate redemption of $72.6 million from the Trust Account.

50% Redemption Scenario.

●

This presentation assumes the redemption of 3.45 million Black Hawk Common Shares, at a per share redemption price of $10.52, inclusive of interest earned on the Trust Account, resulting in a total aggregate redemption of $36.3 million from the Trust Account, such that after redemptions the Trust Account will be at least $36.3 million.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different. For more information regarding the underlying assumptions to the No Redemption Scenario and Maximum Redemption Scenario, see the section titled “Voting Power and Implied Ownership of Black Hawk Upon Consummation of the Business Combination”.

The following summarizes the proforma common stock outstanding under the three scenarios:

	No Redemption Scenario					Maximum Redemption Scenario					50% Redemption Scenario
	Shares		Percentage			Shares		Percentage			Shares		Percentage
Vesicor initial stockholders ⁽¹⁾		7,000,000		43.94	%		7,000,000		77.52	%		7,000,000		56.09	%
Black Hawk public stockholders, subject to redemption		6,900,000		43.32	%		-		0.00	%		3,450,000		27.65	%
Black Hawk sponsor stockholders		2,029,500		12.74	%		2,029,500		22.48	%		2,029,500		16.26	%
		15,929,500		100.00	%		9,029,500		100.00	%		12,479,500		100.00	%

(1)

Represents issuance of shares of PubCo Common Stock to existing Vesicor equity holders on a fully diluted basis (includes 920,092 underlying warrant shares) equal to the quotient of (a) the Aggregate Closing Merger Consideration Value ($70,000,000) divided by (b) Redemption Price ($10.00), as defined in the Business Combination Agreement.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2025*

	Black Hawk SPAC (as reported)			Vesicor Therapeutics Inc. (as reported)			Transaction Adjustments (No Redemption)				Proforma Combined (No Redemption)			Transaction Adjustments (Maximum Redemption)				Proforma Combined (Maximum Redemption)			Transaction Adjustments (50% Redemption)				Proforma Combined (50% Redemption)
Current Assets
Cash and cash equivalents	$	101,528		$	162,409		$	72,595,175		(c)	$	72,859,112		$	-			$	263,937		$	36,297,588		(e)	$	36,561,525
								10,000,000		(j)		10,000,000			10,000,000		(j)		10,000,000			10,000,000		(j)		10,000,000
								(2,415,000	)	(f)		(2,415,000	)		(2,415,000	)	(f)		(2,415,000	)		(2,415,000	)	(f)		(2,415,000	)
								(69,701	)	(g)		(69,701	)		(69,701	)	(g)		(69,701	)		(69,701	)	(g)		(69,701	)
Prepaid expenses and other current assets		103,734										103,734							103,734							103,734
Total current assets		205,262			162,409			80,110,474				80,478,145			7,515,299				7,882,970			43,812,887				44,180,558

Long-term assets
Investments held in trust		72,595,175						(72,595,175	)	(c)		-			(72,595,175	)	(d)		-			(72,595,175	)	(e)		-
Right of use asset, net					16,138							16,138							16,138							16,138
Security deposits					8,259							8,259							8,259							8,259
Total assets	$	72,800,437		$	186,806		$	7,515,299			$	80,502,542		$	(65,079,876	)		$	7,907,367		$	(28,782,288	)		$	44,204,955

Current Liabilities
Accounts payable and accrued expenses				$	29,280						$	29,280						$	29,280						$	29,280
Accounts payable and accrued expenses, related party					24,000							24,000							24,000							24,000
Lease liability - current					16,417							16,417							16,417							16,417
Note payable, net of discount					46,898							46,898							46,898							46,898
Accrued offering costs and expenses		69,701						(69,701	)	(g)		-			(69,701	)	(g)		-			(69,701	)	(g)		-
Total Current Liabilities		69,701			116,595			(69,701	)			116,595			(69,701	)			116,595			(69,701	)			116,595

Long-term liabilities
Deferred underwriting fee payable		2,415,000						(2,415,000	)	(f)		-			(2,415,000	)	(f)		-			(2,415,000	)	(f)		-
Total Liabilities		2,484,701			116,595			(2,484,701	)			116,595			(2,484,701	)			116,595			(2,484,701	)			116,595

Commitments and Contingencies
Black Hawk Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 6,900,000 shares and 6,900,000 shares issued and outstanding at redemption value of $10.52 and $10.41 as of February 28, 2025 and November 30, 2024, respectively		72,595,175						(72,595,175	)	(i)		-			(72,595,175	)	(d)		-			(72,595,175	)	(e)		-

Stockholder’s equity
Black Hawk Class A ordinary shares, $0.0001 par value, 450,000,000 shares authorized;		203						(203	)	(k)					(203	)	(k)					(203	)	(k)
2,029,500 shares issued and outstanding as of February 28, 2025. (excluding 6,900,000 shares subject to redemption)
Vesicor Common stock, $0 par value; authorized - 100,000,000 shares; 7,371,337 and 7,270,002 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively					983,400			(983,400	)	(a)		-			(983,400	)	(a)		-			(983,400	)	(a)		-

PubCo Class A Common Stock								690		(i)		1,593							903			345		(e)		1,248
								700		(b)					700		(b)					700		(b)
								203		(k)					203		(k)					203		(k)

Additional paid in capital					2,086			(700	)	(b)		81,299,629			(700	)	(b)		8,705,144			(700	)	(b)		45,002,387
								(690	)	(i)
								72,595,175		(i)												36,297,243		(e)
								983,400		(a)					983,400		(a)					983,400		(a)
								10,000,000		(j)					10,000,000		(j)					10,000,000		(j)
								(2,279,642	)	(h)					(2,279,642	)	(h)					(2,279,642	)	(h)

Accumulated deficit		(2,279,642	)		(915,275	)		2,279,642		(h)		(915,275	)		2,279,642		(h)		(915,275	)		2,279,642		(h)		(915,275	)
Total stockholders’ equity		(2,279,439	)		70,211			82,595,175				80,385,947			10,000,000				7,790,772			46,297,588				44,088,360

Total liabilities and stockholders’ equity	$	72,800,437		$	186,806		$	7,515,299			$	80,502,542		$	(65,079,876	)		$	7,907,367		$	(28,782,288	)		$	44,204,955

The unaudited pro forma condensed combined balance sheet as of March 31, 2025 combines the historical unaudited consolidated balance sheet of Black Hawk as of February 28, 2025 with the historical unaudited balance sheet of Vesicor of March 31, 2025.

See accompanying notes to the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR
THE THREE MONTHS ENDED MARCH 31, 2025*

	Black Hawk SPAC (as reported)			Vesicor Therapeutics Inc. (as reported)			Transaction Adjustments (No Redemption)				Proforma Combined (No Redemption)				Transaction Adjustments (Maximum Redemption)				Proforma Combined (Maximum Redemption)				Transaction Adjustments (50% Redemption)				Proforma Combined (50% Redemption)
Revenue	$	-		$	-		$	-			$	-			$	-			$	-			$	-			$	-
Cost of goods sold	$	-		$	-		$	-			$	-			$	-			$	-			$	-			$	-
Gross Profit	$	-		$	-		$	-			$	-			$	-			$	-			$	-			$	-

Operating expenses
Research and development		-			679							679								679								679
General and administrative expenses, related party		30,000			18,000							48,000								48,000								48,000
General and administrative expenses, other		78,769			115,599							194,368								194,368								194,368

Total operating expenses	$	108,769		$	134,278		$	-			$	243,047			$	-			$	243,047			$	-			$	243,047

Loss from operations	$	(108,769	)	$	(134,278	)	$	-			$	(243,047	)		$	-			$	(243,047	)		$	-			$	(243,047	)

Other income (expenses)
Interest expense					(6,898	)						(6,898	)							(6,898	)							(6,898	)
Interest income		1,237										1,237								1,237								1,237
Interest earned on investments held in Trust Account		765,911						(765,911	)	(bb)		-				(765,911	)	(bb)		-				(765,911	)	(bb)		-

Total other income (expenses)	$	767,148		$	(6,898	)	$	(765,911	)		$	(5,661	)		$	(765,911	)		$	(5,661	)		$	(765,911	)		$	(5,661	)

Income (loss) before provision for income tax	$	658,379		$	(141,176	)	$	(765,911	)		$	(248,708	)		$	(765,911	)		$	(248,708	)		$	(765,911	)		$	(248,708	)

Provision for income tax	$	-		$	-		$	-			$	-			$	-			$	-			$	-			$	-

Net income (loss)	$	658,379		$	(141,176	)	$	(765,911	)		$	(248,708	)		$	(765,911	)		$	(248,708	)		$	(765,911	)		$	(248,708	)

Basic and fully diluted loss per common share:
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		6,900,000
Basic and diluted net income per Class A redeemable shares	$	0.07
Basic and diluted weighted average shares outstanding, non-redeemable shares		2,029,500
Basic and diluted net income per non-redeemable shares	$	0.07

Weighted average common shares outstanding					7,300,344							15,929,500								9,029,500								12,479,500
Net income (loss) per common share				$	(0.02	)					$	(0.02	)	(aa)					$	(0.03	)	(aa)					$	(0.02	)	(aa)

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025 combines the historical unaudited statement of operations of Black Hawk for the three months ended February 28, 2025, and the historical unaudited statement of operations of Vesicor for the three months ended March 31, 2025.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR

THE YEAR ENDED DECEMBER 31, 2024*

	Black Hawk SPAC (as reported)			Vesicor Therapeutics Inc. (as reported)			Transaction Adjustments (No Redemption)				Proforma Combined (No Redemption)				Transaction Adjustments (Maximum Redemption)				Proforma Combined (Maximum Redemption)				Transaction Adjustments (50% Redemption)				Proforma Combined (50% Redemption)
Revenue	$	-		$	4,850		$	-			$	4,850			$	-			$	4,850			$	-			$	4,850
Cost of goods sold	$	-		$	1,371		$	-			$	1,371			$	-			$	1,371			$	-			$	1,371
Gross Profit	$	-		$	3,479		$	-			$	3,479			$	-			$	3,479			$	-			$	3,479

Operating expenses
Research and development					21,459							21,459								21,459								21,459
General and administrative expenses, related party		83,945			72,000							155,945								155,945								155,945
General and administrative expenses, other		492,131			199,500							691,631								691,631								691,631

Total operating expenses	$	576,076		$	292,959		$	-			$	869,035			$	-			$	869,035			$	-			$	869,035

Loss from operations	$	(576,076	)	$	(289,480	)	$	-			$	(865,556	)		$	-			$	(865,556	)		$	-			$	(865,556	)

Other income (expenses)
Other income					1,407							1,407								1,407								1,407
Interest expense					(647	)						(647	)							(647	)							(647	)
Interest income		7,515										7,515								7,515								7,515
Interest earned on marketable securities held in Trust Account		2,484,264						(2,484,264	)	(bb)		-				(2,484,264	)	(bb)		-				(2,484,264	)	(bb)		-

Total other income (expenses)	$	2,491,779		$	760		$	(2,484,264	)		$	8,275			$	(2,484,264	)		$	8,275			$	(2,484,264	)		$	8,275

Income (loss) before provision for income tax	$	1,915,703		$	(288,720	)	$	(2,484,264	)		$	(857,281	)		$	(2,484,264	)		$	(857,281	)		$	(2,484,264	)		$	(857,281	)

Provision for income tax	$			$	-		$	-			$	-			$	-			$	-			$	-			$	-

Net income (loss)	$	1,915,703		$	(288,720	)	$	(2,484,264	)		$	(857,281	)		$	(2,484,264	)		$	(857,281	)		$	(2,484,264	)		$	(857,281	)

Basic and fully diluted loss per common share:
Basic and diluted weighted average shares outstanding,
Class A ordinary shares subject to possible redemption		4,769,672
Basic and diluted net income per Class A redeemable shares	$	0.29
Basic and diluted weighted average shares outstanding, non-redeemable shares		1,935,488
Basic and diluted net income per non-redeemable shares	$	0.29

Weighted average common shares outstanding					5,218,744							15,929,500								9,029,500								12,479,500
Net loss per common share				$	(0.06	)					$	(0.05	)	(aa)					$	(0.09	)	(aa)					$	(0.07	)	(aa)

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 combines the historical audited statement of operations of Black Hawk for the year ended November 30, 2024, and the historical audited statement of operations of Vesicor for the year ended December 31, 2024.

See accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The pro forma adjustments have been prepared as if the Mergers had been consummated on March 31, 2025, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Mergers had been consummated on December 1, 2023, in the case of the unaudited pro forma condensed combined statement of operations, as this is the beginning of the earliest period presented in the unaudited pro forma condensed combined statement of operations.

The unaudited pro forma combined balance sheet as of March 31, 2025 has been prepared using the following:

	●	Black Hawk’s unaudited historical balance sheet as of February 28, 2025, and

	●	Vesicor’s unaudited historical balance sheet as of March 31, 2025.

The unaudited pro forma combined statement of operations for the three months ended March 31, 2025 has been prepared using the following:

	●	Black Hawk’s unaudited historical statement of operations for the three months ended February 28, 2025, and

	●	Vesicor’s unaudited historical statement of operations for the three months ended March 31, 2025.

The unaudited pro forma combined statement of operations for the year ended December 31, 2024 has been prepared using the following:

	●	Black Hawk’s audited historical statement of operations for the year ended November 30, 2024, and

	●	Vesicor’s audited historical statement of operations for the year ended December 31, 2024.

The unaudited pro forma condensed combined financial information has been prepared assuming the following methods of accounting in accordance with GAAP.

The Merger will be accounted for as a reverse recapitalization, in accordance with GAAP using the guidance in ASC 805 on accounting for reverse business combinations.

Vesicor has been determined to be the predecessor to the combined entity.

Under this method of accounting, Black Hawk will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Mergers will be treated as the equivalent of Vesicor issuing stock for the net assets of Black Hawk, accompanied by a recapitalization. The net assets of Black Hawk will be stated at their historical value within the pro-forma with no goodwill or other intangible assets recorded.

The pro forma adjustments represent Management’s estimates based on information available as of the date of this proxy statement/prospectus and are subject to change as additional information becomes available and additional analyses are performed. Management considers this basis of presentation to be reasonable under the circumstances.

The unaudited pro forma condensed combined financial information does not give effect to any tax impacts associated with the pro forma adjustments.

2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2025 are as follows:

(a) Reflects the cancellation of Vesicor equity holders 7.27 million shares of Common Stock issued and outstanding immediately prior to the merger.

(b) Represents issuance of 7,000,000 shares of PubCo Class A Common Stock to existing Vesicor equity holders determined by calculating $70,000,000 divided by $10.00 as per the following terms defined in the Business Combination Agreement.

(i)

“Aggregate Closing Merger Consideration” means a number of shares of PubCo Common Stock equal to the quotient of (a) the Aggregate Closing Merger Consideration Value divided by (b) Redemption Price.”

(ii)

“Aggregate Closing Merger Consideration Value is $70,000,000”

(iii)

“Redemption Price is $10.00”

(c) Reflects the reclassification of cash held in short-term investments that become available in conjunction with the Merger.

(d) Represents the pro forma adjustment to record the redemption of 6.9 million Black Hawk Class A ordinary shares given a maximum redemption scenario, at an assumed redemption price of $10.52 per share, inclusive of interest earned on funds held in the Trust Account.

(e) Represents the pro forma adjustment to record the redemption of 3.45 million Black Hawk Class A ordinary shares given a 50% redemption scenario, at an assumed redemption price of $10.52 per share, inclusive of interest earned on funds held in the Trust Account and the reclassification of the remaining 3.45 million shares of Black Hawk Class A ordinary share to PubCo Class A Common Stock.

(f) Represents the pro forma adjustment to record Black Hawk deferred underwriting commissions due of $2,415,000 paid in cash at closing.

(g) Represents the pro forma adjustment to record Black Hawk transaction costs to be paid in cash at the closing of the Merger, consisting of accrued offering costs and expenses $69,701.

(h) Reflects the elimination of Black Hawk historical accumulated deficit.

(i) Reflects the reclassification of 6.9 million of Black Hawk Class A ordinary shares subject to possible redemption to PubCo Class A Common Stock.

(j) Reflects Vesicor equity transaction financing of $10,000,000 to be obtained prior to closing.

(k) Reflects the reclassification of 2.03 million Black Hawk Class A ordinary shares to PubCo Class A Common Stock.

3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations

The adjustments included in the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025 and for the fiscal year ended December 31, 2024, are related to the Merger:

(aa) Pro forma basic earnings (loss) per share is computed by dividing the net income (loss) available to common shareholders by the weighted-average shares of Common stock outstanding during the period.

(bb) Reflects the elimination of Black Hawk interest earned in the Trust Account.

COMPARATIVE PER SHARE INFORMATION

The following table sets forth summary historical comparative share information for Black Hawk and Vesicor and unaudited pro forma condensed combined per share information of PubCo after giving effect to the Transactions and Material Events, presented under the two assumed redemption scenarios as follows:

●

Assuming No Additional Redemptions: This presentation assumes that no additional Black Hawk public shareholders exercise redemption rights on or prior to the consummation of the Business Combination.

●

Assuming Maximum Redemption: This presentation assumes that 6,900,000 Public Shares are redeemed by Black Hawk public shareholders for aggregate redemption payments of $72,595,175. As all of the Black Hawk Insiders (as well as other holders of Founders Shares) waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation.

Black Hawk is providing the following audited comparative per share information to assist you in your analysis of the financial aspects of the Transactions:

	Black Hawk		Vesicor			Assuming No Redemptions (Scenario 1)		Assuming 100% Redemptions (Scenario 2)
As of and for the fiscal year ended November 30, 2024 for Black Hawk and December 31, 2024 for Vesicor
Shares outstanding
Weighted average shares outstanding of redeemable ordinary shares		4,769,672
Weighted average shares outstanding of non-redeemable ordinary shares and common shares		1,935,488		5,218,744
Post-Combination weighted average shares outstanding							15,929,500		9,029,500
Net income (loss) per ordinary share and common share
Basic and diluted net income per share for redeemable ordinary shares	$	0.29	$	-		$	-	$	-
Basic and diluted net income (loss) per share for non-redeemable ordinary shares and common shares	$	0.29	$	(0.06	)	$	0.10	$	0.18

Vesicor

There is no public market for any of Vesicor’s equity securities.

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, PubCo’s business, financial condition or results of operations. If any of the events described below occur, PubCo’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of PubCo’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Black Hawk and Vesicor. Certain of the following risk factors apply to the business and operations of Vesicor and will also apply to the business and operations of PubCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, Alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of PubCo following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Black Hawk, and Vesicor, which later may prove to be incorrect or incomplete. Black Hawk and Vesicor may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vesicor” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Black Hawk” and the financial statements of Vesicor and Black Hawk and the notes thereto included herein, as applicable.

If a larger number of shares are submitted for redemption than Black Hawk currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in Black Hawk’s Current Charter is not approved, Black Hawk may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to Black Hawk or Vesicor on acceptable terms or at all.

Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Black Hawk may experience additional redemptions prior to and in connection with consummation, if any, of the proposed Business Combination, which will further reduce the funds otherwise deliverable from the Trust Account to PubCo in connection with the Closing, which may negatively impact PubCo’s business plans, perhaps significantly, or the time period in which such plans can be carried out, if at all. Additional Black Hawk shares may be redeemed in connection with the consummation of the proposed Business Combination, if any, and in the event that Black Hawk seeks additional approvals from its shareholders to extend the time period Black Hawk has to complete an initial business combination. Additional redemptions by Public Shareholders will further deplete the funds available to be delivered to PubCo from the Trust Account at the Closing, which will increase the risk that PubCo may not have sufficient capital to execute its business plans. If there is insufficient capital available from the Trust Account to fund PubCo’s business plans, PubCo may be forced to consider other capital or financing sources to fund its business plans and operations, which may not be available to PubCo on favorable terms, if at all.

You may be unable to ascertain the merits or risks of Vesicor’s operations.

If the Business Combination is consummated, PubCo will be affected by numerous risks inherent in the lines of business that PubCo expects to pursue. Although Black Hawk’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with Vesicor, Black Hawk cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of Black Hawk’s control. Black Hawk also cannot assure you that an investment in Black Hawk’s securities will not ultimately prove to be less favorable to investors in Black Hawk than a direct investment, if an opportunity were available, in PubCo. In addition, if Black Hawk Shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for Black Hawk to consummate the Business Combination.

There is no assurance that Black Hawk’s diligence will reveal all material risks that may be present with regard to Vesicor. Subsequent to the completion of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Black Hawk cannot assure you that the due diligence Black Hawk has conducted on Vesicor will reveal all material issues that may be present with regard to Vesicor, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of Black Hawk’s control will not later arise. Vesicor is aware that Black Hawk must complete an initial business combination before its expiration. Consequently, Vesicor may have obtained leverage over Black Hawk, knowing that if Black Hawk does not complete the Business Combination, Black Hawk may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, Black Hawk has had limited time to conduct due diligence. Vesicor is a privately held company that expects to offer products and services that have not yet been fully developed or been commercialized and Black Hawk therefore has made its decision to pursue a business combination with Vesicor on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, PubCo may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if Black Hawk’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on PubCo’s liquidity, the fact that PubCo reports charges of this nature could contribute to negative market perceptions about PubCo or PubCo’s securities. In addition, charges of this nature may cause PubCo to violate leverage or other covenants to which it may be subject as a result of assuming pre-existing debt held by Vesicor or by virtue of it obtaining debt financing following the Closing. Accordingly, any shareholders of Black Hawk who choose to remain stockholders of PubCo following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Black Hawk’s officers or directors of a duty of care or other fiduciary duty owed by them to Black Hawk, or if they are able to successfully bring a private claim under securities laws that the Registration Statement of which this proxy statement/prospectus forms a part contained an actionable material misstatement or material omission.

After the consummation of the Business Combination, PubCo’s Chief Executive Officer and Chief Financial Officer will hold the same executive officer positions at Vesicor and serve as directors of both companies, and Warren Hosseinion, M.D., will serve as Chairman of the Board of Directors of PubCo and will continue to serve as Chairman of the Board of Directors of Vesicor. All three persons are deemed key personnel of PubCo and Vesicor and they will each devote time to each of the companies as they and each of the respective company’s Board of Directors deem necessary to adequately perform their duties at each company. This could cause a diversion of their time and attention from PubCo’s business and operations, and as a result could have a material adverse effect on PubCo’s business and operations.

After the consummation of the Business Combination: (1) Dr. Feng will serve as PubCo’s and Vesicor’s Chief Executive Officer and a director of both companies; (2) Michael Bowen will serve as Chief Financial Officer of PubCo and Vesicor and a director of both companies; and (3) Warren Hosseinion, M.D., will serve as Chairman of the Board of Directors of both companies. These three persons are deemed key personnel of each company. The amount of time that each of Dr. Feng, Mr. Bowen and Dr. Hosseinion devotes to PubCo will vary day-to-day and week-to-week depending on the then current needs and demands of each company’s business, transactions each company may be evaluating, and other corporate matters. Each person and the Board of Directors of each company will determine the actual allocation of time and days to be worked at the company. Such diversion of management attention could have a material adverse effect on PubCo’s or Vesicor’s business and operations.

Mr. Bowen’s work as Chief Financial Officer at Vesicor has been provided on “as needed, part time basis”, which has been deemed sufficient to meet Vesicor’s current needs at that position by the Vesicor Board of Directors. Mr. Bowen’s work as Vesicor’s Chief Financial Officer has been supplemented by a contractor acting as a controller, which arrangement will be extended to PubCo until the hiring of a full time PubCo Chief Financial Officer. PubCo intends to recruit a full time Chief Financial Officer for PubCo after the consummation of the Business Combination and, after that hire, Mr. Bowen will focus on his duties as Chief Financial Officer of Vesicor with the continued assistance of the contract controller.

Additionally, subject to sufficient working capital after the Business Combination, PubCo and Vesicor each intends to add full-time staff as needed to meet the operational needs of each company, especially hires needed for day-to-day operations management, product development and for accounting and finance.

The exact allocation of hours or days by each person to their respective duties at the two companies as not been determined as of the date of this proxy statement/prospectus and may not be known or ascertainable until they commence their respective duties after the consummation of the Business Combination.

The interests of Vesicor may not always align with those of PubCo or the Public Shareholders and this could lead to actions that may not be in the best interests of PubCo or the Public Shareholders, which misalignment may create conflicts of interest for key personnel serving in executive officer positions or as directors of both companies.

The interests of Vesicor and interests of PubCo or the Public Shareholders may not always align. For instance, PubCo may determine that it would benefit from certain tax or business development positions or strategic plans for Vesicor, or acquisitions of assets or businesses, that would be adverse or not consistent with Vesicor’s strategic focus on development of the ecm-RV/p53 product candidate and subsequent pursuit of regulatory approval and commercialization for that product, which development and pursuit of regulatory approval and commercialization may take years and is subject to uncertainties of requisite regulatory approvals, which approvals are within sole discretionary authority of regulators and may not be granted in a timely manner or not at all. This misalignment of interests may create conflicts of interest for key personnel serving as executive officers or directors or in both capacities for both Vesicor and PubCo and the key personnel may be unable or unwilling to reach a resolution that serves the best interests of PubCo or the Public Shareholders, but may compromise or hinder the pursuit of Vesicor’s strategic focus on pursuit, including adequate funding, of development, regulatory approval and commercialization of ecm-RV/p53 product candidate.

Further, the interests of a public company and its public shareholders are typically served by business strategies for sustained revenue generation and profitability resulting in possible appreciation of stock price and enhanced liquidity of the stock. Vesicor’s strategic focus on the ecm-RV/p53 product candidate, which strategy may take years to produce the kind of business and financial results that are conducive to sustained revenue generation and profitability and any resulting stock price appreciation and enhanced liquidity of the stock and which strategy may fail to achieve those business and financial results and resulting PubCo public shareholder benefits. The Vesicor strategic plan centered on the ecm-RV/p53 product candidate is also subject to failure due to the failure to obtain requisite regulatory approvals for the regulatory review or approval of commercial use, which regulatory approvals are in the sole discretion of the regulators and may not be granted in a timely manner or at all. Due to the length of time required to implement the strategy for ecm-RV/p53 product candidate, even if that strategy succeeds in completion of product development, attaining the regulatory approval, and the launch of commercialization efforts, all of those events subject to uncertainty, changes in medical technology or treatment, regulatory requirements, patient and health care provider preferences, or healthcare insurance reimbursement policies may ultimately invalidate Vesicor’s strategic plan and result in its failure to produce business and financial results that serve the best interests of PubCo and the Public Shareholders. The Vesicor key personnel serving as key personnel of PubCo may be unwilling to abandon or adversely impact the Vesicor strategic plan when to do so serves the best interests of PubCo and the Public Shareholders.

There is no independent third-party investment bank taking on the economic risk typically borne by an underwriter in a traditional initial public offering (a “traditional underwriter”) in connection with the Business Combination. Because there is no traditional underwriter involved in the Business Combination or the issuance of Black Hawk’s securities in connection therewith, investors may not receive the benefit of the same outside independent review of Black Hawk’s and Vesicor’s respective finances and operations as would investors in an initial public offering, and it is possible that defects in Vesicor’s business or other problems that would have been discovered if Vesicor conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the PubCo Common Stock. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review by a traditional underwriter will be conducted in connection with the Business Combination, Black Hawk Shareholders may not have the benefit of the same independent review and investigation normally performed by a traditional underwriter in a public securities offering.

Unlike an underwritten initial public offering, the initial trading of PubCo’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of PubCo’s securities on the Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for PubCo’s securities during the period immediately following the listing.

Black Hawk is dependent upon its executive officers and directors and their departure could adversely affect Black Hawk ability to operate and to consummate the initial business combination. Additionally, Black Hawk’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Black Hawk’s ability to complete the initial business combination.

Black Hawk’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Black Hawk believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. The unexpected loss of the services of one or more of Black Hawk’s directors or executive officers could have a detrimental effect on Black Hawk and the ability to consummate the Business Combination. In addition, Black Hawk’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Black Hawk’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and Black Hawk’s directors also serve as officers and board members for other entities. If Black Hawk’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Black Hawk’s affairs which may have a negative impact on Black Hawk’s ability to consummate the Business Combination.

PubCo’s ability to be successful following the Business Combination will depend upon the efforts of the PubCo Board and key personnel and the loss of such persons could negatively impact the operations and profitability of PubCo’s post-Business Combination business.

PubCo’s ability to be successful following the Business Combination will be dependent upon the efforts of PubCo Board and key personnel. Black Hawk cannot assure you that the PubCo Board and key personnel will be effective or successful or remain with PubCo. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause PubCo’s management to have to expend time and resources helping them become familiar with such requirements. Accordingly, the future performance of PubCo will depend upon the quality of the post-Business Combination board of directors, management and key personnel of PubCo.

After the consummation of the Business Combination, PubCo’s Chief Executive Officer and Chief Financial Officer will hold the same executive officer positions at Vesicor and serve as directors of both companies, and Warren Hosseinion, M.D., will serve as Chairman of the Board of Directors of PubCo and will continue to serve as Chairman of the Board of Directors of Vesicor. All three persons are deemed key personnel of PubCo and Vesicor and they will each devote time to each of the companies as they and each of the respective company’s Board of Directors deem necessary to adequately perform their respective duties at each company. This could cause a diversion of their time and attention from PubCo’s business and operations, and as a result could have a material adverse effect on PubCo’s business and operations.

After the consummation of the Business Combination Agreement: (1) Dr. Feng will serve as PubCo’s and Vesicor’s Chief Executive Officer and a director of both companies; (2) Michael Bowen will serve as Chief Financial Officer of PubCo and Vesicor and a director of both companies; and (3) Warren Hosseinion, M.D., will serve as Chairman of the Board of Directors of both companies. These three persons are deemed key personnel of each company. The amount of time that each of Dr. Feng, Mr. Bowen and Dr. Hosseinion devotes to PubCo and to Vesicor will vary day-to-day and week-to-week depending on the then current needs and demands of each company’s business, transactions each company may be evaluating, and other corporate matters. Each person and the Board of Directors of each company will determine the actual allocation of time and days to be worked at each company. Such diversion of senior management attention could have a material adverse effect on PubCo’s or Vesicor’s business and operations.

The interests of Vesicor and interests of PubCo or its public shareholders may not always align. For instance, PubCo may determine that it and the Public Shareholders would benefit from certain tax or business development positions or strategic plans for Vesicor, or acquisitions of assets or businesses, that would be adverse to, or not consistent with, Vesicor’s strategic focus on development of the ecm-RV/p53 product candidate and subsequent pursuit of regulatory approval and commercialization for that product, which development and pursuit of regulatory approval and commercialization may take years and is subject to uncertainties of requisite regulatory approvals, which approvals are within sole discretionary authority of regulators and may not be granted in a timely manner or not at all. This misalignment of interests may create conflicts of interest for key personnel serving as executive officers or directors or in both capacities for both Vesicor and PubCo and the key personnel may be unable or unwilling to reach a resolution that serves the best interests of PubCo or the Public Shareholders, and, as such, adversely impact achievement of Vesicor’s strategic plan, including adversely affecting adequate funding, of the development, regulatory approval and commercialization of ecm-RV/p53 product candidate.

Vesicor has not completed the development of the ecm-RV/p53 product candidate, obtained regulatory approval of clinical trials for the ecm-RV/p53 product candidate or for commercial use of ecm-RV/p53 product candidate or any other product conduct for commercial use. All requisite regulatory approvals are within the sole discretion of regulators, including the FDA, and Vesicor is not certain of receiving all requisite regulatory approvals for ecm-RV/p53 in a timely manner or at all.

Further, the interests of a public company and its public shareholders are typically served by business strategies for sustained revenue generation and profitability resulting in possible appreciation of stock price and enhanced liquidity of the stock. Vesicor’s strategic focus is on the development of the ecm-RV/p53 product candidate, which strategy may take years to produce the kind of business and financial results that are conducive to sustained revenue generation and profitability and any resulting stock price appreciation and enhanced liquidity of the stock and which strategy may fail to achieve those business and financial results and resulting benefits for PubCo and Public Shareholders. The Vesicor strategic plan focused on the ecm-RV/p53 product candidate is also subject to failure due to the failure to obtain requisite regulatory approvals for the regulatory review or approval of commercial use, which regulatory approvals are in the sole discretion of the regulators and may not be granted in a timely manner or at all. Due to the length of time required to implement the strategy for ecm-RV/p53 product candidate, even if that strategy succeeds in completion of product development, attaining the regulatory approval, and the launch of commercialization efforts, all of those events subject to uncertainty, changes in medical technology or treatment, regulatory requirements, patient and health care provider preferences, or healthcare insurance reimbursement policies may ultimately invalidate Vesicor’s strategic plan and result in its failure of commercialization of the ecm-RV/p53product and thereby fail to produce the business and financial results that serve the best interests of PubCo and its Public Shareholders. The Vesicor key personnel serving as key personnel of PubCo may be unwilling to abandon or adversely impact the Vesicor strategic plan when to do so serves the best interests of PubCo and its Public Shareholders.

Black Hawk’s key personnel may negotiate employment or consulting agreements with PubCo in connection with the Business Combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

Black Hawk’s key personnel may be able to remain with PubCo after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place prior to the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of PubCo for services they would render to PubCo after the completion of the Business Combination. Any such arrangements are expected to be contingent upon the completion of the Business Combination and would be forfeited if the Business Combination is not consummated. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, Black Hawk believes the ability of such individuals to remain with PubCo after the completion of the Business Combination will not be the determining factor in Black Hawk’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of Black Hawk’s key personnel will remain with PubCo after the consummation of the Business Combination. Black Hawk cannot assure you that any of its key personnel will remain in senior management or advisory positions with PubCo.

Because Black Hawk’s Insiders will lose their entire investment in Black Hawk if the Business Combination or an alternative business combination is not completed, and because Black Hawk’s Insiders will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Vesicor was appropriate for Black Hawk’s initial business combination.

Black Hawk’s Insiders currently own various interests in Black Hawk, which may be worthless if Black Hawk does not complete a business combination. The personal and financial interests of Black Hawk’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Black Hawk’s initial business combination, its Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Black Hawk’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Black Hawk’s behalf. However, Black Hawk’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Black Hawk’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

Some of Black Hawk’s and Vesicor’s officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

Certain officers and directors of Black Hawk and Vesicor participate in arrangements that provide them with interests in the Business Combination that may be different from yours, including, among others, the continued service as an officer or director of PubCo, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of PubCo. If the Business Combination is not consummated and Black Hawk is forced to wind up, dissolve and liquidate in accordance with the Current Charter, the Founder Shares currently held by Black Hawk Insiders, which were initially acquired prior to the IPO, will be worthless (as the holders have waived liquidation rights with respect to such shares). Accordingly, the Sponsor and Black Hawk’s current executive officers and directors, have interests that may be different from, or in addition to, your interests as a shareholder. These interests, among others, may influence the officers and directors of Black Hawk and Vesicor to support or approve the Business Combination.

Black Hawk Shareholders and Vesicor stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If PubCo is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Black Hawk Shareholders and Vesicor stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent PubCo is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

If the conditions to the Merger are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the shareholders of Black Hawk and the stockholders of Vesicor, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Business Combination Agreement and in addition to shareholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the transactions, (ii) no pending litigation to enjoin or restrict the Closing, (iii) each party’s representations and warranties being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality thresholds), (iv) each party complying in all material respects with its covenants and agreements, (v) no Material Adverse Effect with respect to a party since the date of the Business Combination Agreement which remains continuing and uncured, (vi) an effective registration statement and (vii) the conditional Nasdaq approval. Black Hawk and Vesicor cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur or may be delayed and such delay may cause Black Hawk and Vesicor to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, Black Hawk may not be able to find another potential candidate for its initial business combination prior to Black Hawk’s deadline, and Black Hawk will be required to liquidate.

Black Hawk or Vesicor may waive one or more of the conditions to the Business Combination without recirculation of this proxy statement/prospectus or resoliciting stockholder approval.

Conditions to Black Hawk or Vesicor’s obligations to complete the Business Combination may be waived, in whole or in part, to the extent permitted by law, either unilaterally or by agreement of Black Hawk, Vesicor and Merger Sub. In the event of a waiver of a condition, the Black Hawk Board will evaluate the materiality of any such waiver to determine whether an amendment to this proxy statement/prospectus and resolicitation of stockholder approval is necessary.

In the event that the Black Hawk Board, in its own reasonable discretion, determines any such waiver does not require recirculation of this proxy statement/prospectus and resolicitation of its stockholders, it will have the discretion to complete the Business Combination without seeking further stockholder approval, which decision may have a material adverse effect on Black Hawk’s stockholders. For example, if Black Hawk and Vesicor agree to waive the requirement that the shares of PubCo Common Stock to be issued in the Business Combination have been approved for listing (subject to official notice of issuance) on Nasdaq as of the Closing, and their respective boards of directors elect to proceed with the Closing, Nasdaq may notify the combined company of its determination to delist the combined company’s securities based on the failure to satisfy the initial inclusion criteria in the Nasdaq application. The combined company may appeal the determination to a hearings panel, which would stay the delisting action pending a panel decision. If the combined company does not appeal the determination, its common stock would be delisted. Additionally, the Closing of the Business Combination is conditioned upon the satisfaction or waiver of procuring a PPM Investment by Vesicor. While, as of the date of this proxy statement/prospectus, Black Hawk and Vesicor do not intend to waive this or any other condition, Black Hawk and Vesicor may ultimately determine, in their sole discretion, to waive such condition. Given that, at the time that Black Hawk stockholders are expected to vote at the Extraordinary General Meeting, it will not be known whether the PPM Investment will close in a timely manner or at all, it is possible that Black Hawk may determine to consummate the Business Combination even if Vesicor does not obtain the PPM Investment prior to the Closing. In the event the Merger closes without receipt of the US$10,000,000 from the PPM Investment, the combined company would not have the same liquidity at Closing as it would have had if the condition was satisfied. Without taking into account any portion of the proceeds from the PPM Investment, Black Hawk’s estimated cash at closing of $[ ] million will permit the combined company to continue its operations, but its ability to fund its operating expenses and capital expenditure requirements in the future would be adversely affected. If Black Hawk does not receive any portion of the US$10,000,000 proceeds from the private financings, the combined company would have to raise significant additional capital by issuing equity securities or through additional debt arrangements, which may cause significant dilution to the combined company’s stockholders or restrict the combined company’s operations.

For more information about the conditions to the completion of the merger, see the section titled “Proposal 1: The Business Combination Proposal - Conditions to the Closing of the Business Combination.”

Neither Black Hawk nor its shareholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration received by Black Hawk Shareholders in the event that any of the representations or warranties made by Vesicor in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by Vesicor in the Business Combination Agreement will not survive the Closing. As a result, Black Hawk and its shareholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the consideration to be received by Black Hawk Shareholders if any representation or warranty made by Vesicor in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Black Hawk Shareholders would have no indemnification claim with respect thereto and PubCo’s financial condition or results of operations could be adversely affected.

We may not be able to complete the Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or Business Combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit the Business Combination to be consummated with us, we may not be able to consummate the Business Combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the CFIUS. CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate the Business Combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

Because we are a Cayman Islands exempted company, we may be considered a “foreign person” under such rules.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete the Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, or less in certain circumstances, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Nasdaq may delist Black Hawk’s securities from trading on its exchange prior to the Business Combination, which could limit investors’ ability to make transactions in Black Hawk’s securities and subject it to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on Nasdaq in the future and prior to the Business Combination. In order to continue listing our securities on Nasdaq prior to an initial Business Combination, we must maintain certain financial, distribution and share price levels. If Nasdaq delists our securities from trading on its exchange due to our inability to comply with any of the continued listing requirements, and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, ordinary shares and warrants are currently listed on Nasdaq, our units, ordinary shares and warrants are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offers our securities.

The Sponsor, directors, officers, advisors and their affiliates may elect to purchase Ordinary Shares from Black Hawk public shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Ordinary Shares.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material nonpublic information regarding Black Hawk or Black Hawk’s securities, Black Hawk’s Insiders, Vesicor and/or their respective affiliates may purchase Ordinary Shares and/or Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.

Entering into any such incentive arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Black Hawk will file a Current Report on Form 8-K prior to the Extraordinary General Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which Black Hawk has received redemption requests. Further, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

In addition, if such purchases are made, the public “float” of Ordinary Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the Black Hawk securities on a national securities exchange.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Black Hawk’s business, including its ability to complete the Business Combination, and results of operations.

Black Hawk is subject to laws and regulations enacted by national, regional and local governments. In particular, Black Hawk is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Black Hawk’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Black Hawk’s business, including its ability to complete the Business Combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. Some of these rules were adopted by the SEC on January 24, 2024 and will apply to us and may materially adversely affect Black Hawk’s ability to consummate the Business Combination and may increase the costs and time related thereto as well as to PubCo.

The SEC has recently issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such rules may increase our costs and the time needed to complete our Business Combination and may constrain the circumstances under which we could complete a business combination.

On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating, among other items, to disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and the potential liability of certain participants in proposed business combination transactions. These SPAC Rules may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination.

An active market for PubCo’s securities may not develop, which would adversely affect the liquidity and price of PubCo’s securities.

The price of PubCo’s securities may vary significantly due to factors specific to PubCo as well as to general market or economic conditions. Furthermore, an active trading market for PubCo’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

In connection with the Business Combination and as a condition to Vesicor’s obligations to complete the Business Combination, PubCo will be required to demonstrate compliance with the Nasdaq’s initial listing requirements, which generally require, among other criteria, a per share price of at least $4.00 and a market capitalization of at least $200,000,000. In addition to the listing requirements for PubCo’s common stock, the Nasdaq imposes listing standards on warrants. We cannot assure you that PubCo will be able to meet those initial listing requirements, in which case Vesicor will not be obligated to complete the Business Combination.

In order to continue the listing of its securities on the Nasdaq, Black Hawk prior to the Business Combination, and PubCo following the consummation of the Business Combination, must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed by the Nasdaq, distribution levels. Generally, a listed company must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (currently 300 public holders). Even if PubCo’s common stock and warrants are approved for listing on the Nasdaq, PubCo may not meet the Nasdaq continued listing requirements following the Business Combination.

If the Nasdaq delists PubCo’s securities from trading on its exchange and PubCo is not able to list its securities on another national securities exchange, PubCo’s securities could be quoted on an over-the-counter market. If this were to occur, PubCo could face significant material adverse consequences, including:

The continued eligibility for listing of PubCo’s securities may depend on, among other things, the number of Ordinary Shares that are redeemed.

Because the Black Hawk Units, Ordinary Shares and Black Hawk Rights are listed on the Nasdaq, the Black Hawk Units, Ordinary Shares and Black Hawk Rights qualify as covered securities under the statute. Although the states are preempted from regulating the sale of Black Hawk’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Black Hawk is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Black Hawk was no longer listed on the Nasdaq, Black Hawk’s securities would not qualify as covered securities under the statute and Black Hawk would be subject to regulation in each state in which Black Hawk offers its securities.

The market price of the PubCo Common Stock may decline as a result of the Business Combination.

The market price of the PubCo Common Stock may decline as a result of the Business Combination for a number of reasons including if:

PubCo’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

The trading price of PubCo Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your PubCo Common Stock at an attractive price due to a number of factors such as those listed in “-Risks Related to Operational Factors Affecting to Vesicor”, “-Risks Related to Regulatory, Legal and Tax Factors Affecting Vesicor” and the following:

These broad market and industry fluctuations may adversely affect the market price of PubCo’s common stock, regardless of PubCo’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of PubCo’s common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If PubCo was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from PubCo’s business regardless of the outcome of such litigation.

Because there are no current plans to pay cash dividends on PubCo Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your PubCo Common Stock at a price greater than what you paid for it.

PubCo intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on PubCo Common Stock will be at the sole discretion of the PubCo Board. The PubCo Board may take into account general and economic conditions, PubCo’s financial condition and results of operations, PubCo’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by PubCo to its stockholders or by its subsidiaries to it and such other factors as the PubCo Board may deem relevant. As a result, you may not receive any return on an investment in the PubCo Common Stock unless you sell your PubCo Common Stock for a price greater than that which you paid for it.

PubCo may issue additional PubCo Common Stock or other equity securities without seeking approval of the PubCo stockholders, which would dilute your ownership interests and may depress the market price of the PubCo Common Stock.

Upon consummation of the Business Combination, PubCo may choose to seek third party financing to provide additional working capital for the PubCo business, in which event PubCo may issue additional equity securities. Following the consummation of the Business Combination, PubCo may also issue additional PubCo Common Stock or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional PubCo Common Stock or other equity securities of equal or senior rank would have the following effects:

If securities or industry analysts do not publish research or reports about PubCo’s business, if they change their recommendations regarding the PubCo Common Stock or if PubCo’s operating results do not meet their expectations, the PubCo Common Stock price and trading volume could decline.

The trading market for PubCo Common Stock will depend in part on the research and reports that securities or industry analysts publish about PubCo or its businesses. If no securities or industry analysts commence coverage of PubCo, the trading price for the PubCo Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover PubCo downgrade its securities or publish unfavorable research about its businesses, or if PubCo’s operating results do not meet analyst expectations, the trading price of PubCo Common Stock would likely decline. If one or more of these analysts cease coverage of PubCo or fail to publish reports on PubCo regularly, demand for PubCo Common Stock could decrease, which might cause the PubCo Common Share price and trading volume to decline.

PubCo will issue PubCo Common Stock and other securities as consideration for the Business Combination, and PubCo may issue additional PubCo Common Stock or other equity or convertible debt securities without approval of the holders of PubCo Common Stock, which would dilute existing ownership interests and may depress the market price of PubCo Common Stock.

PubCo may continue to require capital investment to support its business, and PubCo may issue additional PubCo Common Stock or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of PubCo Common Stock in certain circumstances. Additionally, any Assumed Options, if issued and outstanding, may be exercised by holders thereof, may be converted into PubCo Common Stock after applying the merger consideration ratio determined in accordance with the Business Combination Agreement.

Furthermore, employees, directors and consultants of Vesicor are expected to be granted equity awards under the new Incentive Plan after the Business Combination. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for PubCo Common Stock. See “Management of PubCo Following the Business Combination - Compensation of Directors and Executive Officers - Equity Incentive Plans.”

PubCo’s issuance of additional PubCo Common Stock or other equity or convertible debt securities would have the following effects: (i) proportionate ownership and voting power of PubCo Common Stock by and of existing investors in Black Hawk relative to other PubCo investors may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; and (iii) the market price of PubCo Common Stock may decline.

There will be material differences between your current rights as a holder of Black Hawk Shares and the rights one will have as a holder of PubCo Common Stock, some of which may adversely affect you.

Upon completion of the Business Combination, Black Hawk Shareholders will no longer be shareholders of Black Hawk but will be stockholders of PubCo. There will be material differences between the current rights of Black Hawk Shareholders and the rights you will have as a holder of PubCo Common Stock, some of which may adversely affect you.

The Proposed Bylaws will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

The Proposed Bylaws will require, to the fullest extent permitted by law, that (i) derivative actions brought on behalf of PubCo, (ii) any action asserting a claim of breach of fiduciary duty owed by any current or former director, officer, other employee or stockholder of PubCo, (iii) any action asserting a claim pursuant to the DGCL, the Proposed Certificate of Incorporation and the Proposed Bylaws, or (iv) any action asserting claims governed by the internal affairs doctrine or the law of the State of Delaware, may be brought only in the Court of Chancery in the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. The federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, such forum selection provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees and result in increased costs for investors to bring a claim. Alternatively, if a court were to find the choice of forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Certificate of Incorporation will provide that the federal district courts of the United States of America will have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. PubCo’s stockholders will not be deemed to have waived its compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in PubCo Common Stock shall be deemed to have notice of and consented to the forum provisions in the Proposed Certificate of Incorporation.

Future sales, or the perception of future sales, by PubCo or its Public Shareholders in the public market following the Business Combination could cause the market price for PubCo Common Stock to decline.

The sale of PubCo Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of PubCo Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for PubCo to sell equity securities in the future at a time and at a price that it deems appropriate.

All shares currently held by Black Hawk public shareholders and all of the shares issued in the Business Combination to existing Vesicor securityholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than PubCo’s “affiliates” (as defined under Rule 144 under the Securities Act, (“Rule 144”)), including PubCo’s directors, executive officers and other affiliates.

In addition, the PubCo Common Stock reserved for future issuance under the Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing 10% of the fully diluted outstanding PubCo Common Stock immediately following consummation of the Business Combination are expected to be reserved for future issuance under the Incentive Plan. PubCo is expected to file one or more registration statements on Form S-8 under the Securities Act to register PubCo Common Stock or securities convertible into or exchangeable for PubCo Common Stock issued pursuant to the Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, PubCo may also issue its securities in connection with investments or acquisitions. The amount of PubCo Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding PubCo Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to PubCo stockholders.

Black Hawk currently is, and PubCo will be, an “emerging growth company” within the meaning of the Securities Act, and if PubCo takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Black Hawk is currently and, following the consummation of the Merger, PubCo will be, an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. PubCo may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, PubCo stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find securities issued by PubCo less attractive because PubCo will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of PubCo’s securities may be lower than they otherwise would be, there may be a less active trading market for PubCo’s securities and the trading prices of PubCo’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Black Hawk has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of PubCo’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

PubCo will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the IPO, (ii) the last day of the fiscal year in which PubCo has total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which PubCo is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of PubCo Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which PubCo has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

A portion of PubCo’s outstanding shares of Common Stock may be sold into the market following the Closing. Further, certain investors will have registration rights with respect to PubCo securities held by them. Such investors may have an incentive to sell PubCo Common Stock even at trading prices below the price at which Public Shares of Black Hawk were issued in the IPO, which could cause the market price for PubCo Common Stock to decline.

As further described in this proxy statement/prospectus, following the Closing, approximately [ ] PubCo Common Stock (assuming no redemptions by Public Shareholders), or approximately [ ]% of the PubCo Common Stock expected to be outstanding upon consummation of the Business Combination, may be sold into the market following the Business Combination. Such holders of PubCo Common Stock may be incentivized to sell such shares even if the market price of PubCo Common Stock is below that which Ordinary Shares were issued in the IPO, which could cause the market price for PubCo Common Stock to decline below such price and the price at which PubCo Common Stock trades upon consummation of the Business Combination.

Moreover, prior to the Closing, the Sponsor and certain Vesicor stockholders will enter into registration rights agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Sponsor and certain other shareholders of Black Hawk and certain Vesicor stockholders shall have registration rights that will obligate PubCo to register for resale certain securities under the Securities Act.

Since our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our common stock after or in connection with such initial business combination.

On August 16, 2022, the Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., United States) corporations (and certain non-U.S. corporations treated as “surrogate foreign corporations”). The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, only limited guidance has been issued to date.

As an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our Class A ordinary shares (absent any regulations and other additional guidance that may be issued in the future with retroactive effect).

However, in connection with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the Treasury Department, redemptions in complete liquidation of the company). In all cases, the extent of the excise tax that may be incurred will depend on a number of factors, including the fair market value of our stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any regulations and other additional guidance from the Treasury Department that may be issued and applicable to the redemptions. Issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. The excise tax is imposed on the repurchasing corporation itself, not the shareholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could, however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection with our initial business combination, which could cause the other stockholders of PubCo to economically bear the impact of such excise tax.

Redemptions in connection with the Extension Proposal presented at Black Hawk’s Extraordinary General Meeting significantly reduced the funds available in the Trust Account, which may limit the post-combination company’s liquidity or increase the need for additional financing.

In connection with the approval of the Extension Proposal presented at Black Hawk’s Extraordinary General Meeting held on July 8, 2025, a substantial number of public shareholders elected to redeem their shares, resulting in a withdrawal of approximately $51.0 million from the Trust Account. As a result, only approximately $22.7 million remains in the Trust Account, which may not be sufficient to fund Vesicor’s business plan following the Business Combination. Vesicor may be required to raise additional capital through a PIPE or other financing at or prior to the closing of the Business Combination. There is no guarantee that such financing will be available on acceptable terms, or at all, which could delay or jeopardize the closing of the transaction or impact the combined company’s future operations.

There is no guarantee that a Public Shareholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

We cannot assure you as to the price at which a Public Shareholder may be able to sell the PubCo Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Merger, may cause an increase in the PubCo stock price, and may result in a lower value realized now than a Black Hawk shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s Public Shares. Similarly, if a Public Shareholder does not redeem such shareholder’s shares, such shareholder will bear the risk of ownership of PubCo Common Stock after the consummation of the Business Combination, and there can be no assurance that a PubCo stockholder can sell such stockholder’s PubCo Common Stock in the future for a greater amount than the Redemption Price set forth in this proxy statement/prospectus. Aa Black Hawk Public Shareholder should consult such shareholder’s own tax or f advisors for assistance on how this may affect its individual situation.

Black Hawk intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite Black Hawk’s compliance with these rules, if a Black Hawk shareholder fails to receive Black Hawk’s proxy materials, such shareholder may not become aware of the opportunity to redeem its Public Shares. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a Public Shareholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their redemption rights, Public Shareholders are required to deliver their Public Shares, either physically or electronically using The Depository Trust Company’s DWAC System, to Black Hawk’s transfer agent prior to the vote at the Extraordinary General Meeting. If a Public Shareholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, Black Hawk will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the Public Shareholder will no longer own such Public Shares following the Merger. See the section entitled “Extraordinary General Meeting of the Shareholders - Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of Black Hawk Shareholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, or all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 20% of the Public Shares.

A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s Public Shares or, if part of such a group, the group’s Public Shares, in excess of 15% of the Public Shares, without the prior consent of Black Hawk Board. However, Black Hawk Shareholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in Black Hawk if you sell such excess Public Shares in open market transactions. Black Hawk cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per share Redemption Price.

Public Shareholders have limited rights or interests in funds in the Trust Account. For Public Shareholders to liquidate their investment, therefore, they may be forced to sell Public Securities, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account either (a) because they hold Public Shares or (b) they hold Public Shares through Black Hawk Units and have elected to separate such Black Hawk Units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares, only upon (i) such Public Shareholder’s exercise of redemption rights in connection with Black Hawk’s initial business combination (which will be the Business Combination, should it occur) and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem or (ii) the redemption of Public Shares if Black Hawk is unable to complete an initial business combination by its expiration date, subject to applicable law and as further described herein. In addition, if Black Hawk is unable to complete an initial business combination by its expiration date, compliance with applicable law and the Current Charter, it may result in a delay in winding up Black Hawk which may delay the distribution of the proceeds held in Black Hawk’s Trust Account. In that case, Public Shareholders may be forced to wait beyond Black Hawk’s expiration date before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, Public Shareholders may be forced to sell their Public Shares, potentially at a loss.

Holders of Public Shares may be held liable for claims by third parties against Black Hawk to the extent of distributions received by them upon Redemption of their shares.

The Sponsor has agreed that, if Black Hawk liquidates the Trust Account prior to the consummation of a business combination, it will be liable to pay debts and obligations to Black Hawk businesses or vendors or other entities that are owed money by Black Hawk for services rendered or contracted for or products sold to Black Hawk in excess of the net proceeds of Black Hawk’s IPO not held in the Trust Account, and will not seek repayment for such expenses, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, there can be no assurances that it will be able to satisfy those obligations if it is required to do so.

If Black Hawk is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Black Hawk which is not dismissed, any distributions received by Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as a “preferential transfer,” a “fraudulent preference, conveyance or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by Black Hawk’s Public Shareholders. Furthermore, because Black Hawk intends to distribute the proceeds held in the Trust Account to Black Hawk’s Public Shareholders promptly after expiration of the time Black Hawk has to complete an initial business combination, this may be viewed or interpreted as giving preference to Black Hawk’s Public Shareholders over any potential creditors with respect to access to or distributions from Black Hawk’s assets. Furthermore, the Black Hawk Board may be viewed as having breached its fiduciary duties to Black Hawk or Black Hawk’s creditors and/or having acted in bad faith, thereby exposing itself and Black Hawk to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against Black Hawk for these reasons.

Although Black Hawk seeks to have all vendors, service providers (other than its independent auditors) or other entities with which it does business, execute agreements with Black Hawk waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Black Hawk’s Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

If third parties bring claims against Black Hawk, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

Black Hawk’s placing of funds in the Trust Account may not protect those funds from third-party claims against Black Hawk. Although Black Hawk seeks to have all vendors, service providers (other than its independent registered public accounting firm), or other entities with which it does business execute agreements with Black Hawk waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Black Hawk’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Black Hawk’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Black Hawk’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Black Hawk than any alternative.

Examples of possible instances where Black Hawk may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Black Hawk and will not seek recourse against the Trust Account for any reason. Upon Redemption of Black Hawk’s Public Shares, if Black Hawk is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, Black Hawk will be required to provide for payment of claims of creditors that were not waived that may be brought against Black Hawk within the ten years following Redemption. In such event, Black Hawk may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

The Sponsor has agreed that, if Black Hawk liquidates the Trust Account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to Black Hawk. Accordingly, if a claim brought by a target business or vendor did not exceed the amount of funds available to Black Hawk outside of the Trust Account or available to be released to Black Hawk from interest earned on the trust account balance, the Sponsor would not have any obligation to indemnify such claims as they would be paid from such available funds. However, if a claim exceeded such amounts, the only exceptions to the Sponsor’s obligations to pay such claim would be if the party executed an agreement waiving any right, title, interest or claim of any kind they have in or to any monies held in the trust account. Black Hawk has not asked the Sponsor to reserve any amount to satisfy any indemnification obligations that may arise and its only assets are expected to be Black Hawk’s securities. Accordingly, Black Hawk believes it is unlikely that the Sponsor will be able to satisfy these indemnification obligations if it is required to do so. Therefore, Black Hawk cannot assure you that the per-share distribution from the Trust Account, if we liquidate the Trust Account because Black Hawk has not completed a business combination within the required time period, will not be less than $10.00.

If, after Black Hawk distributes the proceeds in the Trust Account to its Public Shareholders, Black Hawk files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against Black Hawk that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by Black Hawk’s shareholders. In addition, the Black Hawk Board may be viewed as having breached its fiduciary duty to Black Hawk’s creditors and/or having acted in bad faith, thereby exposing itself and Black Hawk to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Black Hawk’s outstanding rights may have an adverse effect on the market price of Ordinary Shares or may create dilution for Public Shareholders.

Black Hawk has issued rights that will result in the issuance of additional Ordinary Shares. Such securities, when converted or exercised, will increase the number of issued and outstanding Ordinary Shares. The sale, or even the possibility of sale, of the shares underlying the rights could have an adverse effect on the market price for Black Hawk’s securities. If and to the extent these rights are converted or exercised, Black Hawk’s Public Shareholders may experience dilution to their holdings.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Black Hawk to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that Black Hawk evaluate and report on its system of internal controls. Following the initial business combination, if PubCo is deemed to be a large accelerated filer or an accelerated filer, it will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as PubCo remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Following the Business Combination, PubCo will be required to assure that it is in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The need to develop the internal control system to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Business Combination as well as impose obligations of PubCo following the Business Combination.

If Black Hawk were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

We do not believe that our principal activities or the Business Combination will cause us to be deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

To avoid classification as an investment company, we have limited the investment of funds held in the Trust Account to U.S. government securities with a maturity of 185 days or less or to certain money market funds that invest exclusively in U.S. government treasuries, as required by our Trust Agreement. Nonetheless, there is a risk that a court or regulatory authority could deem us to be an investment company — particularly if we are unable to consummate our business combination within the required timeframe and continue to hold funds in the Trust Account primarily in securities.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We do not believe that our principal activities and the Business Combination will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination (which shall be the Business Combination should it occur); (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Ordinary Shares the right to have their shares redeemed in connection with our initial business combination (which shall be the Business Combination should it occur) or to redeem 100% of our Public Shares if we do not complete our initial business combination by December 22, 2026 (unless such date is extended by Black Hawk Shareholders) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent an initial business combination (which shall be the Business Combination should it occur) by December 22, 2026 (unless such date is extended by Black Hawk Shareholders), our return of the funds held in the trust account to our public shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete the Business Combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

If we are deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and could increase the costs and time needed to complete a business combination or impair our ability to complete a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

The funds in Black Hawk’s operating account and Trust Account are held in banks or other financial institutions. Cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold Black Hawk or Vesicor’s funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for Black Hawk or Vesicor to acquire financing on favorable terms in connection with the Business Combination, or at all, and could have material adverse impacts on liquidity, their respective business, financial condition or results of operations, and prospects. Black Hawk and Vesicor’s businesses may be adversely impacted by these developments in ways that cannot be predicted at this time, there may be additional risks that have not yet been identified, and we cannot guarantee that negative consequences can be avoided directly or indirectly from any failure of one or more banks or other financial institutions.

In connection with the Extraordinary General Meeting, Public Shareholders may need to comply with specific requirements for redemption of their Public Shares that may make it more difficult for Public Shareholders to exercise their redemption rights prior to the deadline for exercising their rights.

In connection with any shareholder meeting called to approve a proposed initial business combination, each Public Shareholder will have the right, regardless of whether it is voting for or against such proposed business combination, to redeem its Public Shares for pro rata share of the Trust Account. The Redemption Price to be paid will be the applicable pro rata portion of the monies held in the Trust Account.

However, in order to validly exercise redemption rights, Public Shareholders must comply with specific delivery requirements. Specifically, Public Shareholders will be required to either (i) tender their share certificates (if any) and properly completed redemption forms to the Transfer Agent, or (ii) deliver their Public Shares electronically through the Depository Trust Company’s DWAC system, in each case prior to the deadline stated in the proxy materials.

Obtaining a physical share certificate may involve coordination among the shareholder’s broker, DTC, and the Transfer Agent, and could take two weeks or longer, a timeline over which Black Hawk has no control. Although DWAC delivery is generally quicker, delays may still occur, and Black Hawk makes no guarantees regarding processing times.

As a result, Public Shareholders who do not complete the required delivery procedures in a timely manner may be unable to redeem their shares, even if they submitted a redemption election. These shareholders would then remain investors in Black Hawk and may not have another opportunity to redeem their shares prior to completion of the Business Combination.

Investors may not have sufficient time to comply with the delivery requirements for redemption.

Pursuant to Black Hawk’s Current Charter, Black Hawk is required to give a minimum of only 10 days’ notice for an Extraordinary General Meeting. As a result, if Black Hawk requires Public Shareholders who wish to redeem their Public Shares for a pro rata portion of the funds in the Trust Account to comply with specific delivery requirements for redemption, holders may not have sufficient time to receive the notice and deliver their share certificates (if any) and other redemption forms. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain Black Hawk’s securities when they otherwise would not want to.

If Black Hawk requires Public Shareholders who wish to redeem their Public Shares to comply with the delivery requirements for redemption, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

If Black Hawk requires Public Shareholders who wish to redeem their Public Shares to comply with specific delivery requirements for redemption described above and such proposed business combination is not consummated, Black Hawk will promptly return such certificates to the redeeming Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Black Hawk has returned their securities to them. The market price for Black Hawk’s shares may decline during this time and Black Hawk’s Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek to redeem may be able to sell their securities.

Because Black Hawk is incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. Federal courts may be limited.

Because Black Hawk is currently incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests and their ability to protect their rights through the U.S. federal courts may be limited prior to the Domestication. Black Hawk is currently an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Black Hawk’s directors or officers, or enforce judgments obtained in the United States courts against Black Hawk’s directors or officers.

Until the Domestication is effected, Black Hawk’s corporate affairs are governed by the Current Charter, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of Black Hawk securityholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Black Hawk under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Black Hawk’s securityholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Black Hawk judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Black Hawk predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Black Hawk Board or controlling shareholders than they would as public stockholders of a United States company.

Black Hawk’s officers, directors, or any of their respective affiliates are not obligated to offer any corporate opportunity of which he or she may become aware to Black Hawk, except for certain limited circumstances, if the Business Combination is not consummated for any reason after the Domestication takes effect, and the Interim Charter becomes the governing charter of Black Hawk.

Pursuant to the Current Charter, to the fullest extent permitted by applicable law, Black Hawk’s directors and officers have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Black Hawk. Black Hawk has renounced any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Black Hawk’s directors and officers, on the one hand, and Black Hawk, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, Black Hawk’s directors and officers have no duty to communicate or offer any such corporate opportunity to Black Hawk and shall not be liable to Black Hawk or its shareholders for breach of any fiduciary duty solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to Black Hawk. Before Black Hawk consummates its Business Combination, Black Hawk will file certain documents in the Cayman Islands and the State of Delaware in order to affect the Domestication. At the effective time of the Domestication, Black Hawk will cease to be an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. The Current Charter will be replaced by the Interim Charter and Black Hawk Shareholders rights will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law. Although Black Hawk plans to consummate its initial business combination on the business day after the Domestication, in the event that the initial business combination is not consummated for any reason, the Interim Charter will become the governing charter of Black Hawk. Under the Interim Charter, Black Hawk’s officers and directors, or any of their respective affiliates may become aware of business opportunities which may be appropriate for presentation to Black Hawk and the other entities to which they owe certain fiduciary or contractual duties.

The inclusion of the “corporate opportunity” waiver in the Interim Charter provides Black Hawk with greater flexibility to attract and retain the officers and directors that Black Hawk feels are the best candidates. However, the personal and financial interests of Black Hawk’s directors and officers may influence their motivation and may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business opportunity are appropriate and are in Black Hawk Shareholders’ best interest. The directors, officers or their respective affiliates will have no duty to communicate or offer such transaction or business opportunity to Black Hawk or any of its affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Black Hawk’s directors, officers or their respective affiliates are only obligated to present the opportunity to Black Hawk when such opportunity was offered to such person solely in his or her capacity as a director or officer of Black Hawk and (i) such opportunity is one Black Hawk is legally and contractually permitted to undertake and would otherwise be reasonable for Black Hawk to pursue and (ii) the director or officer is permitted to refer that opportunity to Black Hawk without violating any legal obligation.

There is a risk that a U.S. Holder may recognize taxable gain with respect to its Ordinary Shares at the effective time of the Domestication.

As described more fully under the section entitled “Proposal 3: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to Black Hawk Shareholders” below, the Domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. Accordingly, U.S. Holders (as defined in such section) of Ordinary Shares will be subject to Section 367(b) of the Code and, as a result:

Furthermore, Black Hawk believes it is likely classified as a PFIC, because it is a blank check company with no current active business and based upon the composition of its income (i.e., interest) and assets (i.e., cash). As a result, even if the Domestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder of Ordinary Shares may still recognize gain (but not loss) upon the exchange of its Ordinary Shares for Black Hawk common stock pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of the common stock of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Ordinary Shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. In such event, the U.S. Holder’s aggregate tax basis in Black Hawk common stock received in connection with the Domestication will be the same as the aggregate tax basis of Ordinary Shares surrendered in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the description in the section entitled “Proposal 3: The Business Combination Proposal - Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to Black Hawk Shareholders - U.S. Holders - Effect of PFIC Rules on the Domestication.”

Black Hawk could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions.

Black Hawk could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions and changes in tax law could reduce Black Hawk’s after-tax income and adversely affect Black Hawk’s business and financial condition. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect us, Vesicor, PubCo, or our or their subsidiaries. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, or effect other changes that could have a material adverse effect on Black Hawk’s financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, Black Hawk’s effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex and often open to interpretation. In the future, the tax authorities could challenge Black Hawk’s interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to Black Hawk’s income tax provision that could increase Black Hawk’s effective tax rate. Changes to tax laws may also adversely affect Black Hawk’s ability to attract and retain key personnel.

Changes to tax laws, which changes may have retroactive application, could adversely affect PubCo or holders of PubCo Common Stock. In recent years, many changes have been made to applicable tax laws and changes are likely to continue to occur in the future.

The TCJA, which was enacted in 2017, included changes to U.S. federal tax rates, imposed significant additional limitations on the deductibility of interest, allowed for the expensing of capital expenditures, and put into effect the migration from a “worldwide” system of taxation to a modified territorial system.

On March 27, 2020, then-President Trump signed into law the CARES Act, which included certain changes in tax law (including to the TCJA) intended to stimulate the U.S. economy in light of the COVID-19 pandemic, including temporary beneficial changes to the treatment of net operating losses, interest deductibility limitations and payroll tax matters. On August 16, 2022, former President Biden signed the IRA into law, which contained certain tax measures, including a corporate alternative minimum tax of 15% on some large corporations, an excise tax of 1% on certain corporate stock buy-backs, and an excise tax with respect to certain drug sales for failing to offer a price that is not equal to or less than the negotiated “maximum fair price” under the law or for taking price increases that exceed inflation.

Many provisions of the TCJA expire at the end of 2025 or are modified beginning in 2026. The U.S. Congress and the current Trump Administration have indicated that they intend to pursue legislation in 2025 to make permanent the 2017 TCJA provisions but there is no guarantee that this initiative will be successful. Future changes in tax laws could have a material adverse effect on PubCo’s business, cash flow, financial condition or results of operations. The impact of these tax reforms on holders of PubCo Common Stock is uncertain and could be adverse. PubCo urges its stockholders, including acquirers of capital stock in the Business Combination, to consult with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in PubCo Common Stock.

General. The following discusses risk factors for Vesicor’s business operations and efforts to obtain regulatory approval and to commercialize its ecm-RV/p53 product candidate, which is the sole product candidate being pursued and developed by Vesicor. These risk factors are deemed pertinent to Vesicor’s business and those efforts as of the date of this proxy statement/prospectus. These risk factors are not exhaustive. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial.

Further, Vesicor must complete product development of ecm-RV/p53 prior to seeking regulatory approval and does not anticipate completion of that product development until 2026. Vesicor has not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and Vesicor has also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. The requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. Vesicor cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all. Since ecm-RZV/p53 is the sole product candidate of Vesicor, and Vesicor has no other product candidate in development, the failure to obtain requisite regulatory approvals in the U.S. would be significantly, materially adverse to Vesicor and its business and financial prospects. Vesicor is not pursuing and does not intend to pursue as of the date of this proxy statement/prospectus, regulatory approval for commercial use of ecm-RV/p53 in any other nation.

The following discussions should be read in conjunction with our financial statements and the notes to the financial statements included therein.

In this section, “Vesicor,” “the company,” “we,” “our” and “us” refers to Vesicor Therapeutics, Inc. prior to the Closing. Any of the risk factors described below have affected or could materially adversely affect our business, financial condition and results of operations. Certain statements in this Risk Factors section are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” at page 7.

Vesicor’s Limited Operating History, Financial Condition and Capital Requirements

Vesicor has a limited operating history that makes it impossible to reliably predict future growth and operating results.

Vesicor was incorporated in April 2008, but it has a limited operating history upon which you can evaluate its business prospects or the prospects of Vesicor’s proposed ecm-RV/p53 product candidate, which makes it difficult to forecast the company’s future operating results or the prospects for our sole proposed product candidate, ecm-RV/p53. Vesicor’s activities after formation have been focused on research and development of its sole product candidate, the ecm-RV/p53 product candidate, which development efforts are ongoing, and raising capital to support that development effort. We have not commenced the process for regulatory approval of our sole product candidate and we have not filed for patent protection for that product candidate. We can provide no assurances, but we hope to begin preclinical studies in late 2025 and submit an investigational new drug application or “IND” in 2026. We hope to seek patent protection before the end of 2026. Vesicor has generated only nominal revenues since formation and has no products or services generating revenues. It has had to raise working capital from investors to support operations and product development. You must consider the Vesicor’s business prospects in light of the risks, uncertainties, and problems frequently encountered by companies with limited operating histories and pursuing a business as a start-up concern in life sciences industry with a single product candidate that is still in development.

Vesicor’s independent registered public accounting firm included an explanatory paragraph in its report on Vesicor’s financial statements for the fiscal year ended December 31, 2024, which stated that a substantial doubt existed about Vesicor’s ability to continue as a going concern.

The report of the independent registered public auditor for Vesicor and Note 1 to the financial statements for Vesicor state that the company has generated only nominal revenues in the past two years, had a net loss of $288,720 for the year ended December 31, 2024 and had an accumulated deficit of $774,099 at December 31, 2024. These factors, among others, raise substantial doubt about Vesicor’s ability to continue as a going concern in the opinion of the independent registered public auditor, which opinion does not take into account the impact of the Closing, if consummated. If Vesicor continues to have recurring losses from operations, negative cash flows and substantial cumulative net losses, without sufficient revenues or funding, then there would be a substantial doubt about Vesicor’s ability to continue as a going concern.

Vesicor has an unproven business model with no assurance of achieving any or significant revenues or an operating profit. Vesicor has only one product candidate and it is still in development.

Our current business model is unproven and the profit potential, if any, is unknown as of the date of this proxy statement/prospectus because, in part, Vesicor is developing a new, novel and unproven therapeutic. Vesicor is subject to all of the risks inherent in the creation of a new business, especially a new business seeking to develop, obtain regulatory approval, and, if obtained, commercialize a new product with an unproven market. The company’s ability to achieve profitability is dependent, among other things, on achieving regulatory approval of its ecm-RV/p3 product candidate, its sole product candidate, and then attaining successful commercialization of the product in order to generate sufficient operating cash flow to fund marketing and production of the product, corporate overhead and any necessary future enhancements of the product or development of new products. There can be no assurance that Vesicor’s business strategy will achieve any or significant revenues, or attain profitability, or obtain sufficient revenues or funding to sustain development, regulatory approval, or commercialization efforts for its sole product candidate.

Vesicor has not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and Vesicor has also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. The requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. Vesicor cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all.

Even if Vesicor receives funding as a result of the consummation of the Business Combination, and raises additional capital under the Business Combination Agreement, Vesicor will likely have to raise additional and ongoing working capital over the course of its efforts to develop, obtain regulatory approval and commercialize its ecm-RV/p53 product candidate. It may be unable to obtain sufficient working capital in sufficient sums, in a timely manner or on affordable terms and conditions. Vesicor is an early-stage development company and it has incurred certain liabilities and may generate additional liabilities to fund its product development efforts.

There is no assurance that the company will raise sufficient funds or generate sufficient revenues to implement its business plan, sustain operations and product development, or pursue product commercialization, or ever be profitable. Vesicor believes that its ability to generate revenues will be hampered without sufficient, timely and ongoing working capital. There is no assurance that working capital available after the Business Combination or raised concurrently with the closing of the Business Combination or thereafter will provide the necessary working capital to fund all of the efforts necessary to obtain regulatory approval of ecm-RV/p53 product candidate and achieve a successful commercial launch of that product candidate. The lack of sufficient working capital will adversely affect or undermine the ability of Vesicor to pursue product development, commence the process for or obtain regulatory approval and, if the product candidate is approved, conduct successful marketing and production of products and sustain the company’s business.

Further, if planned operating levels or business plans are changed, higher operating costs encountered, lower sales revenue received, more time is needed to implement the company’s business plan, unexpected costs incurred, or less funding is received, then more funds than anticipated may be required. Additional and unforeseen difficulties may also be encountered during this current or future stage of business or product development. If additional capital is not available when required or is not available on acceptable terms or in a timely manner, Vesicor may be forced to modify or abandon its business plan. The company does not have an alternative business plan or product candidate as of the date of this proxy statement/prospectus. Vesicor has incurred certain liabilities and it may have to incur additional liabilities to fund its operations and efforts to commercialize its ecm-RV/p53 product candidate. Those liabilities may place additional burdens on or hinder the company from achieving its business goals as planned or at all.

To become and remain profitable, we must develop, obtain regulatory approval for our ecm-RV/p53 product candidate and successfully commercialize that product. Vesicor has not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and Vesicor has also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. The requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. Vesicor cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all. The development of ecm-RV/p53 product candidate, the regulatory process and commercialization effort will require us to be successful in a range of challenging activities, including completing preclinical studies and clinical trials, obtaining marketing approval for our product candidate, manufacturing, marketing and selling our product for which we may obtain marketing approval from regulators and satisfying any post-marketing requirements. We must also create the necessary corporate infrastructure and staffing, and established necessary third-party relationships, to meet these challenges. We may never succeed in any of these activities and, even if we do, we may never generate revenue that is significant to achieve profitability. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, maintain our research and development product efforts, expand our business or continue our operations.

We are early in our development efforts and have no patents or pending patent applications in the United States or elsewhere. Our sole intellectual property rights are unregistered trade secrets in the U.S. We are planning to apply for patents for our ecm-RV/p53 technology Vesicor plans to initiate a patent application for our processes and product candidate before the end of 2026 in the U.S. We hope to begin preclinical studies in late 2025 and submit an investigational new drug application or “IND” in 2026. We have not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and we have also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. The requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. We cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all.

We are early in our product candidate development efforts and have focused on research and development efforts as of the date of this proxy statement/prospectus. Our ability to generate product revenue, which we do not expect will occur for several years, if ever, will depend heavily on successful patent applications, preclinical studies, successful obtainment of an IND and then successful clinical trials leading to required regulatory approval. Our potential product candidate may be shown to have harmful side effects or may have characteristics that may make the products impractical to manufacture, unmarketable or unlikely to receive market acceptance. We currently have no products approved for commercial use ready for commercialization, no alternative products in development, generate no product generating revenues, and we may never be able to develop an approved product or successfully commercialize an approved, marketable product. There can be no assurance that Vesicor will be able to successfully prosecute any patent application or that it will be issued any patents in the U.S. or will be successful in defending any issued patents. We regard patent protection as critical to the protection and commercialization of the product candidate. Issuance of patents is made by the USPTO within its sole discretionary authority and we are uncertain about the issuance of a patent or any patents in a timely manner or at all.

We have only one product candidate, the ecm-RV/p53 product candidate. We have focused on the development of ecm-RV/p53 as our sole product candidate and we have decided to pursue approval and commercialization of that product in the U.S. and not in other markets. We do not have and may be unable to develop alternative product candidates if the ecm-RV/p53 is not approved and commercially successful in the U.S.

The success of our initial product candidate and any future product candidates, if any, will depend on some or all of the following:

We have not received approval for any clinical trials and we have not received regulatory approval for commercial use of ecm-RV/p53 or any other product. We cannot be certain of obtaining all requisite regulatory approvals in a timely manner or at all. FDA regulatory approval and approval of its authorized panels and committees are within their sole, respective discretionary authority.

If we do not succeed in addressing or resolving one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to successfully commercialize our product candidate, which could materially harm our business. If we do not receive regulatory approvals for our ecm-RV/p53 product candidate, we may not be able to continue our operations or achieve any revenues.

Even if our sole product candidate is approved for commercial sale, we anticipate incurring significant costs associated with commercializing an approved product candidate. Our expenses could increase beyond expectations if we are required by the FDA or other regulatory authorities to perform clinical and other studies in addition to those that we currently anticipate.

Many of the factors listed above are beyond our control and could cause us to experience significant delays or prevent us from completing the development of our current and only product candidate, obtaining regulatory approvals or commercializing our product candidate. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. A failure to become or remain profitable could result in a decline in the value of our company and adversely impact any investment in PubCo.

Our ecm-RV/p53 product candidate is based on a novel therapeutic approach, which makes it difficult to predict the time and cost of development and of subsequently obtaining regulatory approval, if at all.

Using microvesicle technology to develop product candidates is a relatively new therapeutic approach and we are not aware of any products based on microvesicles have been approved as of the date of this proxy statement/prospectus anywhere, including in the U.S., Japan, United Kingdom, and the European Union. As such, it is difficult to accurately predict the developmental challenges and funding needs that we may face for our ecm-RV/p53 product candidate as it proceeds through development and regulatory review. There can be no assurance that we can establish and maintain patent and trade secret protection. There can be no assurance that we initiate and complete preclinical studies, obtain IND application approval or initiate and complete clinical trials.

Assuming regulatory authorization to commence clinical trials, which authorization is not certain to occur on a timely basis or at all, then when we commence clinical trials, our clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of our ecm-RV/p53 product candidate for its intended uses, which would prevent, delay or limit the scope of regulatory approval and commercialization.

Before obtaining regulatory approvals for the commercial sale of any of our ecm-RV/p53 product, we must demonstrate through lengthy, complex and expensive non-clinical studies, pre-clinical studies and clinical trials that the applicable product candidate is both safe and effective for use in each target indication. Each product candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended use. FDA authorization for clinical trials, other parts of the regulatory required regulatory review process, and approval or rejection of a product candidate application are within the sole discretion of the FDA. We have not received requisite regulatory approvals for the ecm-RV/p53 or any other product and we cannot be certain of receiving requisite regulatory approvals in a timely manner or at all.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical development process. Many product candidates that begin clinical trials are never approved by regulatory authorities for commercialization.

Additionally, any safety concerns observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory approval of our product candidate in those and other indications, which could have a material adverse effect on our business, financial condition and results of operations. In addition, even if such clinical trials are successfully completed, we cannot guarantee that the FDA will interpret the results as we do, and more trials could be required before we submit our product candidate for approval. To the extent that the results of the trials are not satisfactory to the FDA for support of a marketing approval, we may be required to expend significant resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidate. Even if regulatory approval is secured for our ecm-RV/p53 product candidate, the terms of such approval may limit the scope and use of the specific product candidate, which may also limit its commercial potential. Vesicor has no products approved for regulatory review or commercial use and is not certain that any such approval will be granted in a timely manner or at all.

Any results from, or indications of possible efficacy of ecm-RV/p53 in its use by, clinics in Japan under the Advanced Care B program will not be used in or used to support Vesicor’s application for regulatory approval in the U.S. and should not be considered in terms of any possible or probable outcome of Vesicor’s efforts to obtain regulatory approval of its ecm-RV/p53 product candidate in the U.S. Vesicor cannot be certain of FDA approval of clinical trials for ecm-RV/p53 product candidate or receiving any other requisite regulatory approvals for ecm-RV/p53 product candidate by the FDA. Such approvals are within the discretionary authority of the FDA. Vesicor has no products approved for regulatory review or commercial use and is not certain that any such approval will be granted in a timely manner or at all.

Although Vesicor does not currently intend to rely on any data generated in Japan under the Advance Medical Care B program for ecm-RV/p53 in any FDA submissions, should Vesicor seek to do so in the future, the FDA may determine that such data are not adequate or does not meet its regulatory standards. In that case, Vesicor may be required to conduct additional preclinical studies or clinical trials in the U.S. or other jurisdictions that meet FDA requirements. This could result in increased costs, delays in development, and uncertainty regarding our ability to obtain regulatory approval for our product candidates. Results for ecm-RV/p53 should not be considered as an indicator of the chances of a successful application and regulatory review for ecm-RV/p53 product candidate in the U.S. Vesicor cannot be certain of receiving the requisite regulatory approvals of ecm-RV/p53 in a timely manner or at all. See also, “Japan Advanced Medical Care B program and U.S. Regulatory Approval” at page [208].

Delays in clinical trials could result in increased costs to us and delay our ability to obtain commercial approval of our product candidate and commercialization of the product.

We cannot guarantee that any clinical trials will be conducted as planned or completed on schedule, if at all. Regulatory authorizations are made in the sole discretionary approval of the regulator and may not be granted in a timely manner or at all. A failure of one or more clinical trials can occur at any stage of testing. Events that may prevent successful or timely completion of clinical development include:

We could also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs of the institutions in which such trials are being conducted, by a Data Safety Monitoring Board for such trial or by the FDA. Such authorities may impose such a suspension or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, participants being exposed to unacceptable health risks, failure to demonstrate a benefit from using the product candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. In addition, changes in regulatory requirements and policies may occur, and we may need to amend clinical trial protocols to comply with these changes. Amendments may require us to resubmit our clinical trial protocols to IRBs for reexamination, which may impact the costs, timing or successful completion of a clinical trial.

Our product development costs will increase if we experience delays in testing or marketing approvals. The FDA and other regulatory agencies may impose new or refined testing expectations based on experience and increased knowledge over time. In addition, if we make manufacturing or other changes to our product candidate, we may need to conduct additional studies to bridge our modified product candidate to earlier versions. Assuming requisite regulatory authorizations for commencement of clinical trials, which have not been granted and may not be granted in a timely manner or at all, we do not know whether any of our clinical trials of ecm-RV/p53, when it is in the approval process, will begin or continue as planned, will need to be restructured or will be completed on schedule, or at all. We may not have the necessary capabilities, including adequate staffing, to successfully manage the execution and completion of any clinical trials we initiate in a way that leads to our obtaining marketing approval for our ecm-RV/p53 product candidate in a timely manner, or at all. Significant clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidate or allow our competitors to bring products to market before we do and impair our ability to successfully commercialize our product candidate. Vesicor has not received regulatory approval for any clinical trials for ecm-RV/p53 product or any other product candidates and does not anticipate seeking commencement of the regulatory process until and upon completion of the development of ecm-RV/p53, which we do not anticipate occurring until late 2025 or in 2026, if then.

We may find it difficult to enroll or maintain patients in our clinical trials, which difficulty could delay or prevent us from proceeding with clinical trials of our product candidates.

If regulatory authorization for clinical trials occurs, which authorization may not be granted in a timely manner or at all by the FDA and which authorization is within the sole discretion and authority of the FDA to grant or deny, then once clinical trials commence, identifying and qualifying patients to participate in the clinical trials of our product candidate is critical to our success in conducting those trials. The timing of any clinical trials depends on our ability to recruit patients and to complete required follow-up periods. If patients are unwilling to participate in our clinical trials due to negative publicity from adverse events, competitive clinical trials for similar patient populations, or for other reasons, the timeline for recruiting patients, conducting trials and potentially obtaining regulatory approval may be delayed. We may also experience delays if patients withdraw from a clinical trial or do not complete the required monitoring period. These delays could result in increased costs, delays in advancing our ecm-RV/p53 product candidate in the regulatory process, delays in testing the effectiveness of our product candidate or termination of clinical trials altogether. The FDA may reject the application or other submissions for the ecm-RV/p53 product candidate during the review process, which rejection is within the sole discretionary authority of the FDA.

We have no products authorized for clinical trials or approved for commercial use in the U.S. or elsewhere and we are uncertain of whether any such authorizations or approvals will be granted in a timely manner or at all. We do not anticipate completion of the development of the ecm-RV/p53 product candidate and efforts to commence the regulatory review process until the end of 2026, if then.

Once commenced, assuming FDA approval for clinical trials, which approval has not been obtained by us and is granted within the sole discretionary authority of the FDA, our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our ecm-RV/p43 product candidate, and this competition may reduce the number and types of patients available for our clinical trials because some patients may opt to enroll in a trial being conducted by a competitor. We may conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which could reduce the number of patients who are available for our clinical trials at such clinical trial sites. We cannot be certain of obtaining requisite regulatory approval in a timely manner or at all.

FDORA. Under the federal Food and Drug Omnibus Reform Act (the “FDORA”), sponsors are required to develop and submit a diversity action plan for each Phase 3 clinical trial or any other “pivotal study” of a new drug product. These plans are meant to encourage enrollment of more diverse patient populations in late-stage clinical trials of FDA-regulated products. In June 2024, as mandated by FDORA, the FDA issued draft guidance outlining the general requirements for diversity action plans. Unlike most guidance documents issued by the FDA, the diversity action plan guidance, when finalized, will have the force of law. In January 2025, in response to an executive order issued by President Trump on diversity, equity and inclusion programs, the FDA removed this draft guidance from its website. The implications of this action are not yet known. If we are not able to adhere to any new or reinstated FDORA requirements, our ability to conduct clinical trials may be delayed or halted.

Changes in funding for the FDA could hinder its ability to hire and retain key leadership and other personnel or otherwise prevent new products and services from being developed or commercialized in a timely manner, which could negatively impact our efforts to obtain regulatory approval for our ecm-RV/P53 product candidate and on our business, financial condition and results of operations.

The ability of the FDA to review and approve new product candidates and conduct other regulatory activities can be affected by a variety of factors, including government budget and funding levels, reductions in force, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Since January 2025 and as of the date of this proxy statement/prospectus, the Trump Administration has pursued significant cuts in research and development funding at government agencies as well as at universities whose research and development efforts support or complement government and private research and development efforts, especially in novel therapeutics.

Disruptions at the FDA and other regulatory authorities may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business, financial condition and results of operations. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities. Currently, federal agencies in the U.S. are operating under a continuing resolution that is set to expire on September 30, 2025. Separately, in response to the COVID-19 pandemic, the FDA temporarily postponed routine surveillance inspections of manufacturing facilities in 2020. Additionally, starting in January 2025, the new Trump administration recently announced plans to reduce the number of federal employees by establishing voluntary termination programs, by position eliminations or by involuntary terminations. If a prolonged government shutdown occurs, if funding for the FDA or other federal agencies (including their workforce) is reduced further or as planned by the Trump Administration, or if future global health concerns prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions, which could have a material adverse effect on our efforts to obtain approval of our ecm-RV/p53 product candidate and, consequently, on our business, financial condition and results of operations.

On March 27, 2025, HHS Secretary Robert F. Kennedy Jr. announced proposed staff reduction of 3,500 at the FDA. While drug/product reviewers are exempted from the announced reduction in force, the reduction of staff in other parts of the FDA may adversely impact the length of the FDA review process for products if those reductions undermine the support that FDA reviewers rely upon for their work. Due to legal challenges, pending and potential, possible HHS reversal of some aspects of announced staff reductions and changes in proposed FDA reorganization plans (part of the staff reductions), and the fact that Vesicor does not intend to commence the FDA review process probably until 2026, Vesicor cannot predict the impact of changes at the FDA on the review process for its ecm-RV/p53 product candidate.

The FDA is part of the HHS and HHS Secretary Robert F. Kennedy Jr. oversees the FDA. On March 27, 2025, HHS Secretary Robert F. Kennedy Jr. announced that the “FDA will decrease its workforce by approximately 3,500 full-time employees, with a focus on streamlining operations and centralizing administrative functions. This reduction is part of an announced reduction in HHS staffing of approximately 20,000 personnel (approximately 20% of the total HHS staffing). This reduction will not affect drug, medical device, or food reviewers, nor will it impact inspectors” [HHS Fact Sheet: HHS’ Transformation to Make America Healthy Again, March 27, 2025]. Despite this announcement, reorganization of the FDA and reduction of FDA staff may in fact have a potential negative impact on length or process of the FDA review process. While drug/medical products reviewers are exempt from reduction in force or RIF, the drug approval process is long and complex and reductions in FDA staffing in other areas that may directly or indirectly support drug/medical products FDA review staff may also disrupt key processes in the review of product candidates. Due to possible or pending legal challenges in the courts and the possible reversal in staff reductions and announced reorganization plans by HHS and FDA, it is not possible, as of the date of this proxy statement/prospectus, to predict the impact of the HHS’s announced RIFs and proposed reorganization of departments or offices within the HHS and the FDA on the FDA review process for products like Vesicor’s ecm-RV/p53, especially since Vesicor does not anticipate commencing the regulatory review process until probably 2026. The uncertainty about the impact of these developments is increased the fact that HHS has reversed or may reverse some of the announced staff reductions and HHS and FDA have not implemented all announced structural changes as of the date of this proxy statement/prospectus.

On June 2, 2025, FDA launched “Elsa”, a generative Artificial Intelligence (AI) application to assist FDA staffers in review of drug/product applications. The introduction of a new, complex and not tested in review of actual drug/product AI application presents the risk for malfunctions or false responses that complicate and delay, rather than expedite, FDA review of drug/product applications. Since Elsa was introduced on June 2, 2025, has not produced a record of actual operation in the FDA review process and Vesicor does not intend to commence FDA review process until probably 2026, the impact of Elsa on ecm-RV/p53 product candidate, if any, is not ascertainable or predictable as of the date of this proxy statement/prospectus.

On June 2, 2025, the FDA announced the launch of “Elsa”, a generative Artificial Intelligence (AI) tool designed to, according to the FDA, “help employees—from scientific reviewers to investigators—work more efficiently. This innovative tool modernizes agency functions and leverages AI capabilities to better serve the American people. Built within a high-security GovCloud environment, Elsa offers a secure platform for FDA employees to access internal documents while ensuring all information remains within the agency. The models do not train on data submitted by regulated industry, safeguarding the sensitive research and data handled by FDA staff” [“FDA Launches Agency-Wide AI Tool to Optimize Performance for the American People, FDA Press Release and YouTube Announcement, June 2, 2025]. AI is only as effective and efficient as the quality and quantity of data inputted and the quality of core software programming. Generative AI is well known and documented to sometimes “hallucinate” when it is receives an inquiry that it cannot process with available data and it produces a response that has no basis in fact (instead of indicating that it cannot process the inquiry). The fact that Elsa was not data trained on data submitted by applicants and is a new system may mean that Elsa’s data load is insufficient to efficiently aid in the review of actual applications. As of the date of this proxy statement/prospectus, it is not possible to predict the impact of Elsa on the FDA review process for products like our product candidate because there is insufficient record of Elsa’s performance and Vesicor does not anticipate commencing the FDA review process until probably 2026.

Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval for our product candidate and the approval may be for a narrower indication than we seek.

We cannot commercialize our product candidate until the appropriate regulatory authorities have reviewed and approved the product candidate. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal, state and local statutes and regulations require the expenditure of substantial time and financial resources and we may not be able to obtain the required regulatory approvals. Even if a product candidate meets the safety and efficacy endpoints in clinical trials, the data may not be considered sufficient by regulatory authorities, or those regulatory authorities may not complete their review processes in a timely manner, or we may not be able to obtain all required regulatory approvals. Additional delays may result if an FDA advisory committee is convened, including if such advisory committee recommends non-approval or restrictions on approval. In addition, we may experience delays or rejections based upon additional government regulation from future legislation or administrative action or changes in regulatory authority policy or data requirements during the period of product development, clinical trials and the regulatory review process.

Even if we receive regulatory approval, the FDA may approve a product candidate for more limited indications than requested or FDA may impose significant limitations in the form of narrow indications, black box warnings or a Risk Evaluation and Mitigation Strategy (“REMS”). The FDA may require labeling that includes warnings and precautions or contra-indications with respect to conditions of use or may grant approval subject to the performance of costly post-marketing clinical trials. In addition, the FDA may not approve the labeling claims that are considered necessary or desirable for the successful commercialization of a product candidate. Any of the foregoing scenarios could materially harm the commercial prospects for a product candidate.

Additionally, if the results of any clinical trials are inconclusive or if there are safety concerns or SAEs associated with our ecm-RV/p53 product candidate, we may:

For a newly approved product, the third-party payor coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain coverage and adequate reimbursement for our product candidate, if approved, could decrease our ability to generate product revenue.

There is significant uncertainty related to the third-party coverage and reimbursement of existing and newly approved therapeutic products, especially for novel therapeutics. Market acceptance and sales of product candidate, if approved, in U.S. markets may depend significantly on the availability of coverage and adequacy of reimbursement from third-party payors, including government programs (such as Medicare and Medicaid) and private payor healthcare and insurance programs. In the United States, we do not believe that any uniform policy of coverage and reimbursement for new therapeutic products exists among U.S. third-party payors. Coverage and reimbursement for a product candidate, if approved, may differ significantly from payor to payor, and we may not be able to obtain adequate coverage and reimbursement in the future.

Further, obtaining coverage and reimbursement approval for a product from a government or other third-party payor is a time-consuming and costly process that could require us to provide supporting scientific, clinical and cost-effectiveness data for the use of such product candidate, if approved, to each third-party payor separately, with no assurance that coverage and adequate reimbursement will be obtained or applied consistently. We may not be able to provide data sufficient to gain acceptance with respect to coverage and reimbursement. Additionally, coverage may be more limited than the purposes for which the product is approved by the FDA or similar regulatory authorities outside of the United States. Assuming that coverage is obtained for a given product, the resulting reimbursement rates might not be adequate or may require co-payments or co-insurance that patients find unacceptably high. Patients, physicians, and other healthcare providers may be less likely to prescribe, dispense or use, as applicable, any approved product unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost.

The market for microvesicle-based therapeutics is fairly new and unproven, and that market may decline or experience limited or no growth, which would adversely affect our ability to fully realize the potential of our ecm-RV/p53 product candidate as a delivery platform and achieve business and financial goals necessary to establishing a successful operation.

The market for microvesicle-based therapeutics is relatively new, and evaluating the size and scope of the potential market is subject to a number of risks and uncertainties. We believe that our future success will depend in large part on the growth of this market and the absence of advances or innovations that render obsolete or commercially non-viable our proposed product candidate. This belief and underlying assumptions may prove to be mistaken, especially in light of the ever-evolving nature of drug and therapeutics research and advances in treatment. The utilization of our proposed ecm-RV/p53 product candidate delivery platform is still relatively new, and customers may not recognize the need for, or benefits of, our product, tests and related services, which may prompt them to cease use of our product and any related services or decide to adopt alternative products and services to satisfy their healthcare requirements. Market opportunity estimates are subject to significant uncertainty and are based on assumptions and estimates by Vesicor management. We have not conducted independent market surveys as of the date of this proxy statement/prospectus and our estimation of market potential for our product candidate is based on experience and knowledge of our senior management. As a result, we may experience lower-than-expected demand for our product and related services due to lack of customer acceptance, technological challenges, competing products and services, decreases in spending by current and prospective customers of an approved product, weakening economic conditions and other causes.

Negative developments in the field of microvesicles or exosomes could damage public perception of our product candidate, which could adversely affect our ability to conduct our business or obtain regulatory approvals for our proposed product candidate or any other similar product candidates.

Microvesicle and exosome therapeutics are novel and unproven therapies, with no known microvesicle or exosome therapeutic approved to date. Microvesicle or exosome therapeutics may not gain the acceptance of the public or the medical community. To date, other efforts to leverage natural exosomes have generally demonstrated an inability to generate exosomes with predictable biologically active properties or to manufacture exosomes at suitable scale to treat more than a small number of patients. Some studies used natural exosomes without an intended or understood mechanism of action or pharmacology. Other studies included payloads but generated inconclusive results. Our success will depend on our ability to demonstrate that our engineered cellular microvesicle can overcome these challenges.

Vesicor has not made a determination of whether to seek fast track review of its ecm-RV/p53 product candidate at this stage of its product development. If Vesicor seeks fast-track product designation for the ecm-RV/p53 product candidate from the FDA or other form of expedited review, the FDA may reject that request. Further, a fast-track product designation or other any similar designation to facilitate product candidate development may not lead to faster development or regulatory review or approval process, and it does not increase the likelihood that ecm-RV/p53 product candidate will receive marketing approval.

Vesicor has not commenced the regulatory review process for the ecm-RV/p53 product candidate and does not expect to do so until 2026. Vesicor has not yet made a definitive determination to seek fast-track designation. Vesicor cannot determine if its ecm-RV/p53 product candidate will qualify for fast-track approval or any other forms of expedited approval as of the date of this proxy statement/prospectus. As such, no assurance can be given that the ecm-RV/p53 product candidate will receive any fast-track or other expedited approval process or, in fact, will receive any regulatory approval for commercial use by the public in the U.S.

A product sponsor may apply for fast-track designation from the FDA if a product is intended for the treatment of a serious or life-threatening condition and preclinical or clinical data demonstrate the potential to address an unmet medical need for this condition. The FDA has broad discretion whether or not to grant this designation. If Vesicor seeks fast-track designation for ecm-RV/p53 and receives fast track designation for ecm-RV/p53 treatment for a specific serious illness or disease, Vesicor may not experience a faster process, review or approval compared to conventional FDA procedures. A fast-track designation does not expedite clinical trials or mean that regulatory requirements are less stringent or provide assurance of ultimate marketing approval by the FDA. Instead, fast-track designation provides opportunities for frequent interactions with FDA review staff, as well as eligibility for priority review, if relevant criteria are met, and rolling review of individual sections of an NDA submitted to the FDA as they become finalized. The FDA may rescind the fast-track designation if it believes that the designation is no longer supported by data from our clinical development program. The FDA may also withdraw any fast-track designation at any time and in its sole discretion.

Vesicor has not received approval for any clinical trials and Vesicor has not received regulatory approval for commercial use of ecm-RV/p53 or any other product. Vesicor cannot be certain of obtaining all requisite regulatory approvals in a timely manner or at all. FDA regulatory approval is within its sole, discretionary authority.

Our participation in Japan’s Advanced Medical Care B program has been and will continue to be for the purpose of gathering data on the efficacy of the technology that is the basis for our proposed ecm-RV/p53 product candidate. Our product candidate is not approved by Japanese regulators for commercialization or public use and is used only under the Advanced Medical Care B Program for experimental therapeutics. We do not intend to seek regulatory approval or commercialization of our product candidate in Japan.

Japan’s Advanced Medical Care B program is designed to facilitate patient access to new drugs or other therapeutics that are not approved by Japanese regulators for commercial or general public use. The aim of Japan’s Advanced Medical Care B program is to allow persons with serious illness to seek alternative treatment when approved treatments are not effective and to develop drugs and other therapeutics for eventual coverage by Japan’s national health care system. In general intent, Japan’s Advanced Medical Care B program is similar to the FDA’s Expanded Access program, often called ‘compassionate use’ program, which provides a pathway for patients to gain access to investigational drugs, biologics, and medical devices used to diagnose, monitor, or treat patients with serious diseases or conditions for which there are no comparable or satisfactory therapy options available outside of clinical trials.

Vesicor’s interest in Japan’s Advanced Medical Care B program has been and continues to be limited to gaining data to assist Vesicor’s research and development of the ecm-RV/p53 product candidate and not with use in seeking regulatory approval and commercialization of the ecm-RV/p53 product candidate or other product candidates in Japan. As is the case with any medical treatment involving patients, whether it is a treatment approved by regulators for public use or an experimental treatment that has not been approved by regulators for general public use but is used under a permitted compassionate use program limited to eligible, seriously ill patients, there is the potential for liability to the persons and entities conducting or involved in the medical treatment of patients – either involving product liability, medical malpractice, personal injury/wrongful death or non-compliance with any applicable local laws or regulations. The involvement of Vesicor in the Advanced Medical Care B program has been mostly Dr. Feng analyzing therapeutic results and potential efficacy of treatment using the technology underlying the ecm-RV/p53 product candidate. Japan’s Advanced Medical Care B program is an established experimental treatment program for seriously ill patients without viable alternatives in treatment. Vesicor is not aware of any threatened or pending claims or proceedings, or regulatory issues, in Japan against or involving Vesicor or Dr. Feng in respect of the experimental treatment involving the technology underlying the ecm-RV/p53 product candidate in Japan or their participation in that program. There can never be any absolute assurances of no liability exposure in the use of drugs or other therapeutics for patients.

As part of our efforts to develop and commercially exploit our product candidate, we may pursue acquisitions, collaborations or other strategic partnerships that may increase our capital requirements, cause us to incur debt or assume contingent liabilities and subject us to other risks.

In the future, we may engage in various collaborations and strategic partnerships and may evaluate additional partnerships or potential acquisitions, including licensing or acquiring biologically active molecules to load into or onto our engineered exosomes, complementary products, intellectual property rights, technologies or businesses. Any future collaborations and partnerships, potential acquisition, collaboration or strategic partnership may entail numerous risks, including the following:

We may not be able to grow the size of our company through internal growth or through suitable acquisition opportunities and this inability could impair our ability to obtain access to technology or products that may be important to the development of our business or proposed product candidate. Any of the foregoing may materially harm our business, financial condition, results of operations and prospects.

We currently have no sales, marketing or distribution capabilities and have limited experience in the sale, marketing or distribution of products and limited experience in the regulatory approval process. As of the date of this proxy statement/prospectus, our infrastructure is limited to executive management and research and development for the product candidate that is overseen by Dr. Luo Feng. If we are able to achieve regulatory approval for our ecm-RV/p53 product candidate, we may consider commercializing the product ourselves by developing an in-house marketing organization and sales force, which will require significant capital expenditures, management resources and time. Recruiting and training a sales force or reimbursement specialists is expensive and time consuming and we will have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing and other commercialization capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly and our investment in those resources would be lost if we cannot retain or reposition our commercialization personnel.

We have not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and we have also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. The requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. We cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all.

Other factors that may inhibit our efforts to commercialize our product candidate include:

If our product candidate obtains regulatory approval, and in addition to establishing internal commercialization capabilities, we may pursue collaborative arrangements for the sale and marketing of our product; however, there can be no assurance that we will be able to establish or maintain such collaborative arrangements or that they will deliver the efficiencies or benefits required to successfully commercial the product. If we enter into arrangements with third parties to perform sales, marketing, commercial support and distribution services, any revenue we receive will depend upon the efforts of such third parties and our product revenues or the profitability of these product revenues to us may be lower than if we were to commercialize our product candidate ourselves. In addition, we may not be successful in entering into arrangements with third parties to commercialize our product candidate or may be unable to do so on terms that are favorable to us. We may have little control over the marketing and sales efforts of such third parties and any of them may fail to devote the necessary resources and attention to sell and market our product effectively. We also will face competition in our search for third parties to assist us with the sales and marketing efforts of our ecm-RV/p53 product candidate. There can be no assurance that we will be able to develop in-house sales and distribution capabilities or establish or maintain relationships with third party collaborators to commercialize any product in the U.S. or internationally.

Our proprietary laboratory experiments may not operate properly, which could damage our reputation, give rise to a variety of claims against us, or divert our resources from other purposes, any of which could harm our business and operating results.

Proprietary laboratory experiments are time-consuming, expensive, and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, or other unforeseen problems, and it is possible that we discover additional issues or problems that prevent our proprietary applications from operating properly, which would delay or undermine efforts to attain a commercialized product in the U.S.

If we are not able to compete effectively, our business and operating results will be harmed. We will face competition from a number of competitors, which could limit our ability to attain, maintain or expand market share within our industry, and if we do not maintain or expand our market share, then our business and operating results will be harmed.

While the exosome-based and microvesicle-based therapeutic market is still fairly new, we face competition from various sources. These competitors may have better brand name recognition, greater financial and research and development resources and larger sales teams and distribution channels than we have. As a result, these competitors may be able to develop and introduce competing solutions that may have greater capabilities than ours or that are able to achieve greater customer acceptance, and they may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, we may also compete with smaller companies, who may develop their own products or delivery platforms that perform similar services as our product or delivery platform. We expect that competition will increase and intensify as and if we expand our serviceable markets.

The potential market for our proposed product is fragmented, competitive and characterized by rapidly evolving technology standards, customer needs and the frequent introduction of new products and services. Our competitors range from smaller niche companies to large, well-financed and technologically-sophisticated entities.

In general, and with an approved product, we will compete on the basis of several factors, including the perceived utility and quality of product and any related service offerings, ability to deliver clinical and financial performance improvement to patients and organizations through the use of our product and related services, quality and reliability of our product and any related services, ease of use and convenience, and brand recognition. Other competitors may have proprietary technology that differentiates their product and service offerings from ours to an extent that harms the appeal of our product to the marketplace. Our competitors may also develop products and services that may become more efficient or appealing to our potential partners or existing partners. As a result of these competitive advantages, our competitors and potential competitors may be able to respond more quickly to market forces, undertake more extensive marketing campaigns for their brands, products and services and make more attractive offers to our existing partners and potential partners.

If we are not able to enhance an existing product or introduce a new product that achieves market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed.

The drug/therapeutics industry is highly competitive with ongoing success often requiring developing new product enhancement of existing products or new products. If we have a commercially viable product, then our ability to attract new customers and increase revenue from existing customers will depend in part on our ability to increase adoption and usage of our product and eventually introduce and obtain regulatory approval of an enhanced version of our approved product or introduce new products. The success of any enhancements or new product development depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptance and demand. Enhancements and new product development that we develop may not be introduced in a timely or cost-effective manner, may contain defects, may have interoperability difficulties with our existing product, or may not achieve the market acceptance necessary to generate significant revenue. We may be unable to fund the development of a new or enhanced product if our ecm-RV/p53 product candidate is not successfully commercialized. If we are unable to successfully enhance our product, if it is approved, and its capabilities to meet evolving customer requirements, increase adoption and usage of our product, or develop new product enhancement or new products, or if our efforts to increase the usage of our product, if and when approved, are more expensive than we expect, then our business, results of operations and financial condition could be significantly harmed.

If we are successful in commercializing the ecm-RV/p53 product candidate, then the ongoing success of our business may depend on our ability to expand into new vertical markets and attract new customers in a cost-effective manner through product enhancements or development of new products.

If we succeed in commercialization of our ecm-RV/p53 product candidate, then in order to grow our business in the future, we believe that we must seek to drive greater awareness and adoption of our product from enterprises across new vertical markets. If such an instance, we would intend to increase our investment in sales and marketing, as well as in technological development, to meet evolving customer needs in the initial market for our product and in other potential ancillary markets. There is no guarantee, however, that we will be successful in gaining new customers from any or all of these markets. We have limited experience in marketing and selling our product or therapeutics generally, and in particular in these new markets, which may present unique and unexpected challenges and difficulties. If we are unable to meet these challenges effectively and in a cost-effective manner, our financial results could be adversely affected.

Vesicor’s development of the ecm-RV/p53 product candidate, its regulatory approval, and commercial launch could be harmed if Vesicor loses the services of key personnel or if we are unable to hire, retain and motivate qualified personnel as required to obtain approval of or commercialize our product or maintain or grow our business.

Vesicor relies on Luo Feng, M.D., Vesicor’s Chief Executive Officer, for the development of the ecm-RV/pr53 product candidate. The company does not currently have on staff a qualified person to promptly assume Dr. Feng’s duties – although the company intends to recruit additional qualified personnel upon the consummation of the Business Combination. The loss of Dr. Feng would be significantly adverse to Vesicor’s development and approval of the ecm-RV/p53, which is its sole product candidate, and, consequently, to the future business and financial performance and condition of Vesicor. Dr. Feng signed a services agreement with Vesicor in 2023 and he has agreed to sign an employment agreement as a senior officer of PubCo upon consummation of the Business Combination. These agreements, however, may not prevent the loss of his services. Vesicor does not have key man insurance as of the date of this proxy statement/prospectus. Vesicor may be unable to recruit a qualified replacement for Dr. Feng or do so in a timely manner to complete product development and oversee the regulatory approval process under the current anticipated time frames. The failure to recruit a qualified replacement, if needed, or do so in a timely manner, would be significantly adverse to the development, regulatory approval and commercial launch of ecm-RV/p53 product candidate. Upon the consummation of the Business Combination, and subject to adequate working capital, Vesicor intends to recruit additional personnel to supplement human capital for essential work, including the work of Dr. Luo Feng. There can be no assurance that any recruitment effort would result in personnel qualified to assume or support duties of key personnel.

Our future success may also depend, in part, on our ability to attract and retain other highly skilled personnel. We believe that there is, and will continue to be, intense competition for highly skilled management, medical, engineering, data science, business development personnel, sales and other personnel with experience in our industry. We must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate qualified and necessary employees or other personnel. In the future, if we are unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may be unable to manage our business effectively, including the development, regulatory approval of, marketing and sale of our product candidate, which could adversely affect our business, results of operations and financial condition. To the extent we hire personnel from competitors, we also may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information, including trade secret violations. If we are unable to retain our employees, our business, results of operations and financial condition could be adversely affected.

If we do not keep pace with technological changes, our solutions may become less competitive and our business may suffer.

The therapeutics industry, and market for products like our ecm-RV/p53 product candidate, are undergoing rapid technological change, frequent product and service innovations and evolving industry standards. If we are unable to keep pace with these technological developments and industry changes, our business could be adversely affected. Failure in this regard may significantly impair our growth or ability to pursue our development of a commercial product.

If our strategic business plan is not viable, Vesicor management will have to revise and manage a new strategic business plan.

The business strategy of Vesicor may not prove viable and expected growth may fail to occur. Vesicor is only pursuing approval and commercialization of the ecm-RV/p53 product candidate in the United States. If the ecm-RV/p53 product candidate is not approved in the United States or is not commercially successful, Vesicor does not have another product candidate or another market at hand to pursue as of the date of this proxy statement/prospectus and does not intend to pursue a foreign market in the foreseeable future. Vesicor may have to modify its strategic business plan to achieve a viable business operation. Operating results and responding to the need to develop a new strategic business plan will depend substantially on the ability of its officers and key employees to manage and respond to changing business conditions and to implement and improve its financial, administrative and other resources. If the company is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its product or related services, its ability to retain key personnel, and its business could be harmed. Further, any change in the strategic business plan may require additional working capital to implement and such working capital may be unavailable when and in the amounts needed.

If the company is successful in commercializing the ecm-RV/p53 product candidate, and the company’s operation expand from organic growth or acquisitions, the company’s ability to manage its growth effectively will require it to continue to improve its operational, financial and management controls and information systems to accurately forecast sales demand, to manage its operating costs, manage its marketing programs in conjunction with an emerging market, and attract, train, motivate and manage its employees, especially essential employees, effectively. If management fails to manage any growth, Vesicor’s results of operations, financial condition, business and prospects could be adversely affected. In addition, Vesicor’s growth strategy may depend on effectively integrating future entities, which requires cooperative efforts from the managers and employees of the respective business entities. If the company’s management is unable to effectively integrate any acquired business entities, then the company’s results of operations, financial condition, business and prospects could be adversely affected.

Our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing any future growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of an enhanced version of ecm-RV/p53 product candidate or new therapeutic products. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate or grow revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize products and services and compete effectively may depend, in part, on our ability to effectively manage any future growth.

Unstable financial market and economic conditions may have serious adverse consequences on our business, financial condition and results of operations.

As widely reported, global and domestic credit and financial markets have experienced periods of volatility and disruptions in the past several years, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability, which are affected by continued conflicts and uncertainties caused by those conflicts, including hostilities between Russia and Ukraine and trade disputes between the U.S. and its trading partners. It is also not possible to predict with certainty the effects of any of this volatility on existing U.S. macroeconomic conditions and financial markets, all of which could impact the business, financial condition, and results of operations of our company as well as our or our parent company’s ability to raise capital. There can be no assurances that any future deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, volatile business environment or any unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive, or not available. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our business and financial performance and could require us to delay or abandon clinical development plans. These economic uncertainties or events could result in us conducting operational matters, making investments, or pursuing different business or growth strategies that differ from those contemplated in this proxy statement/prospectus. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur in order to fund our company. Higher leverage also increases the risk of default on our obligations. Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations, and any future cash flow.

We can also not predict the impact of the U.S. Government’s 2025 changes in tariffs and trade policies on the general economic conditions or the impact of 2025 reductions in FDA staffing that may impact our business and product development efforts. We can also not predict the impact of 2025 reductions in U.S. Government funding and research and development resources for medical products and drugs, especially innovative ones, and downsizing of U.S. Government agencies and programs, supporting medical technology research and development on our business efforts. The long-term impact of these developments is not ascertainable as of the date of this proxy statement/prospectus because these potentially disruptive events have only occurred in the past three months and are subject to partial reversal or alteration by the Trump Administration.

Our business and operations would suffer in the event of disruptions due to natural disasters, man-made disruptions, systems failures or other events beyond our control.

Any computer systems, networks or software applications that we use and rely upon, or may rely upon in the future, and any computer systems, networks or software applications that our third party partners, CROs, collaborators or other contractors use or may use in the future, are vulnerable to computer viruses, unauthorized access, cybersecurity attacks, and other security incidents, including as perpetrated by hackers, or as the result of natural disasters, terrorism, political violence, riots, other criminal acts, war, or telecommunications or electrical failures. We have not experienced any material computer system failures or security breaches to date. During the COVID 19 pandemic, we closed our Lab. If there was a failure of important computer systems, networks or software applications that we, or others providing important services to us, rely upon, or if a variant strain of COVID 19 imposes another pandemic, then those events could result in a material disruption of our product candidate development efforts, future regulatory approval efforts for that product candidate, and, if our product candidate is approved, commercialization efforts. We could suffer a loss of our trade secrets or other proprietary information as a result of natural disaster, man-made disaster, or failure of or hacking of computer, network or software applications. For example, the loss of clinical trial data from clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce such data. To the extent that any disruption or security breach were to result in an unauthorized disclosure of confidential or proprietary information, including personal or privacy data, we could incur material legal liability or be the subject of legal claims, suffer damage to our reputation, lose or harm our intellectual property rights, and suffer delay of research and development efforts, and, if our product is approved, also delay of any commercial efforts for our product candidate. If we are held liable for a claim against which we are not insured or for damages exceeding the limits of our insurance coverage, whether arising out of cybersecurity matters or some other matter or event, that claim could have a material adverse effect on our business, financial condition, and results of operations.

Further, during the regulatory review process or, if the product candidate is approved for commercialization, during commercialization of our product, a security incident or privacy data violation that leads to the unauthorized acquisition, interruption, modification, loss, theft, corruption, interference, or other unauthorized disclosure of, or prevents access to, personal or privacy data, including patient data or other protected health information, could harm our reputation, compel us to comply with federal or state breach notification laws, subject us to mandatory corrective action, require us to verify the correctness of database contents, and otherwise subject us to liability under laws and regulations that protect personal or privacy data, resulting in increased costs or loss of revenue. Our ability to effectively manage and maintain our internal business information and intellectual property depends significantly on our adoption and maintenance of adequate security systems and operational precautions. Cybersecurity attacks in particular are continually evolving and include, but are not limited to, malicious software, ransomware, attempts to gain unauthorized access to data under our custody or control, and other electronic security breaches that could lead to disruptions in systems, misappropriation of confidential or otherwise protected information, and corruption of data. If we are unable to prevent such cybersecurity attacks or privacy violations or implement satisfactory remedial measures, our operations could be disrupted, we may suffer loss of reputation, we may be the subject of governmental investigations, legal claims, or litigation, or we may incur financial loss or other regulatory penalties, each of which may not be covered by our insurance. In addition, these breaches and other unauthorized access to our systems can be difficult to detect, and any delay in identifying any such event may lead to increased harm of the type described above.

In addition, the long-term effects of climate change on general economic conditions and the medical-therapeutic industry in particular are unclear. Climate change may heighten or intensify the existing risk of natural disasters.

If our research and development laboratory or any future product manufacturing facilities that we may rely upon, are unable to operate because of an accident or incident or for any other reason, even for a short period of time, any or all of our research and development efforts, which are vital to our business, regulatory approval efforts and any manufacturing may be significantly harmed.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe our corporate culture and resulting effective working relationships of our executive management are critical components to our efficiency in developing a product candidate and developing and implementing a strategic business plan. We have invested substantial time in building our management team. If we grow and in response to that growth develop our infrastructure, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and effectively focus on and pursue our corporate objectives.

We are and will be subject to numerous U.S. laws and regulations that pose a threat of adverse harm from non-compliance.

Our operations and our product candidate are or may become subject to numerous U.S. laws and regulations. Some of these laws and regulations are complex and pose compliance requirements that may be difficult to understand or satisfy, especially in light of potential changes in government regulations or policies or in court rulings. Liability under these laws involves inherent uncertainties. Violations of these laws and regulations are subject to civil, and, in some cases, criminal sanctions. Although we are not aware of any compliance related issues, we may not have been, or may not be, at all times, in complete compliance with all requirements, and we may incur costs or liabilities in connection with such requirements. Difficulties resulting from any non-compliance may cause unexpected interruptions to our operations, or cause administrative injunctions requiring operation stoppages, fines and other penalties.

We cannot predict the likelihood, nature or extent of government regulations that may arise from future legislation or administrative action in the United States. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new laws and resulting requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, we may lose any regulatory approvals that may have been obtained and we may not achieve or sustain profitability.

The increasing use of social media platforms presents new risks and challenges.

Social media is increasingly being used by companies and personnel to communicate information about research, product candidates, investigational medicines and the diseases for drugs and therapeutics, which increase may involve or affect our ecm-RV/p53 product candidate and other investigational medicines that are being developed to treat the same conditions. Social media practices in the biopharmaceutical and therapeutic industry continue to evolve and regulations relating to such use are not always clear or known. This Social Media evolution creates uncertainty and risk of non-compliance with regulations possibly applicable to our business, either now or the future, which uncertainty could result in circumstances creating potential regulatory or legal actions against our company. If, for instance, patients may use social media channels to comment on their experience in an ongoing clinical study or to report an alleged adverse event, or employees make negative social media posts about the company or its product. When such disclosures occur, there is a risk that our company may fail to monitor and comply with applicable adverse event reporting obligations or we may not be able to defend our business or the public’s legitimate interests in the face of the political and market pressures generated by social media due to restrictions on what we may say about our product candidate. There is also a risk of inappropriate disclosure of sensitive information or negative or inaccurate posts or comments about Vesicor or ecm-RV/p53 product candidate on any social networking website. Furthermore, our employees, affiliates, collaborators or business partners may use social media for their personal use, and their activities on social media or in other forums could result in adverse publicity for Vesicor or its ecm-RV/p53 product candidate. Any negative publicity as a result of social media posts, whether or not such posts are accurate, could adversely impact Vesicor. If any of these events were to occur or we otherwise fail to comply with applicable regulations, Vesicor could incur liability, face regulatory actions, or incur other harm to Vesicor’s business, financial condition and results of operations.

In considering the following risks, you should also consider that we have not received and may not receive regulatory approval for clinical trials for the ecm-RV/p53 and we have also not obtained regulatory approval for ecm-RV/p53 product candidate or any other product candidate for commercial use in the U.S. or elsewhere. Further, the requisite regulatory approvals for ecm-RV/p53 as well as for any other product candidate are within the sole discretionary authority of the FDA. We cannot be certain of obtaining requisite regulatory approvals for ecm-RV/p53 on a timely matter, or at all.

Development of new therapeutics involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs, fail to replicate positive results from our earlier preclinical studies or experience delays in completing, or ultimately be unable to complete, the development and commercialization of the ecm-RV/p53 product candidate.

To obtain the requisite regulatory approvals to commercialize our proposed ecm-RV/p53 product candidate, or any product candidate that we may develop, we must demonstrate through extensive preclinical studies and clinical trials that our product candidate is safe and effective in humans. Our ecm-RV/p53 product candidate is in the early stages of development and thus the risk of failure is very high. Before we can commence clinical trials for a product candidate, we must complete extensive preclinical studies that support our planned IND in the U.S., or similar applications in other jurisdictions. We cannot be certain of the timely completion or outcome of our preclinical studies and cannot predict if the FDA or other regulatory authorities will accept our proposed clinical programs or if the outcomes of our preclinical studies will ultimately support the further development of our product candidate. As a result, we cannot be sure that we will be able to submit an IND or similar applications for our preclinical programs on the timelines we expect, if at all, and we cannot be sure that submission of INDs or similar applications will result in the FDA or other regulatory authorities allowing clinical trials to begin.

Clinical trials are expensive, difficult to design and implement and can take many years to complete and their outcome is inherently uncertain. Failure can occur at any time during, or even after the clinical trial process and our future clinical results may not be successful. We may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful, and a clinical trial can fail at any stage of testing. The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials and interim results of a clinical trial do not necessarily predict final results. Differences in trial design between early-stage clinical trials and later-stage clinical trials make it difficult to extrapolate the results of earlier clinical trials to later clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses and many companies that have believed their product candidate performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their product. The same fate may befall our ecm-RV/p53 product candidate.

Successful completion of clinical trials is a prerequisite to submitting a Biologics License Application, or BLA, to the FDA and, if required, in similar marketing applications to other regulatory authorities, for each product candidate and consequently, the ultimate approval and commercial marketing of any product candidate. We do not know whether any of our future clinical trials will be completed on schedule, if at all.

We may experience delays in initiating or completing clinical trials and preclinical studies. We also may experience numerous unforeseen events during, or as a result of, any future clinical trials that we conduct that could delay or prevent our ability to receive marketing approval or commercialize our proposed product candidate, including:

We could also encounter delays if a clinical trial is suspended, placed on clinical hold or terminated by us, the IRBs of the institutions in which such trials are being conducted, or the FDA or other regulatory authorities or recommended for suspension or termination by the Data Safety Monitoring Board, or “DSMB”, for such trial. A suspension or termination may be imposed due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product or treatment, failure to establish or achieve clinically meaningful trial endpoints, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of our product candidate. Further, the FDA or other regulatory authorities may disagree with our clinical trial design and our interpretation of data from clinical trials or may change the requirements for approval even after they have reviewed and commented on the design for our clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses and many companies that believed their product candidate performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain FDA approval.

Our product development costs will increase if we experience problems or delays in clinical testing or marketing approvals. Our preclinical studies or clinical trials may not begin as planned, may need to be restructured or may not be completed on schedule, or at all. Significant preclinical studies or clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our product candidate and may allow our competitors to bring products to market before we do, potentially impairing our ability to successfully commercialize our product candidate and harming our business and results of operations. Any delays or problems in our preclinical or future clinical development programs may harm our business, financial condition and prospects significantly.

We have limited experience submitting applications for marketing authorization to the FDA, and we cannot be certain that our proposed product candidate will be successful in clinical trials or receive regulatory approval. Further, our product candidate may not receive regulatory approval even if our clinical trials are successful.

If our product candidate is approved and commercially available, we will conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.

The healthcare and therapeutic industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we would, if we have a commercially available product, provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with our providers, vendors and clients, our marketing activities and other aspects of our operations.

As we pursue regulatory approval of our product candidate or, if approved, seek to commercially exploit our product, our future arrangements with healthcare professionals, clinical sites and clinical investigators, consultants, customers, patient organizations and third-party payors may subject us, directly or indirectly, to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute and the federal False Claims Act. These laws may impact, among other things, any future activities with clinical study investigators and research subjects in respect of our product candidate in the regulatory review process, and any future sales, marketing, patient assistance or advocacy and education programs. We may also become subject to physician payment transparency laws and patient privacy regulation by both the federal government and the states in which we conduct our business. When and if applicable to us, the laws that may affect our ability to operate, or the ability of third parties who provide essential services to us to operate, include, but are not limited to:

Because of the breadth and complexity of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities, or activities of our future partners, collaborators, or agents, in connection with a commercially available product could be subject to challenge under one or more of such laws or regulations thereunder. Achieving and sustaining compliance with these laws may prove costly or beyond our ability to achieve. Failure to comply with these laws and underlying regulations can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status and exclusion from the Medicare and Medicaid programs. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations or unexpected changing interpretations. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity.

To enforce compliance with the federal laws, the U.S. Department of Justice and the Office of the Inspector General (“OIG”), have recently increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time-and-resource-consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal False Claims Act, which provides for treble damages and substantial mandatory minimum penalties per false claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.

FDA may impose restrictions or other requirements on our product candidate that may limit or undermine the commercialization of the ecm-RV/p53 product candidate.

The FDA may impose consent decrees or withdraw approval of our product candidate if compliance with regulatory requirements and standards is not maintained or if problems occur after our product reaches the market, if ever. Later discovery of previously unknown problems with our product candidate, including adverse events of unanticipated severity or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among other things:

The FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our ecm-RV/p53 product candidate. We cannot predict the likelihood, nature or extent of government regulations or policies that may arise from future legislation or administrative actions. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain revenues or profitability. The future regulatory environment in the U.S. is subject to current uncertainties due the Trump Administration’s significant reductions in personnel at U.S. federal agencies, including the FDA, proposed cuts in federal spending in medical research and development and healthcare funding, and potential significant policy or regulatory changes under HHS Secretary Robert F. Kennedy Jr. or imposed by the Trump Administration.

The full or long-term impact of the new Trump Administration is unknown or not predictable with any certainty, as of the date of this proxy statement/prospectus, especially due to reversals or changes in policy or executive actions and the numerous legal actions challenging Trump Administration actions and policies. However, actions of the Trump Administration may cause us to change our plans for seeking regulatory approval of our product candidate, or change our business plans or operations, with an unknown impact to our future business and financial prospects or our employees, or, if our product candidate is approved, the impact on our future partners, collaborators, contractors, patients, healthcare providers. Failure to comply with new Trump Administration executive actions and policies could expose us to litigation or other government actions. There can be no assurance that our compliance with new Trump Administration actions will provide sufficient mitigation or such compliance is possible or practical.

Uncertainty about the Regulatory Process imposes Additional Risks on our ability to obtain Regulatory Approval.

With the change in Presidential Administration in January 2025, and the Trump Administration’s aggressive pursuit of reduction and reorganization of federal agencies, there is substantial uncertainty as to how, if at all, the new Trump Administration will seek to modify or revise the requirements and policies of the FDA and other regulatory agencies with jurisdiction over our product candidate and applicable to our product candidate when we commence efforts to obtain regulatory approval. The impending or ongoing uncertainty could present new, unforeseen challenges or potential opportunities as we navigate the clinical development and approval process for our product candidate, which is anticipated to commence in 2026. Furthermore, the U.S. Supreme Court’s June 2024 decision in Loper Bright Enterprises v. Raimondo, which overturned the long-standing Chevron doctrine that required courts to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes, could result in additional legal challenges to regulations and guidance issued by federal agencies, including the FDA, on which we rely or will impact the regulatory review of our product candidate. The Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and other impacts to the agency rule-making process, any of which could adversely impact our business and operations. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action or as a result of legal challenges. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, our business could be materially harmed.

With the appointment of Robert F. Kennedy Jr. as Secretary of U.S. Health and Human Services (“HHS”) in February 2025, who has expressed controversial or unorthodox views on health care treatment, there is additional uncertainty about how the FDA, which is overseen by HHS, will handle novel drug or therapy candidates or if there will be new requirements for approval of novel drug or therapy product candidates. As of the date of this proxy statement/prospectus, we cannot predict the long-term or full impact of Secretary Kennedy on FDA policies or requirements that we may face when we commence the regulatory review process for our ecm-RV/p53 product candidate.

Price controls imposed in the U.S. may adversely affect our future profitability.

Recently there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in recent Executive Orders, several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for medical treatment and products. For instance, President Donald Trump, in an April 15, 2025 Executive Order, directed federal agencies to implement policies to lower drug prices, improve pharmacy benefit manager transparency, and build on provisions of the Inflation Reduction Act.

Current and future presidential budget proposals and future legislation may contain further drug or therapeutic price control measures that could be enacted. Congress and current and future U.S. Presidential Administrations may continue to seek new legislative or administrative measures to control medical treatment and product costs. At the state level, legislatures are increasingly passing legislation and implementing regulations designed to control pharmaceutical and biological/medical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures. If such pricing controls are enacted and are set at unsatisfactory levels and applicable to our approved, commercialized products, our business, financial condition, results of operations and prospects could be materially and adversely affected.

In our efforts to develop and test our product candidate, we may receive personally identifiable information, including health information that is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on any future patient or client base, and resulting ability to generate or sustain revenues. Our failure, or any failure by third parties serving as contractors or consultants, to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process. Failure by us or by third parties we engage to comply with regulatory requirements can also result in fines, adverse publicity, and civil and criminal sanctions. Moreover, our business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims laws and regulations or healthcare privacy and security laws.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of Personally Identifiable Information (“PII”), including protected health information. These laws and regulations include the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). HIPAA establishes a set of basic national privacy and security standards for the protection of protected health information, or PHI, by health plans, healthcare clearinghouses and certain healthcare providers, referred to as “covered entities”, and the business associates with whom such covered entities contract for services, which could include our company.

We do not believe that we are subject to HIPAA as of the date of this proxy statement/prospectus because we do not currently fall under the definition of entities covered by HIPAA, which covered entities are generally healthcare providers, healthcare plans or insurers, or healthcare data clearinghouses (known as “Covered Entities” or “Business Associates”). Nonetheless, we may have access to very sensitive data regarding patients who participate in, or whose tissue samples or other biospecimens are used in, our clinical trials, or we may receive or maintain information that falls under HIPAA’s purview. The maintenance of this data could impose upon us administrative and financial burdens and litigation risks. We may also obtain health information from third parties, including research institutions from which we obtain clinical trial data that are subject to HIPAA and other privacy, data security and consumer protection laws. Depending on the facts and circumstances, we could be subject to civil or criminal penalties if we knowingly receive individually identifiable health information maintained by a Covered Entity in a manner that is not authorized by HIPAA, and we may be subject to other civil or criminal penalties if we obtain, use, or disclose information in a manner not permitted by other privacy and data security and consumer protection laws. Our ability to use or disclose information may be limited by the scope of an authorization signed by clinical trial subjects or the terms of the contract that we enter into with providers or other data sources.

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations, mandates, among other things, the adoption of uniform standards for the electronic exchange of information in common healthcare transactions, as well as standards relating to the privacy and security of individually identifiable health information, which require the adoption of administrative, physical and technical safeguards to protect such information. HIPAA requires healthcare providers to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

HIPAA imposes mandatory penalties for certain violations. Penalties for violations of HIPAA and its implementing regulations are substantial and a single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts will be able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary of HHS, conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of personally identifiable information, or PII, including PHI. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and any of our collaborators, partners or health care providers involved in use of our proposed or approved ecm-RV/p53 product candidate and potentially exposing us to additional expense, adverse publicity and liability.

New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which we must handle healthcare related data, and the cost of complying with standards could be significant. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions.

Because of the extreme sensitivity of the PHI that we may store and transmit, now or in the future, and the security features of the technology platform that we may use or use is very important. If our security measures, some of which may be managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient data, including HIPAA regulated PHI. As a result, our reputation could be severely damaged, adversely affecting client and patient confidence. If our product is approved for commercial use, users may curtail their use of or stop using our product or related services, or any client base could decrease, in response to such harm, which negative results would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to patients or clients or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third party experts and consultants. We may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

We may outsource important aspects of the storage and transmission of patient information and thus rely on third parties to manage functions that have material cyber security risks. We would attempt to address these risks by requiring outsourcing subcontractors who handle client and patient information to sign business associate agreements contractually requiring those subcontractors to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors to undergo third party security examinations. In addition, we may periodically hire third party security experts to assess and test our security posture. However, we cannot assure you that these contractual measures and other safeguards, if adopted, will adequately protect us from the risks associated with the storage and transmission of patient’s proprietary and protected health information.

Various states have enacted laws governing the privacy of personal information collected and used by businesses online. For example, California adopted the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020. This law, in part, requires that companies make certain disclosures to consumers via their privacy policies, or otherwise at the time the personal data is collected. Vesicor will have to determine what personal data it is collecting from individuals and for what purposes, and to update its privacy policy every 12 months to make the required disclosures, among other things. Since this law is relatively recent, and in light of our limited operations, it is unclear whether it will have any material impact on the company’s business and operations.

Other federal and state fraud and abuse laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving medical products. Such laws are generally broad and are enforced by various state agencies and private actions. Also, many states have similar fraud and abuse statutes or regulations that may be broader in scope and may apply to us.

We could incur substantial costs in filing patent applications, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition.

As of the date of this proxy statement/prospectus, we have not filed any patent applications and we do not anticipate filing any patent applications until before the end of 2026. Our success depends, in part, on our ability to protect our proprietary methods and technologies that we develop under patent and other intellectual property laws of the United States, and possibly foreign jurisdictions, so that we can prevent others from using our inventions and proprietary information. Any patents that may be issued in the future may not provide significant protection for our intellectual property. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business, results of operations and financial condition may be adversely affected.

The particular forms of intellectual property protection that we intend to seek, or our business decisions about when to file patent applications and trademark applications, may not be adequate to protect our business or intellectual property. We could be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of our intellectual property and have an adverse effect on our business, results of operations and financial condition. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights or alleging that we infringe the counterclaimant’s own intellectual property. Any of our future patents, copyrights, or trademarks or other intellectual property rights, existing or obtained in the future, could be challenged by others or invalidated through administrative process or litigation.

Our means of protecting our intellectual property and proprietary rights may not be adequate or our competitors could independently develop similar technology. If we fail to meaningfully protect our intellectual property and proprietary rights, our business, results of operations and financial condition could be adversely affected.

Issuance of patents is with the sole discretionary authority of the USPTO and we cannot be certain of the issuance of any patents in a timely manner or at all.

Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and operating results.

Our success depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of our potential competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. If we grow and enter new markets, we will face a growing number of new competitors in addition to possible increased competition from pre-existing competitors. As the number of competitors in our industry grows and the functionality of technologies or products in different industry segments overlaps, we expect that products and technologies in our industry may be subject to such intellectual property rights claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against us. We cannot assure you that infringement claims will not be asserted against us in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our proposed product or related services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or others, or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations, efforts to obtain requisite regulatory approval for our ecm-RV/p53, and, if regulatory approval is obtained, then successful efforts for commercialization of an approved ecm-RV/p53 product, if any. We cannot be certain of obtaining requisite regulatory approval in a timely manner or at all. The grant of regulatory approval is within the sole discretionary authority of the FDA.

Vesicor may become subject to claims challenging the inventorship or ownership of any patents that we file or other intellectual property.

We may be subject to claims by any collaborators or other third parties that we engage or use to develop, test or commercialize our product candidate asserting inventor or co-inventor rights or interests for any patents that we file or other intellectual property that we claim to own. The failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our product candidate or as a result of questions regarding co-ownership of potential joint inventions. Litigation or administrative proceedings may be necessary to resolve these and other claims challenging inventorship or ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in any such intellectual property, but those agreements may not be enforceable in certain jurisdictions or our efforts to enforce them may fail. If we fail in defending our intellectual property claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. This outcome could have a material adverse effect on our business, including preventing us from commercial exploitation of our product candidate or obtaining approval of that product. Even if we are successful in defending against any intellectual property claims, litigation could result in substantial costs and be a distraction to management and other employees or damage the reputation of our company or our ecm-RV/p53 product candidate.

We face the risk of patent or other intellectual property litigation designed to delay or threaten approval or commercialization of our product candidate.

We also face the risk of competitors who have significant financial resources and may engage in intellectual property litigation, including patent claims, against us, even if baseless, in order to delay, undermine or stop introduction or commercialization of our product candidate, or force us into expensive settlements of legal proceedings. We have not filed any patent applications as of the date of this proxy statement/prospectus, but we intend to pursue patent applications after the consummation of the Business Combination. Intellectual property litigation can be expensive and protracted. We may lack the financial resources to defend against or effectively combat such predatory litigation and may lack insurance to fund, in whole or in part, such litigation.

We cannot be certain that others have not filed patent applications for technology used in our product candidate. For the following reasons, we are not certain if there are pending patent applications by others that may adversely impact or prevent our successfully patent filings:

Furthermore, the scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history and can involve other factors such as expert opinion. Our interpretation of the relevance or the scope of claims in a patent or a pending application may be incorrect, which may negatively impact our ability to market our product candidate, if approved. Further, we may incorrectly determine that our technologies or product candidate are not covered by a third-party patent or may incorrectly predict whether a third party’s pending patent application will issue with claims of relevant scope. Our determination of the expiration date of any patent in the United States or internationally that we consider relevant may be incorrect, which may negatively impact our ability to develop and market our product candidates.

Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours, and others may have or obtain patents or proprietary rights that could limit our ability to make, use, sell, offer for sale or import our product candidate and future approved products or impair our competitive position. Numerous third-party U.S. issued patents and pending patent applications may exist in the fields in which we are developing our ecm-RV/p53 product candidate. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of our product candidate. Any such patent application may have priority over our patent applications, which could further require us to obtain rights to issued patents covering such technologies. If another party has filed a U.S. patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the U.S. Patent and Trademark Office, or USPTO, to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived at the same or similar invention prior to our own invention, resulting in a loss of our ability to obtain U.S. patent position with respect to such inventions.

Some of our potential future competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. Any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

Even if we were to prevail, any litigation or administrative proceeding could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations. Furthermore, as a result of a patent infringement suit brought against us or any of our future strategic partners or licensees, we or our strategic partners or licensees may be forced to stop or delay developing, manufacturing or selling our product candidate that is claimed to infringe a third party’s intellectual property, unless that party grants us or our strategic partners’ or licensees’ rights to use the third party’s intellectual property. Ultimately, we may have to discontinue development of a product candidate or cease some of our business operations as a result of patent infringement claims, which could severely harm our business, financial condition and results of operations.

Intellectual property rights and regulatory exclusivity rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection for our proprietary rights, include trade secrets, is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. If we do not adequately protect our intellectual property and proprietary technology, competitors may be able to use our product candidate and any proprietary technologies and erode or negate any competitive advantage we may have, which could have a material adverse effect on our financial condition and results of operations. Some of the ways that others could circumvent our proprietary rights are:

Should any of these events occur, they could significantly harm our business, financial condition and results of operations.

If we or any of our future partners, collaborators, licensees or licensors, whether current or future, fail to establish, maintain or protect patents and other intellectual property rights for or affecting our product candidate, those rights may be reduced or eliminated. If our future partners, collaborators, licensees or licensors, are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, any patent rights could be compromised. If there are material defects in the form, preparation, prosecution or enforcement of our future patents or patent applications, the patents may be invalid or unenforceable, and those applications may never result in valid, enforceable patents. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business, financial condition and results of operations.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and any future patent that we may obtain may be challenged in the courts or patent offices in the United States. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our product candidate. The scope of patent protection may also be limited by the courts or USPTO. Without patent protection for our product candidate, we may be open to competition from other products. Given the amount of time required for the development, testing, and regulatory review of a new product candidate, patents protecting a product candidate might expire before or shortly after that product candidate is commercialized. As a result, patents that we may obtain may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

If Vesicor is unable to protect the confidentiality of its trade secrets, Vesicor’s business and competitive position would be harmed.

Vesicor relies on trade secrets to protect its proprietary technologies as of the date of this proxy statement/prospectus. The company relies in part on confidentiality and assignment of inventions agreements with its senior officers and any key employees and intends to require confidentiality and assignment of invention agreements with any future key employees or consultants to protect its trade secrets and other proprietary information. In addition to contractual measures, Vesicor will try to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Despite these efforts, the company cannot provide any assurances that all such agreements will effectively prevent disclosure of confidential information and will provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Vesicor’s efforts to protect its trade secrets and other proprietary rights may prove to ineffective. In the case of misappropriation of a trade secret by an officer, employee, consultant, customer or third party with authorized access, Vesicor’s confidentiality and security measures may not prevent an officer, employee, consultant or future customer from misappropriating Vesicor’s trade secrets and providing them to a competitor or using them in a competitive manner against the company. Any recourse that Vesicor may take against such misconduct may not provide an adequate remedy to protect its interests fully. Monitoring unauthorized uses and disclosures is difficult, and Vesicor does not know whether the steps that it has taken or may take in the future to protect its trade secrets and proprietary rights will be effective. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of the ecm-RV/p53 product candidate that we consider proprietary. Competitors and other third parties could attempt to replicate some or all of the competitive advantages the company derives from its product development efforts, willfully infringe the company’s intellectual property rights, design around any protected technology or develop their own competitive technologies that fall outside of Vesicor’s intellectual property rights.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Some courts in the United States are less willing or unwilling to protect trade secrets. Moreover, trade secrets will over time be disseminated within the industry through independent development, the publication of journal articles and the movement of skilled personnel from company to company or academic to industry scientific positions. If any of Vesicor’s trade secrets were to be lawfully obtained or independently developed by a competitor, it may have no right to prevent that competitor from using that technology or information to compete with Vesicor, which could harm Vesicor’s competitive position. If any of these events occurs or if the company otherwise loses the protection for its trade secrets, the value of this information may be greatly reduced and any competitive position of Vesicor would be harmed. If Vesicor fails to apply for patent protection or if it cannot otherwise maintain the confidentiality of proprietary technology and other confidential information, then its ability to protect trade secret and other proprietary information may be jeopardized.

We may lack adequate or any insurance coverage for potential or unforeseen liabilities and we may be unable to obtain or maintain necessary insurance coverage.

Our inability to obtain and maintain sufficient product liability insurance, or similar liability insurance, at an acceptable cost and scope of coverage to protect against or to litigate potential product liability claims could prevent or inhibit the commercialization of any products we develop. Even if we obtain and maintain liability insurance, any claim that may be brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our insurance coverage. Our insurance policies may also have various exclusions and deductibles, and we may be subject to a product liability claim for which we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts. Moreover, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against judgements or liabilities.

There can also be no assurance that any insurance coverage will be adequate or that we will prevail in any future legal or administrative proceeding cases. We can provide no assurance that we will be able to obtain liability insurance that would protect us from any such lawsuits.

We are not currently subject to any claims from our employees or others; however, we may be subject to such claims in the future. In the event that are not covered by insurance, our management could expend significant time addressing any such issues.

At all stages of development, our business exposes us to risks that are inherent in the provision of lab experiments and therapeutics that assist clinical decision-making. If patients, individuals or others assert liability claims against us, any ensuing litigation, regardless of outcome, could result in a substantial cost to us, divert management’s attention from operations, and decrease market acceptance of our toolsets. A successful claim could have a material adverse impact on our liquidity, financial condition, and results of operations.

We have obtained standard business casualty and property liability insurance and intend to obtain additional insurance coverage as progress in our product development, approval and commercialization efforts warrants.

Black Hawk is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Black Hawk Board for use at the Extraordinary General Meeting to be held on [*], 2025, and at any adjournments or postponements thereof. This proxy statement/prospectus is first being furnished to Black Hawk’s shareholders on or about, [*], 2025 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Black Hawk’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting.

The Extraordinary General Meeting will be held at [Black Hawk’s offices at [*] and virtually via live webcast at [*] a.m./p.m., Eastern Time, on [*], 2025, at https://www.cstproxy.com/[ ]], to consider and vote upon the proposals to be submitted to the Extraordinary General Meeting, including if necessary or desirable, the Adjournment Proposal.

The live webcast of the Extraordinary General Meeting can be accessed by visiting https://www.cstproxy.com/[*], where you will be able to listen to the meeting live and vote during the meeting. Please have your control number, which can be found on your proxy card, to join the Extraordinary General Meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.

You can pre-register to attend the live webcast of the Extraordinary General Meeting starting at [9:00] a.m., Eastern Time, on [*], 2025. Enter the URL address into your browser https://www.cstproxy.com/[*], enter your control number, name and email address. Once you pre-register you can vote your shares. At the start of the Extraordinary General Meeting, you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the Extraordinary General Meeting by dialing [*], within the U.S. and Canada, and [*] outside of the U.S. and Canada (standard rates apply) when prompted enter the pin number [*]. This is listened only, you will not be able to vote or enter questions during the meeting.

At the Extraordinary General Meeting, Black Hawk is asking holders of its Ordinary Shares:

The Black Hawk Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Black Hawk and recommends that Black Hawk’s shareholders vote “The Black Hawk Board believes that the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting are in the best interest of Black Hawk and recommends that Black Hawk’s shareholders vote FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Director Proposal, “FOR” the Incentive Plan Proposal, and, if presented at the Extraordinary General Meeting, “FOR” the Adjournment Proposal.

Black Hawk has fixed the close of business on [*], 2025, as the Record Date for determining the shareholders entitled to notice of and to attend and vote at the Extraordinary General Meeting. As of the close of business on the Record Date, there were [ ] Black Hawk Class A Ordinary Shares and [0] Black Hawk Class B Ordinary Shares outstanding.

Except as set forth herein, each Black Hawk Ordinary Share is entitled to one vote per share.

The holders of a majority of the issued and outstanding Black Hawk Ordinary Shares of Black Hawk, being individuals present in person or by proxy or if a corporation or other non-natural person, by its duly authorized representative or proxy (which would include presence virtually at the Extraordinary General Meeting) shall constitute a quorum.

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote and does not attend the Extraordinary General Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any other proposal in this proxy statement/prospectus.

Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.

Vote Required for Approval. The following votes are required for each proposal at the Extraordinary General Meeting:

Each of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, Organizational Documents Proposal and the Equity Incentive Plan Proposal is interdependent upon the others and must be approved in order for Black Hawk to complete the Business Combination contemplated by the Business Combination Agreement. If any of the Business Combination Proposal, the Domestication Proposal, the Nasdaq Proposal, Organizational Documents Proposal and the Equity Incentive Plan Proposal fails to receive the required approval by the shareholders of Black Hawk at the Extraordinary General Meeting, the Business Combination will not be completed.

Each Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your Ordinary Shares at the Extraordinary General Meeting.

Shareholders may send a later-dated, signed proxy card to Black Hawk’s Chief Executive Officer at the address set forth below so that it is received by Black Hawk’s Chief Executive Officer prior to the vote at the Extraordinary General Meeting (which is scheduled to take place at [*] a.m./p.m., Eastern Time, on [*], 2025) or attend the Extraordinary General Meeting virtually or at the physical address for the Extraordinary General Meeting and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Black Hawk’s Chief Executive Officer, which must be received by Black Hawk’s Chief Executive Officer prior to the vote at the Extraordinary General Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call [Advantage Proxy, Inc.], the proxy solicitor for Black Hawk, at [*] (toll free) or by email at [*].

All of Black Hawk’s Insiders have previously agreed to vote all of their Public Shares in favor of the Business Combination and have waived any redemption rights in connection with the Business Combination. All holders of Founder Shares have agreed to vote all of their Ordinary Shares in favor of all of the proposals to be presented at the Extraordinary General Meeting.

Public Shareholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the proposed Business Combination, against the proposed Business Combination, or do not vote in relation to the proposed Business Combination.

Any Public Shareholder may request redemption of their Public Shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of [two] business days prior to the consummation of the Business Combination, including interest earned on the funds and not previously released to Black Hawk to fund Regulatory Withdrawals and/or to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, provided, however that such Public Shareholder must follow the procedures outlined in this proxy statement/prospectus (including, with respect to Public Shares that are part of Black Hawk Units, that the Black Hawk Units must first be separated into component Public Shares and Rights as described in this proxy statement/prospectus), in order to receive cash for any Public Shares such Public Shareholder intends to redeem. As of [*], this would have amounted to approximately $[*] per Public Share, based on the amount held in the Trust Account on such date.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the prior consent of Black Hawk Board. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Black Hawk’s Insiders will not have redemption rights with respect to any Public Shares owned by them, directly or indirectly.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders of Black Hawk Units must elect to separate the underlying Public Shares and Black Hawk Rights prior to exercising redemption rights with respect to the Public Shares. If holders hold their Black Hawk Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Black Hawk Units into the underlying Public Shares and Black Hawk Rights, or if a holder holds Black Hawk Units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Public Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Black Hawk’s consent, until the consummation of the Business Combination, or such other date as determined by the Black Hawk Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. Black Hawk will be required to honor such request only if made prior to the deadline for exercising redemption requests. If the Business Combination is not approved or completed for any reason, then the Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, Black Hawk will promptly return any shares previously delivered by Public Shareholders.

The closing price of Public Shares on [*] was $[*] per share. Prior to exercising redemption rights, shareholders should verify the market price of Public Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Black Hawk cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in Black Hawk’s securities when Black Hawk’s shareholders wish to sell their shares.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own those Public Shares. Public Shareholders will be entitled to receive cash for their Public Shares only if they:

Shareholders of Black Hawk do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Black Hawk is soliciting proxies on behalf of the Black Hawk Board. This solicitation is being made by mail but also may be made by telephone or in person. Black Hawk and Black Hawk’s directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Black Hawk will bear the cost of the solicitation.

Black Hawk has hired [Advantage Proxy, Inc.] to assist in the proxy solicitation process. Black Hawk will pay [*] a fee of $[*] plus out-of-pocket expenses. Such fee will be paid with funds available at the Closing.

Black Hawk will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Black Hawk will reimburse them for their reasonable expenses.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding Black Hawk or Black Hawk’s securities, Black Hawk’s Insiders, directors or officers or their respective affiliates may purchase Black Hawk Units, Public Shares or Public Rights from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals are approved at the Extraordinary General Meeting or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. As of the date of this proxy statement/prospectus, none of Black Hawk’s Insiders, directors or officers has any plans to make any such purchases. If such arrangements or agreements are entered into, Black Hawk will file a Current Report on Form 8-K prior to the Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which Black Hawk has received redemption requests.

Further, if there are such purchases, they would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

Entering into any such incentive arrangements may have a depressive effect on outstanding Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting.

The existence of financial and personal interests of Black Hawk’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Black Hawk and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the Proposals. See the sections entitled “Risk Factors”, “Proposal 3: The Business Combination Proposal - Interests of Black Hawk’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

Black Hawk is asking its shareholders to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. Please see the subsection entitled “The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read the Business Combination Agreement in its entirety before voting on this proposal.

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the Related Agreements. Black Hawk’s shareholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination. Unless otherwise defined herein, the capitalized terms used in this section “Proposal 1: The Business Combination Proposal - Business Combination Agreement” are defined in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, including, in some cases, as of the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Black Hawk does not believe that the disclosure schedules contain information that is material to an investment decision.

On April 26, 2025, Black Hawk Acquisition Corporation, a Cayman Islands exempted company (“Black Hawk”), entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor Therapeutics, Inc., a California corporation (which 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 (as defined below) (the “Vesicor”), and BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) Black Hawk 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 be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk (the “Merger”), (prior to the Domestication, Black Hawk shall be referred to herein as “Parent”, and at and after the Domestication, “PubCo”). The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Business Combination;” and the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.” Upon the closing of the Business Combination, PubCo, as the public company, will change its name to Vesicor Therapeutics Holdings, Inc. and PubCo plans to remain Nasdaq-listed under a new ticker symbol. Capitalized terms shall have the meaning as defined in the Business Combination Agreement.

Vesicor is a development-stage biopharmaceutical company focused on the development of p53-based cancer therapeutics delivered via microvesicles.

Before the Domestication, the Parent’s capitalization consists of Black Hawk Ordinary Shares, Black Hawk Rights, and Black Hawk Units, collectively (all defined below). “Black Hawk Ordinary Shares” means Black Hawk Class A Ordinary Shares and Black Hawk Class B Ordinary Shares. “Black Hawk Rights” means the issued and outstanding rights of Parent, each such right convertible into one share of Black Hawk Ordinary Shares at the closing of a business combination. “Black Hawk Unit” means each outstanding unit consisting of one share of Black Hawk Ordinary Shares and one-fifth (1/5) of one right. Following the Domestication, PubCo’s capitalization shall consist of common stock, par value $0.0001 per share (the “PubCo Common Stock”).

On the day of the Closing, the Merger will occur. At the effective time of the Merger, each share of the PubCo’s capital stock that is owned by PubCo as treasury shares immediately prior to the effective time of the Merger shall be canceled and extinguished without any conversion thereof to receive a number of shares of PubCo Common Stock equal to the Consideration Ratio (as defined below). Additionally, each outstanding unexercised warrants to purchase shares of Vesicor Common Stock (each a “Vesicor Warrant”) will be assumed by PubCo and converted into a warrant to purchase a number of shares of PubCo Common Stock, with the same terms, conditions, vesting schedules, and other provisions as were applicable to the corresponding Vesicor Warrant immediately prior to the Merger.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the absence of specified adverse laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation; (ii) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Black Hawk ”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by Black Hawk Shareholder Approval and Vesicor Stockholder Approval; (iv) the size and composition of PubCo’s board of directors being as set forth in the Business Combination Agreement; (v) the PubCo Common Stock having been approved for listing on Nasdaq as set forth in the Business Combination Agreement; (vi) the size and composition of PubCo’s board of directors will be as set forth in the Business Combination Agreement; and (vii) the receipt by Black Hawk of a fairness opinion for the Business Combination from an investment bank approved by Black Hawk.

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Vesicor and Black Hawk during the period between execution of the Business Combination Agreement and the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Business Combination. The representations, warranties, covenants and agreements of parties made under the Business Combination Agreement will not survive the Closing except for the covenants and agreements contained therein by their terms expressly apply in whole or in part at or after the Closing or in the case of claims against a person or entity in respect of such person’s or entity’s common law fraud.

Under the Business Combination Agreement, certain representations and warranties of Black Hawk are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, “Material Adverse Effect” means any Event has had, or would reasonably be expected to have, individually or in the aggregate a material adverse effect upon the business, assets, liabilities, results of operations or condition (financial or otherwise), of Parent or Merger Sub or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Transactions. Notwithstanding the foregoing, no change or effect related to any of the following, alone or in combination, will be taken into account in determining whether a Material Adverse Effect has occurred:

Notwithstanding the foregoing, any Event referred to in clauses (a), (b), (e), (f) or (g) above may be taken into account in determining if a Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Black Hawk, relative to similarly situated companies in the industry in which Black Hawk conducts its operations.

The representations, warranties, agreements and covenants in the Business Combination Agreement terminate at, and do not survive, the Closing, except for the covenants and agreements relevant to the Closing and any agreements or covenants which by their terms contemplate performance after the Closing.

Black Hawk and Vesicor have each made certain covenants to each other, as applicable, under the Business Combination Agreement, including, among others, covenants relating to: conduct of business of Vesicor; efforts to consummate; litigation; confidentiality and access to information; public announcements; tax matters; exclusive dealing; preparation of registration statement/proxy statement; Black Hawk Shareholder Approval; Merger Sub; conduct of business of Black Hawk; Nasdaq listing; trust account; transaction support agreements; Vesicor Shareholder Approval; Private Placement Units termination agreement; Black Hawk indemnification and directors’ and officers’ insurance; Vesicor indemnification and directors’ and officers’ insurance; post-closing directors and officers; PCAOB financials; FIRPTA Certificates; and Vesicor obligation to obtain a PPM Investment; and 2025 EIP.

The Business Combination Agreement may be terminated under certain customary and limited circumstances, including, without limitation, (i) by Black Hawk or Vesicor, if a governmental authority issues a final and non-appealable order or enacts a law permanently restraining, enjoining, or otherwise prohibiting the consummation of the Business Combination; (ii) by mutual written consent of Black Hawk and Vesicor; (iii) by either Black Hawk or Vesicor, upon written notice, if Vesicor cannot procure a PPM Investment as of the Closing Date; (iv) by Black Hawk or Vesicor in the event that the Black Hawk Shareholder Approval or Vesicor Stockholder Approval is not obtained by the Closing Date, which termination shall be effective upon ten (10) days’ prior written notice from the party terminating this Agreement to the other parties; (v) by Black Hawk, upon written notice, Vesicor has materially breached its covenants, agreements, or representations and warranties in a way that would cause the failure of a closing condition and such breach is not cured within fourteen (14) days following receipt by Vesicor; (vi) by Black Hawk, if Vesicor has failed to deliver audited financial statements or interim U.S. GAAP financial statements by June 10, 2025; and (vii) by Vesicor, upon written notice, Black Hawk has materially breached its covenants, agreements, or representations and warranties in a way that would cause the failure of a closing condition and such breach is not cured within fourteen (14) days following receipt by Black Hawk.

If the Business Combination Agreement is terminated: (i) a break-up fee of $1,000,000 shall be payable by the breaching party to the non-breaching party, as liquidated damages and not as a penalty; and (ii) the Business Combination Agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except for any liability on the part of any party for fraud or willful breach of the Business Combination Agreement. In the event Black Hawk is deemed the breaching party, it would be responsible for payment of the break-up fee.

The executive management team of PubCo will consist of the following nominees: Dr. Luo Feng as the chief executive officer, Michael Bowen as the Chief Financial Officer, and Warren Hosseinion Jr., as the Chief Operating Officer. Pursuant to the Business Combination Agreement, PubCo’s board of directors will consist of five (5) members, with both the SPAC and Vesicor each having the right to initially designate one (1) director, and the remaining three (3) directors being independent directors.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement is being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Black Hawk’s public disclosures.

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Concurrently with the Domestication, and prior to the effective time of the Merger, PubCo will file a certificate of incorporation with the Secretary of State of the State of Delaware (“PubCo COI”) and will adopt bylaws (“PubCo Bylaws”), which together will govern the rights, privileges, and preferences of the holders of PubCo securities after the Closing.

The foregoing descriptions of the PubCo COI and PubCo Bylaws do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of PubCo COI and PubCo Bylaws, copies of which are included as Exhibit A and Exhibit B, respectively, to the Business Combination Agreement (attached as Exhibit [*] hereto), and the terms of which are incorporated herein by reference.

In considering the recommendation of Black Hawk Board to vote in favor of the Business Combination, Public Shareholders should be aware that Black Hawk’s Insiders, Black Hawk’s other current officers and directors and the Sponsor’s affiliates have interests in the Business Combination that are different from, or in addition to, those of Black Hawk’s other shareholders generally. Black Hawk’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Black Hawk’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

The Black Hawk Units (each consisting of one Ordinary Share and one-fifth of one right), Class A Ordinary Shares, and Rights (each right entitling the holder thereof to receive one Class A ordinary share, redeemable upon the consummation of the initial business combination) are currently traded on Nasdaq under the symbols “BKHAU”, “BKHA” and “BKHAR,” respectively. Following the Closing, the Black Hawk Units, Class A Ordinary Shares and Black Hawk Rights will no longer trade. PubCo will apply for listing, to be effective upon the Closing, of the PubCo Common Stocks on the Nasdaq under the symbols “VESI.” There is no assurance that PubCo will be able to satisfy the Nasdaq listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. PubCo will not have units traded following the consummation of the Business Combination.

Below evaluates and quantifies (to the extent practicable) the benefits and detriments of the Business Combination and any related financing transactions for, Black Hawk, the Sponsor and its affiliates, Vesicor and its affiliates, and unaffiliated security holders.

The Business Combination between Black Hawk and Vesicor, and the related financing transactions, including the issuance of PIPE securities and conversion of the Sponsor’s shares, will have material effects—both beneficial and adverse—on each of Black Hawk, the Sponsor and its affiliates, Vesicor and its affiliates, and unaffiliated security holders.

Black Hawk is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Black Hawk’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region. Prior to entering into the Business Combination Agreement, Black Hawk conducted a thorough search for a business combination target, drawing upon the networks of relationships of its management team, the members of the Black Hawk Board and input from the Sponsor and its affiliates. Prior to consummating its IPO on March 24, 2024, neither Black Hawk, nor anyone on its behalf, had any substantive discussions, formal or otherwise, with respect to a proposed business combination transaction between Black Hawk and Vesicor. The terms of the proposed Business Combination with Vesicor are the result of arm’s-length negotiations between representatives of Black Hawk and Vesicor. The following is a description of the background of these negotiations and the resulting proposed Business Combination.

During its search process, Black Hawk formally evaluated approximately 27 business combination opportunities. Black Hawk management kept members of the Black Hawk Board apprised of the details of such business combination opportunities, including overviews of the businesses, their target sectors and the material discussions with such businesses and the status thereof.

With respect to the companies it evaluated, Black Hawk executed non-disclosure agreements (“NDAs”) with 24 potential target businesses and engaged in substantive discussions with advisors, management, significant stockholders and/or other representatives of such businesses. For the potential business combination opportunities that were deemed to warrant significant interest, Black Hawk management carried out diligence efforts, including by receiving presentations from and holding discussions with management teams, evaluating management experience and engaging in readiness discussions, and assessing these target companies’ financial condition and growth prospects within their respective industries and markets. Black Hawk, in the course of its search and evaluation process, ultimately entered into five (5) letters of intent (inclusive of the letter of intent with Vesicor) with potential target companies.

During its target search process, Black Hawk formally evaluated 27 potential business combination opportunities across a range of industries and geographies. These opportunities were identified through multiple sourcing channels, including direct outreach by Black Hawk’s management team, introductions by financial advisors and investment banks, inbound interest from potential targets, and referrals from the team’s professional network of venture capital firms, private equity funds, and strategic industry contacts.

The evaluation process involved varying levels of preliminary and advanced due diligence. Initial screening typically included preparing and sending an initial due diligence request list and the following additional steps:

As stated above, of the 27 companies considered, 24 targets entered into NDAs with Black Hawk to facilitate the exchange of non-public information. Following the execution of these NDAs, Black Hawk conducted more in-depth reviews of each company’s financials, operations, and strategic positioning. This deeper diligence included management presentations, internal financial modeling, and review of investor decks, cap tables, and relevant commercial or regulatory documents where available. Black Hawk kept an internal document as a tracker for record keeping purposes to facilitate their evaluation. The tracker assigned each potential target a score on a scale of 1-10. The scoring rubric took into account the company’s size and growth potential, stage of development and scalability, industry sector, and management quality, among other factors.

Based on the diligence outcomes, Black Hawk submitted five non-binding, non-exclusive LOIs to potential targets. Of those, two ultimately resulted in executed exclusivity agreements—signifying a mutual commitment to pursue a potential transaction. These exclusivity periods allowed for more advanced negotiations, legal and financial diligence, and initial drafting of key transaction documentation.

As part of its initial screening, Black Hawk reviewed publicly available information such as investor presentations, regulatory filings (where applicable), market and competitive data, and basic financial metrics. These preliminary reviews were conducted to determine basic alignment with Black Hawk’s investment criteria, including:

Based on these evaluations, Black Hawk determined that 24 of the 27 candidates warranted deeper analysis and entered into NDA with those companies. Further, although Black Hawk started negotiations with other targets, the number of potential targets was constantly fluctuating as some targets did not pass Black Hawk’s screening criteria or some targets informed Black Hawk that they did not intend to proceed with the business combination process for reasons such as the costs or regulatory burden of becoming a publicly traded company. The three opportunities not pursued further were excluded primarily due to clear misalignment with investment parameters such as maturity level, financial profile, regulatory readiness, or valuation expectations.

Following execution of the 24 NDAs, Black Hawk undertook a more detailed review of each company. This included initial screening process included but was not limited to the following:

Through this process, at varying times and not simultaneously, Black Hawk identified five companies that merited significant attention based on their financial strength, management depth, competitive positioning, and overall strategic fit. These five were selected for focused engagement, and Black Hawk submitted non-binding LOIs to each of them. These LOIs reflected preliminary transaction terms and expressed mutual intent to proceed with exclusive negotiations and confirmatory diligence.

Of the five LOIs issued, two resulted in executed exclusivity agreements, enabling both parties to engage in more in-depth due diligence, legal negotiations, and drafting of key transaction documents. While both transactions were pursued seriously, Black Hawk ultimately determined that Vesicor represented the most compelling opportunity due to its differentiated platform, advanced clinical assets, strong intellectual property, and alignment with public market readiness and investor interest.

The entire sourcing, evaluation, and negotiation process was led by Black Hawk’s management team, with support from legal counsel, financial advisors, and industry consultants as needed.

In addition to Vesicor, Black Hawk had also entered into an exclusive LOI with another target earlier in its search process; however, after further diligence and negotiation, such discussions were determined to discontinue due to differences in the parties’ expectations regarding certain closing conditions. Factors that contributed to Black Hawk not proceeding with other targets included but are not limited to the following: (1) the targets needed early stage needed funding; (2) the potential targets were not prepared for public markets; (3) targets decided to take an alternative fund-raising approach as opposed to proceeding with a business combination.

Below is a summary of targets other than Vesicor that were considered to merit significant attention by Black Hawk and the reasons why Black Hawk did not proceed with these candidates. Black Hawk executed non-binding LOIs with all four of the five targets below and executed an exclusive LOI with one of the targets below. Each LOI included customary non-binding provisions regarding valuation range, transaction structure, as well as general expectations concerning post-closing governance and cash needs. The proposed transaction structures generally contemplated a merger with a newly formed public entity, rollover of a majority of the target’s equity, and post-closing earnouts tied to performance milestones. Each LOI also included provisions relating to mutual cooperation on due diligence and cost-sharing discussions, subject to further negotiation and definitive documentation, and also customary provisions on transaction consideration, equity financing (including a PIPE investment), non-competition provisions, initial board of director composition, use of proceeds, and closing conditions. The precise provisions of the LOI differed from target to target based on the actual situation of the company’s operations. Below is a summary of the targets:

Black Hawk ultimately selected Vesicor Therapeutics as its business combination partner. Among the potential targets evaluated, Vesicor ultimately emerged as the most attractive business combination partner for Black Hawk. Vesicor stood out due to its robust intellectual property portfolio, advanced clinical pipeline, experienced management team, and alignment with Black Hawk’s strategic focus in the healthcare and life sciences sectors.

Vesicor is led by a technically strong management team, including Dr. Feng, who brings over 30 years of experience in the field of cancer therapeutics and drug delivery. Vesicor is backed by sophisticated investors with deep capital markets experience and a strong track record in the life sciences sector, including its Chairman, Warren Sr. Hosseinion. Vesicor operates in a large and growing market focused on oncology therapeutics, and its proprietary delivery system has demonstrated promising results in human subjects in Japan. Vesicor’s platform technology is highly expandable and capable of supporting the delivery of a broad range of therapeutic compounds. With a disciplined operating model and low burn rate, Vesicor has articulated a realistic and achievable growth plan that is well-suited for the public markets. Moreover, Vesicor expressed a clear desire to go public and demonstrated alignment with Black Hawk by agreeing to share transaction-related expenses during the business combination and de-SPAC process.

On January 6, 2025, Kent Kaufman, Chief Executive Officer of Black Hawk received an email from a representative of Blue Ox Healthcare Partners (“Blue Ox”) to see if Black Hawk might be interested in an introduction to Vesicor, an early development-stage biopharmaceutical company focused on the development of microvesicle-based therapeutics. A virtual conference meeting was proposed and Kent Kaufman was introduced to Warren Hosseinion Sr., Chairman of the Board of Directors of Vesicor later that day.

On February 5, 2025, Warren Hosseinion Sr., Kent Kaufman, Oded Levy of Blue Ox joined a virtual conference call and discussed Vesicor’s work, specifically its focus on the development of microvesicle-based therapeutics, a new class of medicines that Vesicor believes has the potential to transform the treatment of a wide spectrum of diseases. Vesicor explained its plans to further develop, patent, and commercialize the use of microvesicle-based therapeutics products for the treatment of cancer. Black Hawk determined that a business combination with Vesicor represented the most compelling opportunity among the potential targets under consideration, based on the alignment of timing, Vesicor’s stage of readiness, and the strength and potential of Vesicor’s underlying technology platform. Vesicor, in view of trends in the overall economy and the benefits/challenges related to different methods of raising capital to fund its operations, had previously determined as part of its business plan that engaging in a potential de-SPAC transaction with a SPAC to become a public company was the most efficient way for Vesicor to raise capital.

On February 6, 2025, Black Hawk and Vesicor agreed to explore entering into a non-disclosure agreement (“NDA”) to facilitate further negotiations and the exchange of confidential information.

On February 12, 2025, via video conference, Warren Hosseinion Sr. and Oded Levy delivered a more detailed presentation of Vesicor’s business to Kent Kaufman and Andy Gu (and advisor to Black Hawk). Following the presentation, Kent Kaufman and Andy Gu discussed the potential transaction structure, noting that both Warren Hosseinion Sr. and Oded Levy had prior experience with SPAC transactions, which would likely facilitate an efficient process. Kent Kaufman and Andy Gu then outlined the proposed process and key terms for a non-exclusive letter of intent (“LOI”), including the requirement for a refundable deposit and a mechanism by which the LOI could convert into an exclusive, non-refundable arrangement. Black Hawk agreed to prepare and submit a draft LOI for Vesicor’s review. During this discussion, the parties identified several key terms requiring further clarification and negotiation, including the amount and structure of the deposit, the absence of a guaranteed trust amount, valuation expectations, and the allocation of closing expenses.

On February 17, 2025, a follow-up video conference was held between Kent Kaufman and Andy Gu and Vesicor’s full executive team, including Warren Hosseinion Sr., Oded Levy, Dr. Luo Feng, Vesicor’s Chief Executive Officer, Elisa Luqman, Consultant, and Michael Bowen, the Chief Financial Officer. During this meeting, the Vesicor team provided more granular details of the Vesicor’s operations and strategy.

On February 13, 2025, Black Hawk and Vesicor signed an NDA, which contained, among other provisions a confidentiality clause, customary non-disclosure and non-use provisions and a customary trust account waiver provision pursuant to which Vesicor agreed that it has no right, title, interest or claim in Black Hawks’s trust account. On the same day, Black Hawk began to conduct its due diligence, including industry research, expert calls, and review of the company materials. Black Hawk’s counsel began drafting a non-exclusive LOI.

On February 17, 2025, Kent Kaufman and Andy Gu participated in a virtual conference call with Dr. Luo Feng and Michael Bowen, during which Vesicor introduced its Chief Operating Officer, Warren Hosseinion Jr., as part of the ongoing discussions between the parties.

Following this meeting, on February 19, 2025, Black Hawk submitted a non-exclusive LOI to Vesicor’s management team for consideration.

On February 24, 2025, representatives from both parties, including Kent Kaufman and Andy Gu along with Warren Hosseinion Sr. and Oded Levy, met via video conference to negotiate key LOI terms. At this meeting, the parties agreed to a preliminary valuation of $70 million, which amount was proposed by the Vesicor management team, and discussed a proposal under which Vesicor would receive $250,000 in two tranches as a deposit in lieu of trust amount guarantees. In exchange, Vesicor proposed that Black Hawk allocate a portion of its Founder Shares as additional value. Black Hawk, in turn, requested customary closing conditions, including a non-compete from key Vesicor management and sharing of closing expenses. The parties agreed to consider each other’s proposals and begin work on a revised LOI.

Over the following two weeks, the respective management teams engaged in further discussions regarding the nature of the business combination and the reasons to move forward. During its evaluation of potential business combination targets, Black Hawk determined that Vesicor presented a particularly compelling opportunity based on several key factors.

From Black Hawk’s perspective, Vesicor was led by a technically accomplished management team, including Dr. Luo Feng, who brings more than 30 years of experience in the biotechnology and pharmaceutical sectors. His extensive background in research and development was viewed as a significant asset to Vesicor’s scientific credibility and operational capabilities.

Second, Vesicor demonstrated strong investor backing, including active involvement from its Chairman, Warren Hosseinion Sr., who possesses deep knowledge of the capital markets and a proven track record in the life sciences industry. Black Hawk viewed this level of investor support as a key indicator of institutional confidence in Vesicor’s business model and long-term strategy.

Third, Vesicor operates in a large and growing addressable market, with a focus on cancer therapeutics and drug delivery systems. The company’s proprietary delivery platform has already been administered to human subjects in Japan with promising results, signaling both clinical viability and early validation of its technology.

In addition, Black Hawk viewed Vesicor’s delivery system as a scalable platform with the potential to support a broad range of therapeutic applications beyond oncology. This flexibility was viewed as a driver of long-term growth and product pipeline expansion.

From a financial perspective, Vesicor maintained a disciplined cost structure and operated with a low burn rate, which Black Hawk considered favorable in the context of capital efficiency and sustainability.

Vesicor also expressed a strong interest in becoming a publicly traded company and conveyed a well-reasoned and achievable growth plan to support its transition to the public markets. Importantly, Vesicor demonstrated a collaborative and pragmatic approach to transaction structuring, including a willingness to share certain expenses related to the business combination and de-SPAC process.

Finally, Vesicor showed flexibility on a key financial term by agreeing to proceed with the transaction without requiring a minimum cash condition on trust proceeds. Black Hawk viewed this as a sign of confidence in the strategic partnership and an important factor in the feasibility of completing the transaction under current market conditions.

On March 13, 2025, Vesicor wired a $100,000 refundable deposit to Black Hawk as contemplated by the LOI.

On March 15, 2025, Black Hawk and Vesicor entered into an amendment to the LOI to amend the LOI to be an exclusive LOI from March 15, 2025 until the last day of April 2025 and the initial deposit became non-refundable.

The $70 million valuation reflected input from multiple sources of market and industry data and was consistent with valuation ranges for other companies at a similar stage of development in the life sciences sector. Both parties considered public and proprietary data with the valuation of preclinical-stage biotechnology companies.

Specifically, Black Hawk and Vesicor reviewed a scenario tree published by the U.S. Department of Health and Human Services (“HHS”), which outlines estimated average valuations for life sciences companies at varying stages of drug development. According to the HHS framework, the average valuation for a preclinical-stage company is approximately $62 million.

Additionally, the parties reviewed valuation benchmarks published by Bay Bridge Bio, a life sciences industry data provider, which indicated that the average valuation of a biotechnology company initiating Phase 1 clinical trials—defined as post-IND submission and approval—was approximately $105 million. Vesicor, as of the time of the valuation discussions, had not yet submitted an Investigational New Drug (IND) application and was therefore appropriately characterized as a preclinical-stage company for valuation purposes.

To supplement the HHS and Bay Bridge Bio data, a comparative analysis of early-stage oncology and immunotherapy companies was conducted. Publicly available data and financing rounds for preclinical biotechnology companies in adjacent therapeutic areas suggested a valuation range of approximately $51 million to $101 million. The companies used in this analysis were selected based on stage of development, therapeutic focus, and capital structure.

Taking into account Vesicor’s developmental stage, proprietary technology platform, intellectual property portfolio, internal data package, and the anticipated timeline for IND-enabling studies, Black Hawk and Vesicor determined that a $70 million pre-money valuation represented a reasonable and supportable midpoint within the observed range for preclinical companies in the biotechnology sector.

The above lead to discussions regarding Vesicor’s anticipated capital requirements over the near-to-intermediate term. The parties jointly assessed the operating and strategic funding needs of Vesicor in order to continue the development of its therapeutic platform and to support its transition to a public company following the Business Combination.

Vesicor’s projected financing needs over the next two to three years include both one-time and recurring expenses, such as:

Based on this financial forecast and in light of Vesicor’s expected development milestones and regulatory path, both Vesicor and Black Hawk agreed that Vesicor needed to raise approximately $10 million in gross proceeds, which would provide Vesicor with sufficient runway to fund operations and development activities for approximately 24 to 36 months post-closing of the Business Combination.

To address these financing needs, the parties agreed that Vesicor may pursue a variety of capital-raising mechanisms, including but not limited to:

Vesicor also intends to raise capital prior to the closing of the Business Combination through a private placement of securities conducted pursuant to a private placement memorandum (PPM). The proceeds from this pre-closing financing are expected to provide interim funding to advance preclinical activities and prepare for IND submission. Vesicor may also seek to raise additional capital concurrent with or shortly after closing, utilizing one or more of the aforementioned instruments, depending on prevailing market conditions and investor interest.

The structure, timing, and terms of any such financings remain subject to ongoing discussions and will depend on a variety of factors, including market conditions, investor demand, and the strategic financing objectives of Vesicor and Black Hawk.

As described above, the LOI between Black Hawk and Vesicor included a provision designed to incentivize Black Hawk to retain capital through its trust account or raise new capital via a PIPE (private investment in public equity) or similar financing arrangement. This provision ultimately formed the basis of a mechanism included in the Business Combination Agreement that provides for the potential transfer of up to 865,000 Founder Shares from Black Hawk’s Sponsor to Vesicor stockholders, 180 days following the closing of the Business Combination, subject to the achievement of certain conditions and a sliding scale mechanism.

The purpose of this structure was to align incentives and mitigate downside risk for Vesicor in the event that Black Hawk was unable to retain or replace trust proceeds at closing. More specifically, the mechanism was designed to: (i) incentivize Black Hawk to engage with its public investors to reduce redemptions in connection with the Business Combination, thereby preserving more capital in the trust account; and (ii) motivate Black Hawk to actively seek alternative financing, including a PIPE investment or similar transaction, to replace any redeemed trust funds and support Vesicor’s post-closing capital needs.

From Vesicor’s perspective, if the entire Black Hawk trust fund were to be redeemed and Black Hawk were unable to secure a PIPE or replacement financing, Vesicor would be left to raise necessary capital independently at closing, as permitted and contemplated under the BCA. Given this scenario, Vesicor believed that a partial transfer of Sponsor-held Founder Shares to Vesicor stockholders was an appropriate mechanism to help rebalance the risk and reward between the parties and compensate Vesicor stockholders for bearing additional post-closing financing risk.

The sliding scale structure was negotiated to adjust the number of Founder Shares subject to transfer based on the actual capital retained in the trust account or raised via PIPE or other permitted equity financing. If Black Hawk succeeds in retaining or raising significant capital, the number of Founder Shares transferred to Vesicor stockholders will be reduced or eliminated entirely. Conversely, if little or no capital is retained or raised, the full 865,000 Founder Shares (assuming 1,725,000 Founder Shares outstanding) may become transferable.

This provision was the result of negotiated positions between the parties. Vesicor initially proposed the Founder Share transfer mechanism as a risk-sharing arrangement to ensure its capital-raising burden would be appropriately reflected in the post-closing equity ownership. Black Hawk acknowledged that Vesicor securing PIPE financing or minimizing redemptions would enhance deal certainty and post-closing capital sufficiency and agreed that the Founder Share transfer structure could help align interests and incentivize those efforts.

Ultimately, the parties agreed on the structure and timing of this provision as a way to balance capital risk between Vesicor and Black Hawk. Under the agreed structure, Founder Shares may be transferred by the Sponsor to Vesicor stockholders following the closing of the Business Combination if: (i) the entire Black Hawk trust account is redeemed (i.e., public shareholders elect to redeem all of their shares for cash), and (ii) if Black Hawk does not raise sufficient replacement capital (such as through a PIPE or other equity financing) by the time of closing to meet a pre-agreed capital threshold.

If no capital is retained or raised, the maximum number of 865,000 Founder Shares will be subject to transfer. If partial capital is retained or raised, the number of Founder Shares transferred will be proportionally reduced if the target capital threshold is met or exceeded, no Founder Shares will be transferred.

The number of shares transferred decreases proportionally if Black Hawk retains or raises capital. If a defined capital threshold is met or exceeded, no shares will be transferred. The maximum number of shares subject to transfer is 865,000, assuming 1,725,000 Founder Shares are outstanding.

There are no other arrangements under which the Sponsor, its affiliates, or promoters are obligated to transfer securities of Black Hawk, other than this mechanism and customary lock-up provisions.

Following the execution of the LOI, the parties engaged in extensive discussions and negotiations regarding the terms of the potential business combination transaction, as well as Black Hawk’s due diligence review of Vesicor’s operations. The due diligence process, supported by Black Hawk’s advisors, officially commenced on March 20, 2025. Shortly after due diligence began, Black Hawk’s legal counsel, CCP, delivered an initial due diligence request list to Vesicor.

On March 25, 2025, Black Hawk’s Chief Executive Officer, Kent Kaufman, visited a lab of Vesicor located in California to conduct on-site due diligence. After meeting in-person with the management of Vesicor, Black Hawk decided to proceed with negotiating and drafting of the BCA. On March 26, 2025, Black Hawk engaged EntrepreneurShares LLC (“ERShares”), an investment adviser firm, to provide the board of directors of Black Hawk with its assessment as to the fairness of the transaction to the shareholders of Black Hawk.

On April 2, 2025, CCP circulated an initial draft of the BCA to the Black Hawk team for internal review. The following day, Vesicor provided a response to the due diligence request list, including annotations and document names uploaded to the virtual data room (“VDR”). On that same day, CCP circulated preliminary drafts of key transaction documents, including a working group list, transaction signing checklist, transaction step plan, and a draft BCA, based on the proposed transaction steps and customary list of Ancillary Agreements.

On April 4, 2025, CCP scheduled recurring weekly working group meetings to be held every Monday evening (Eastern Time), and the parties targeted April 26, 2025 as the anticipated signing date of the transaction documents. As the diligence and documentation process progressed, CCP sent a supplemental due diligence request list to Vesicor on April 9, 2025, and on April 10, 2025, CCP provided initial drafts of the lock-up agreement and the Vesicor shareholder support agreement. Additionally, Black Hawk reserved the ticker symbol “VESI” for the surviving corporation on April 8, 2025, and on April 9, 2025, CCP ordered a lien search through VCorp Services, LLC (“VCorp Services”).

By April 12, 2025, Vesicor’s counsel, Paul Richter, PW Richter PLC, (“PR”) provided comments to the lock-up agreement. On April 14, 2025, Black Hawk received the results of the lien search, which indicated that there were no outstanding judgments or liens on Vesicor’s assets in the searched jurisdictions. That same day, Vesicor completed its responses to the supplemental due diligence requests, and CCP circulated the initial draft of Black Hawk’s disclosure schedules to the working group.

On April 17, 2025, CCP contacted Ogier, a Cayman Islands law firm with its principal place of business in Hong Kong, to obtain comments from a Cayman Islands legal perspective on the BCA and board resolutions of Black Hawk. On the same date, PR submitted comments to the Vesicor shareholder support agreement. Black Hawk subsequently entered into an engagement letter with Ogier’s Hong Kong office on April 18, 2025, to serve as its Cayman Islands counsel. On that day, PR also submitted comments to the BCA and delivered the initial draft of Vesicor’s disclosure schedules.

The drafting process continued over the following days. On April 20, 2025, PR circulated initial drafts of the bylaws and articles of incorporation for the surviving corporation. The following day, on April 21, 2025, PR delivered drafts of employment agreement forms for Vesicor’s directors and officers. That same day, Black Hawk and CCP held an internal meeting to discuss key terms of the BCA and review Vesicor’s comments to the BCA.

On April 22, 2025, CCP sent updated drafts of the lock-up agreement, and the parties reached final agreement on both the lock-up agreement and the Vesicor shareholder support agreement. CCP also circulated an initial draft of the press release drafted to announce the signing of the BCA. PR returned comments on the draft press release on April 23, 2025, and CCP provided final comments to the governing documents of the surviving corporation, which were deemed to be in final form as of that date. Also on April 23, 2025, Black Hawk instructed VCorp Services to form BH Merger Sub, Inc. (“BH Merger Sub”), a Delaware corporation and wholly owned subsidiary of Black Hawk, which was formed that day for the purpose of merging with and into Vesicor’s reincorporated entity in the state of Delaware, so that Vesicor, as the surviving entity, could become a wholly owned subsidiary of Black Hawk at Closing.

On April 24, 2025, ERShares presented its fairness opinion to the board of directors of Black Hawk, concluding that the proposed transaction with Vesicor was fair from a financial point of view to Black Hawk’s shareholders. Later that day, CCP distributed an updated draft of the BCA to the working group, and a conference call was held to discuss open items and signing logistics, including exchanging signature pages to the transaction documents.

On April 25, 2025, CCP circulated written consents in lieu of a meeting to the boards of directors of Black Hawk and BH Merger Sub, enclosing all definitive and ancillary transaction documents. CCP and PR finalized the form of amended and restated registration rights agreement on that day, and CCP provided comments to Vesicor’s disclosure schedules, which were finalized among the parties. Throughout the day, representatives of Black Hawk, CCP, PR, and Vesicor held multiple calls and virtual meetings to finalize the transaction documentation. That evening, CCP circulated the final version of the BCA, which was approved by all parties.

On April 26, 2025, ERShares delivered its final version of its fairness opinion to the board of directors of Black Hawk, concluding that the transaction was deemed fair to the shareholders of Black Hawk. On the same date, on April 26, 2025, the parties executed the BCA and exchanged signature pages, officially entering into the Business Combination. A joint press release announcing the signing of the BCA was issued on April 28, 2025, along with the filing of a Current Report on Form 8-K.

Pursuant to an engagement letter dated March 26, 2025, the Board of Directors of Black Hawk (the “Black Hawk Board”) retained ERShares to act as its fairness opinion provider in connection with the proposed Business Combination between Black Hawk and Vesicor. Black Hawk selected ERShares to act as its fairness opinion provider based on ERShares’ qualifications, expertise and reputation, its knowledge of, and involvement in, recent similar transactions and its knowledge of Black Hawk’s business and affairs as a special purpose acquisition company.

Opinion of EntrepreneurShares LLC, as Fairness Opinion Provider to the Black Hawk Board

Black Hawk retained ERShares to render an opinion to the Black Hawk Board as to the fairness, from a financial point of view to Black Hawk and to the shareholders of the Total Consideration (as defined below) to be issued or paid to such shareholders in the Business Combination. For the purposes of this section, “Transaction Consideration” means the Black Hawk Class A Ordinary Shares to be issued in exchange for the PubCo Common Stocks and Rights at the Merger Effective Time. During the past two years, there has not been any material relationship, nor is one mutually understood to be contemplated, between Black Hawk, the Sponsor, or their respective affiliates and ERShares and its affiliates, and no compensation has been received or is to be received as a result of either ERShares’s engagement by Black Hawk or any relationship between Black Hawk, the Sponsor, or their respective affiliates and ERShares and its affiliates, except as set forth below under the caption “Fees and Expenses.” No instructions were received from, nor were limitations imposed by Black Hawk or its Sponsor to ERShares in rendering their Fairness Opinion.

Black Hawk selected ERShares to provide a fairness opinion based on ERShares’ qualifications, experience and reputation. ERShares delivered its oral opinion to the Black Hawk Board, subsequently confirmed in writing on April 26, 2025 (the “Opinion”), which sets forth, among other things, the procedures followed, assumptions made, matters considered, and qualifications and limitations on the scope of review undertaken in rendering the Opinion, which is attached to this proxy statement/prospectus as Annex D and is hereby incorporated by reference. The Opinion confirmed that, as of April 26, 2025, the Transaction Consideration to be issued or paid to the shareholders of Vesicor is fair from a financial point of view to Black Hawk and the shareholders of Black Hawk. The Opinion does not constitute a recommendation to the relevant directors and officers of Black Hawk or to any other persons in respect of the Business Combination, including as to how any holders of Black Hawk Class A Ordinary Shares should vote or act in respect of the Business Combination.

The full text of the written opinion of ERShares delivered to the Black Hawk Board, dated April 26, 2025, is attached as Annex D and incorporated by reference into this proxy statement/prospectus in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by ERShares in rendering its opinion. Black Hawk Shareholders are urged to, and should, read the opinion carefully and in its entirety. ERShares’ opinion was directed to the Black Hawk Board and addressed only the fairness from a financial point of view to the unaffiliated security holders of Black Hawk, as of the date of the opinion, of the aggregate consideration to be paid by Black Hawk pursuant to the Business Combination Agreement. ERShares’ opinion did not address any other aspect or implications of the Business Combination and does not constitute an opinion, advice or recommendation as to how any Black Hawk Shareholders should vote on any proposals presented to them. In addition, ERShares’ opinion did not in any manner address the prices at which the Black Hawk common stock would trade following the consummation of the Business Combination or at any time. The summary of ERShares’ opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of ERShares’ written opinion attached as Annex D hereto.

In connection with its analyses in rendering the Opinion, ERShares, among other things:

For purposes of its analysis and the Opinion, ERShares assumed and relied upon the accuracy and completeness of the financial and other publicly available information, and all of the information supplied or otherwise made available to, discussed with or reviewed by ERShares, without any independent verification of such information (and assumed no responsibility or liability for any independent verification of such information) and further relied upon the assurances of Black Hawk management that they were not aware of any facts or circumstances that would make such information provided to ERShares inaccurate or misleading.

For purposes of its analysis and the Opinion, ERShares assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Business Combination Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Business Combination Agreement and that all conditions to the consummation of the Business Combination would be satisfied without waiver or modification thereof. ERShares further assumed, in all respects material to its analysis, that all governmental, regulatory, or other consents, approvals or releases necessary for the consummation of the Business Combination would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the consummation of the Business Combination or reduce the contemplated benefits to the holders of Black Hawk Class A Ordinary Shares.

ERShares did not, in connection with the Opinion, conduct any physical inspection of properties or facilities associated with Vesicor. The Opinion is necessarily based upon information made available to ERShares as of April 24, 2025, and financial, economic, market, and other conditions as they existed and as could be evaluated as of that date and does not reflect any subsequent developments. ERShares does not have any obligation to update, revise or reaffirm the Opinion.

ERShares was not asked to opine on, and the Opinion does not express any views on, (i) any other terms of the Business Combination (except as expressly addressed herein), (ii) Black Hawk’s underlying business decision to proceed with or effect the Business Combination, (iii) the merits of the Business Combination relative to any alternative transaction or business strategy that may be available to Black Hawk, (iv) the amount or nature of the compensation to any officer, director or employee, or any class of such persons, relative to the compensation to be received by the holders of any class of securities, creditors or other constituencies of Black Hawk or the Vesicor in the Business Combination, or relative to or in comparison with the Total Consideration paid to shareholders of Black Hawk, (v) the fairness of the Business Combination to any particular group or class of securities, creditors, or other constituencies of Black Hawk, other than those set forth in the Opinion or (vi) the solvency, creditworthiness or fair value of Vesicor or any other participant in the Business Combination under any applicable laws relating to bankruptcy, insolvency or similar matters.

Set forth below is a summary of the material financial analyses carried out by ERShares, in connection with ERShares rendering the Opinion. The following summary, however, does not purport to be a complete description of the analyses performed by ERShares. The order of the analyses described, and the results of these analyses do not represent relative importance or weight given to these analyses by ERShares. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before April 26, 2025 and is not necessarily indicative of current market conditions.

Market Method. The primary method ERShares used as the basis for the fairness opinion assessment was a Market Method, which relied on a combination of (a) a Guideline Publicly Traded Companies Analysis (“GPC Analysis”), and (b) a Guideline Transaction Analysis (“GTM Analysis”).

Guideline Publicly Traded Companies Analysis. The GPC Analysis is a market indicator used to value a business. ERShares reviewed and analyzed publicly available data on CapIQ about companies that were considered to have attributes similar to Vesicor. There are no guideline public companies that are directly comparable to Vesicor’s future prospective business. ERShares selected a group of 15 guideline public companies that it considered to have attributes similar to Vesicor (“GPC Guideline Companies,” collectively, the “Guideline Companies Group”) to use for purposes of the GPC Analysis.

ERShares utilized the platform and analytical tools of CapIQ’s public company database (the “database,” unless otherwise indicated, as accessed as of April 24, 2024 (the “Access Date”)), to assist with the identification of GPC Guideline Companies and to obtain certain publicly available information about those companies. Of the total number of companies with securities listed on a U.S. national securities exchange (“Public Companies”) included in the database, ERShares selected the 15 GPC Guideline Companies.

For each of the Comparable Companies identified above, a valuation range of $0.5 Million to $141 Million was determined for Vesicor’s consolidated potential future business, based on the Minimum and Maximum Market Capitalization of the 15 companies identified above. The Market Capitalization of the 15 Companies derived, were reflected in the most recent public filings made by the Comparable Companies and data made available by CapitalIQ as of the date of valuation.

Based on the derived valuation range of approximately $0.5 Million to $141 Million, the transaction based on a pre-money total enterprise value of $70 Million fell within the derived valuation range and was deemed to be fair from a financial point of view under this methodology.

Guideline Transaction Analysis. The GTM Analysis is a market method examining comparable transactions based on ERShares’ review and analysis of publicly available data (sourced through the subscription database Pitchbook) about initial public offerings, Later Stage and Early-Stage Investments. Within these guidelines, the following factors were considered in determining the appropriateness of transactions for inclusion in the GTM Analysis carried out by ERShares: (i) sector, (ii) business status (iii) deal type (iv) deal status and (v) Vesicor Founded date. Utilizing the criteria set forth above, ERShares identified 16 guideline transactions (the “GTM Guideline Transactions” and collectively, the “Guideline Transactions Group”) that ERShares considered relevant for comparative purposes, though, as described below, none of the selected transactions has characteristics identical to the proposed Business Combination or involves businesses that are identical to Vesicor. The categories of transactions used by ERShares as criteria for inclusion in the Guideline Transactions Group can be summarized as follows, based on information accessed by ERShares through Pitchbook on April 24, 2025:

For each of the Comparable transactions identified above, a valuation range of $20 Million to $83 Million was determined for Vesicor’s consolidated potential future business, based on the Mean and Median Market pre-money enterprise valuation of the 16 companies identified above. The pre-money enterprise valuation of the 16 Companies derived, were reflected in public filings made by the companies involved in the GTM Guideline Transactions and data made available by Pitchbook as of the date of valuation.

Based on the derived valuation range of approximately $20 Million to $83 Million, the transaction based on a pre-money total enterprise value of $70 Million fell within the derived valuation range and was deemed to be fair from a financial point of view under this methodology.

The foregoing summary of certain financial analyses does not purport to be a complete description of the analyses or data presented by ERShares and is qualified in its entirety by reference to the full text of the Opinion, which is as attached as Annex D to this proxy statement/prospectus. In connection with the evaluation of the Transaction Consideration, ERShares performed a variety of financial and comparative analyses for the purpose of rendering the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary descriptions. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Opinion. In arriving at its fairness determination, ERShares considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of the Opinion. Rather, ERShares made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, ERShares may have given certain analyses and factors more or less weight than others and may have deemed certain assumptions more or less probable than others. As a result, the range of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of ERShares with respect to the actual value of the potential future value of Vesicor. Further, ERShares’ analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Black Hawk, Vesicor, or their respective officers, managers and advisors.

Black Hawk retained ERShares to render an opinion to the Black Hawk Board as to the fairness, from a financial point of view to Black Hawk and to the shareholders of Black Hawk of the Transaction Consideration to be issued or paid to such shareholders in the Business Combination. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. The results, information and estimates contained in these analyses are not intended to be, and should not be interpreted or construed as, indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Furthermore, ERShares’ analysis is dependent entirely on information, that was provided to ERShares by Vesicor, without independent verification by ERShares. Illustrative information, business plans, prospects and other information that was used in, and the results derived from, ERShares’ analyses are inherently subject to substantial uncertainty, and ERShares assumes no responsibility if future results are materially different from those forecasted in such estimates.

As compensation for ERShares’ service in connection with the rendering the Opinion to the Black Hawk Board, Black Hawk agreed to pay ERShares a fee of $75,000. $10,000 of the fee was paid upon commencement of the engagement, $60,000 of the fee was paid upon delivery of the oral opinion and $5,000 is payable upon closing of Business Combination or March 26, 2026, whichever is earlier.

Recommendation of the Black Hawk Board and Reasons for the Business Combination

The Black Hawk Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the number and complexity of those factors, the Black Hawk Board, as a whole, did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Additionally, individual directors may have given different weight to different factors. The Black Hawk Board viewed its decision as being a business judgment that was based on all of the information available and the factors presented to and considered by it. This explanation of Black Hawk’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding “Forward-Looking Statements.”

The Black Hawk Board, before reaching its unanimous decision to recommend the Business Combination to the Black Hawk Shareholders, reviewed in detail information and analyses provided to the Black Hawk Board by Black Hawk management and advisors engaged by Black Hawk, as further described below. Additionally, Black Hawk management and the members of the Black Hawk Board have substantial experience in evaluating the financial merits of companies across a variety of industries, including energy businesses, and the Black Hawk Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms. The Black Hawk Board considered a range of factors, including industry data, comparable company analyses, and case studies of similarly situated life sciences companies. Although the Black Hawk Board did not obtain a fairness opinion from an independent financial advisor, the Board undertook a thorough review of Vesicor’s business and prospects and evaluated the proposed transaction terms in the context of available market data.

The Black Hawk Board reviewed valuation data and trading multiples from a set of publicly traded biotechnology and life sciences companies that were identified as being in a similar preclinical or early clinical development stage. These companies were primarily focused in oncology, immunotherapy, or other high-growth therapeutic areas and reflected business models similar in risk profile, capital intensity, and market potential to Vesicor.

The valuation data for these companies suggested a range of enterprise values from approximately $51 million to $101 million, with average preclinical valuations around $62 million, consistent with benchmarks published by the U.S. Department of Health and Human Services. Additionally, market data from sources such as Bay Bridge Bio indicated that companies initiating Phase 1 trials—often post-IND—could carry valuations exceeding $100 million, while Vesicor, which had not yet submitted an IND, appropriately aligned with the preclinical cohort.

The due diligence and analyses conducted by Black Hawk management and Black Hawk’s advisors also included:

At the conclusion of this process, the Black Hawk Board determined that while, like all potential business deals, an acquisition of Vesicor presents potential risks, nevertheless pursuing a potential business combination with Vesicor would overall be an attractive opportunity for Black Hawk and its shareholders for a number of reasons, including, but not limited to, the belief that Vesicor presents Black Hawk with a transformative market opportunity based on the potential of commercializing p53-based cancer therapeutics that has delivered promising results for cancer patients in Japan under the Advance Care Program B.

In addition, based on its review of information about Vesicor, the potential of commercializing p53-based cancer therapeutics delivered via microvesicles and Vesicor’s business plans, and the results of Black Hawk’s due diligence and analyses, as further described below, the factors considered by the Black Hawk Board included, but were not limited to, the following:

In the course of its deliberations, in addition to the various other risks associated with the business of Vesicor, as described in the section entitled “Risk Factors” and appearing elsewhere in this proxy statement/prospectus, the Black Hawk Board also considered a variety of uncertainties, risks and other potentially negative reasons, factors and potentially negative outcomes relative to the proposed Business Combination, including the following:

A further consideration was that: (1) Vesicor has not received any regulatory authorization to commence clinical trials or the regulatory review process for the ecm-RV/p53 product candidate in the U.S. or elsewhere, has not commenced any clinical trials or other regulatory review process, and has not received any regulatory approvals for commercial use of ecm-RV/p53 product candidate or any other product candidate in the U.S. or elsewhere. (2) Commencement of the regulatory review process in the U.S. is not an indicator of the odds of a product successfully completing the regulatory review process or receiving regulatory approval because the regulatory review process is complex, lengthy and demanding in requisite standards and performance criteria, rejection of product candidates by the FDA is common occurrence and can occur at any stage of the regulatory review process; and (3) The approval of any product candidate for commencement of clinical trials or for commercial use is within the FDA’s sole discretionary authority.

The Business Combination is not structured to require the approval of at least a majority of unaffiliated shareholders of Black Hawk. No unaffiliated representative has been retained by a majority of the directors who are not employees of Black Hawk to act solely on behalf of the unaffiliated shareholders of Black Hawk for purposes of negotiating the terms of the Business Combination on their behalf and/or preparing a report concerning the approval of the Business Combination.

In evaluating the conflicts of interest referenced above, the Black Hawk Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for Black Hawk’s IPO and are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by Black Hawk with any other target business or businesses, and (iii) the Sponsor will hold equity interests in PubCo with value that, after the Closing, will be based on the future performance of PubCo and the trading prices of PubCo Common Stock.

In addition to considering the factors described above, the Black Hawk Board also considered that the Sponsor certain officers and directors of Black Hawk interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Black Hawk Shareholders (see section entitled “The Business Combination Proposal - Interests of the Sponsor and Black Hawk’s Officers and Directors in the Business Combination”). After considering the foregoing, the Black Hawk Board concluded, in its business judgment, that the potential benefits to Black Hawk and its shareholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

In connection with any shareholder meeting called to approve a proposed initial business combination, each Public Shareholder will have the right, regardless of whether he is voting for or against such proposed business combination, to redeem each of his or her Public Shares for a pro rata share of the Trust Account upon consummation of the business combination.

The foregoing is different from the procedures used by traditional blank check companies. In order to perfect redemption rights in connection with their business combinations, many traditional blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise its redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for it to deliver its certificate to verify ownership. As a result, the shareholder then had an “option window” after the consummation of the business combination during which it could monitor the price of the company’s stock in the market. If the price rose above the Redemption Price, it could sell its shares in the open market before actually delivering his certificates (if any) and other redemption forms to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become an “option” right surviving past the consummation of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the closing of the shareholder meeting ensures that a holder’s election to redeem is irrevocable once the business combination is completed.

Pursuant to its Current Charter, Black Hawk is required to give a minimum of ten days’ notice for each general meeting. As a result, if Black Hawk requires Public Shareholders who wish to redeem their ***Ordinary Shares for a pro rata portion of the funds in the Trust Account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their certificates (if any) and other redemption forms for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain Black Hawk’s securities when they otherwise would not want to.

If Black Hawk requires Public Shareholders who wish to redeem their Ordinary Shares to comply with specific delivery requirements for redemption described above and such proposed business combination is not consummated, Black Hawk will promptly return such certificates to the tendering Public Shareholders.

Please see the risk factor titled “If Black Hawk requires Public Shareholders who wish to redeem their Public Shares to comply with the delivery requirements for redemption, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.”

Once the shares are redeemed by the beneficial holder and effectively redeemed by Black Hawk under Cayman Islands law, the transfer agent will then update Black Hawk’s Register of Shareholders to reflect all redemptions.

Pursuant to the Nasdaq listing rules, any business acquired by Black Hawk have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of Vesicor generally used to approve the transaction, Black Hawk Board determined that this requirement was met. Black Hawk Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, was fair to and in the best interests of Black Hawk and its shareholders and appropriately reflected Vesicor’s value. Black Hawk Board considered all of the factors described above and the fact that the Aggregate Consideration to be paid by Black Hawk was the result of arm’s length negotiations with Vesicor. As a result, Black Hawk Board concluded that the fair market value of the business acquired was in excess of 80% of the assets held in the Trust Account. In addition, Black Hawk board also considered the opinion provided by ERShares to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, Vesicor had a fair market value equal to at least 80% of the net assets of the Trust Account.

Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to Black Hawk Shareholders

The following summary is a discussion of material U.S. federal income tax considerations, with respect to U.S. holders of Black Hawk Ordinary Shares or Black Hawk Rights, of the Domestication, the exercise of redemption rights and the Merger and with respect to non-U.S. holders (as defined below) the ownership and disposition of PubCo Common Stock and PubCo Rights after the Domestication and Merger. This section applies only to holders that hold their Black Hawk Ordinary Shares, Black Hawk Rights or PubCo Common Stock, and PubCo Rights as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not address the Sponsor or its affiliates, representatives, employees or other stakeholders.

This section is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a particular holder in light of such holder’s circumstances or status, nor does it address tax considerations applicable to a holder subject to special rules, including:

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U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Black Hawk Ordinary Shares, Black Hawk Rights, PubCo Common Stock or PubCo Rights, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Black Hawk Ordinary Shares, Black Hawk Rights, PubCo Common Stock or PubCo Rights and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the Domestication, an exercise of redemption rights and the Merger to them.

This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations all as of the date hereof, changes to any of which subsequent to the date of this proxy statement/prospectus may affect the tax consequences described herein (possibly with retroactive effect).

This discussion does not take into account proposed changes in such tax laws and does not address any aspect of state, local or foreign taxation, or any U.S. federal taxes other than income taxes (such as estate or gift tax consequences, the alternative minimum tax or the Medicare tax on investment income). Each of the foregoing is subject to change, possibly with retroactive effect. You should consult your tax advisors with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

We have not and do not intend to seek any rulings from the U.S. Internal Revenue Service (the “IRS”) regarding the Domestication, an exercise of redemption rights, the Merger, or any other matters discussed herein. There can be no assurance that the IRS will not take positions concerning the tax consequences of the transactions that are inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION, AN EXERCISE OF REDEMPTION RIGHTS AND THE MERGER, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of Black Hawk Ordinary Shares, Black Hawk Rights, PubCo Common Stock or PubCo Rights that is, for U.S. federal income tax purposes:

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.

Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is a “mere change in identity, form or place of organization of one corporation, however effected.” Pursuant to the Domestication, the SPAC will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, after the Domestication will change its name to [Vesicor Therapeutics, Inc.]

The Domestication will qualify as an F Reorganization for U.S. federal income tax purposes. Based upon customary assumptions, as well as certain representations made by, and covenants and undertakings of, the SPAC, it is the opinion of Celine & Partners PLLC that the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. However, the completion of the Domestication is not conditioned upon the receipt of an opinion of counsel regarding the U.S. federal income tax consequences of the Domestication, and none of the parties to the Merger intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Domestication. If any of the facts, assumptions, representations, covenants or undertakings by the SPAC are incorrect, incomplete or inaccurate or are violated, the accuracy of the opinion may be affected and the U.S. federal income tax consequences of the Domestication could differ from those described herein. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as the SPAC, including whether such a conversion is viewed for U.S. federal income tax purposes as a transaction involving two or more “investment companies” (for which tax-deferred “reorganization” treatment would not be available), this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

U.S. holders will not recognize taxable gain or loss on the Domestication for U.S. federal income tax purposes, except as provided below under the caption headings “- Effect of Section 367 of the Code to U.S. Holders” and “- PFIC Considerations - Effect of PFIC Rules on the Domestication”, and the Domestication will be treated for U.S. federal income tax purposes as if the SPAC (i) transferred all of its assets and liabilities to the Surviving Company in exchange for all of the outstanding common stock and rights of the Surviving Company; and (ii) then distributed the common stock and rights of the Surviving Company to the shareholders and rights holders of the SPAC in liquidation of the SPAC. The taxable year of the SPAC will be deemed to end on the date of the Domestication.

As the Domestication will qualify as an F Reorganization: (i) the tax basis of a share of PubCo Common Stock or PubCo Rights received by a U.S. holder in the Domestication will equal the U.S. holder’s adjusted tax basis in the Black Hawk Ordinary Shares or Black Hawk Rights, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a share of PubCo Common Stock or PubCo Rights received by a U.S. holder will include such U.S. holder’s holding period for the Black Hawk Ordinary Shares or Black Hawk Rights surrendered in exchange therefor.

In the event the Domestication fails to qualify as an F Reorganization, a U.S. holder would recognize gain or loss with respect to its Black Hawk Ordinary Shares or Black Hawk Rights in an amount equal to the difference between the fair market value of the shares of PubCo Common Stock or PubCo Rights received in the Domestication and the U.S. holder’s adjusted tax basis in its Black Hawk Ordinary Shares or Black Hawk Rights surrendered in the Domestication. In such event, such U.S. holder’s basis in the shares of PubCo Common Stock or PubCo Rights would be equal to their fair market value on the date of the Domestication, and such U.S. holder’s holding period for such shares of PubCo Common Stock or PubCo Rights would begin on the day following the date of the Domestication. Shareholders who hold different blocks of Black Hawk Ordinary Shares or Black Hawk Rights (generally, ordinary shares and rights of the SPAC purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Because the Domestication will occur prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication.

ALL U.S. HOLDERS CONSIDERING EXERCISING REDEMPTION RIGHTS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE POTENTIAL TAX CONSEQUENCES OF THE DOMESTICATION AND AN EXERCISE OF REDEMPTION RIGHTS TO THEM.

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code will apply to U.S. holders of Black Hawk Ordinary Shares on the date of the Domestication. Because the Domestication will occur immediately prior to the redemption of holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the Domestication.

U.S. Holders That Own Black Hawk Ordinary Shares with a Fair Market Value of $50,000 or More And Less Than 10 Percent of the Black Hawk Ordinary Shares

Subject to the discussion under “-PFIC Considerations” below, any U.S. holder who, on the date of the Domestication, beneficially owns (directly, indirectly, or constructively, including as a result of applicable attribution rules) Black Hawk Ordinary Shares with a fair market value of $50,000 or more but less than 10% of the total combined voting power of all classes of Black Hawk Ordinary Shares entitled to vote and less than 10% of the total value of all classes of Black Hawk Ordinary Shares will recognize gain (but not loss) with respect to the common stock received in the Domestication unless such holder elects to recognize the “all earnings and profits” amount attributable to such holder as described below. Any such gain would be equal to the excess of the fair market value of such common stock received over the U.S. holder’s adjusted tax basis in the Black Hawk Ordinary Shares deemed to be surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain and should be long-term capital gain if the U.S. holder held the Black Hawk Ordinary Shares for longer than one year. A U.S. holder’s ownership of Black Hawk Rights will be taken into account in determining such U.S. holder’s percentage ownership of Black Hawk Ordinary Shares. Complex attribution rules apply in determining whether a U.S. holder owns 10% or more of the total combined voting power of all classes of our ordinary shares entitled to vote or owns 10% or more of the total value of all classes of our ordinary shares. All U.S. holders are urged to consult their tax advisors with respect to those attribution rules.

In lieu of recognizing any gain as described in the preceding paragraph, such a U.S. holder may instead elect to include in income all earnings and profits amount attributable to its Black Hawk Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and must include, among other things:

The election must be attached by the U.S. holder to its timely filed U.S. federal income tax return for the year of the Domestication, and the U.S. holder must send notice of making the election to Surviving Company no later than the date such tax return is filed. In connection with this election, the SPAC intends to provide each U.S. holder eligible to make such an election with information regarding the SPAC’s earnings and profits upon request. At the time of the Domestication, the SPAC expects to have cumulative earnings and profits stemming from interest earned to the Trust Account, the amount of which will be based on prevailing interest rates, and such amounts of earnings and profits may be material.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING THE ELECTION DESCRIBED ABOVE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH ELECTION.

U.S. Holders that Own Black Hawk Ordinary Shares with a Fair Market Value of Less Than $50,000

Subject to the discussion in “-PFIC Considerations” below, a U.S. holder who, at the time of the Domestication, beneficially owns (or is considered to own) Black Hawk Ordinary Shares with a fair market value of less than $50,000 should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication, and will not be required to include any part of all earnings and profits amount in income.

Subject to the considerations described above relating to a U.S. holder’s ownership of Black Hawk Rights being taken into account in determining whether such U.S. holder owns less than 10% of the Black Hawk Ordinary Shares for purposes of Section 367(b) of the Code, and the discussion in “- PFIC Considerations” below, a U.S. holder of Black Hawk Rights should not be subject to U.S. federal income tax with respect to the exchange of Black Hawk Rights for PubCo Rights as a result of the Domestication.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DOMESTICATION TO THEM, INCLUDING WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE.

In addition to Section 367(b) of the Code, the Domestication may be a taxable event to U.S. holders to the extent that Section 1291(f) of the Code applies, if the SPAC is or ever was a PFIC under Section 1297 of the Code (as discussed further in “PFIC Considerations - Effect of PFIC Rules on the Domestication” below).

General. A foreign corporation will be a PFIC for U.S. federal income tax purposes with respect to a taxable year of the foreign corporation if either:

Passive income includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because Black Hawk is a blank check company with no current active business and based upon the composition of its income (i.e., interest) and assets (i.e., cash) and upon a review of its financial statements, Black Hawk believes that it is likely classified as a PFIC.

Consequences if a PFIC. If Black Hawk is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of Black Hawk Ordinary Shares or Black Hawk Rights and, in the case Black Hawk Ordinary Shares, such U.S. holder did not make a timely qualified electing fund (“QEF”) election for Black Hawk’s first taxable year as a PFIC in which such U.S. holder held (or was deemed to hold) such Black Hawk Ordinary Shares (or a QEF election along with a “purging election”) or did not make a timely mark-to-market election as discussed below, then as described below, such U.S. holder will be subject to special rules with respect to: (i) any gain recognized by the U.S. holder on the sale or other disposition of its Black Hawk Ordinary Shares or Black Hawk Rights; and (ii) any “excess distribution” made to the U.S. holder (generally, any distributions to such U.S. holder during a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S. holder in respect of the Black Hawk Ordinary Shares during the three preceding taxable years of such U.S. holder or, if shorter, such U.S. holder’s holding period for the Black Hawk Ordinary Shares).

Any “all earnings and profits amount” included in income by a U.S. holder as a result of the Domestication under Section 367 of the Code, as discussed above, would be treated as gain subject to these rules.

QEF Election. In general, if the SPAC is determined to be a PFIC, a U.S. holder may avoid the PFIC tax consequences described above in respect to its Black Hawk Ordinary Shares by making a timely QEF election to include in income its pro rata share of the SPAC’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed (unless an election is made), in each taxable year of the U.S. holder in which or with which the SPAC’s taxable year ends. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. holder makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a “PFIC Annual Information Statement,” to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances. However, in order to comply with the requirements of a QEF election, a U.S. holder must receive a PFIC annual information statement from the SPAC. Upon written request, the SPAC will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a QEF election, but there can be no assurance that we have provided or that we will timely provide such required information.

A U.S. holder may not make a QEF election with respect to its Black Hawk Rights. As a result, if a U.S. holder of Black Hawk Rights sells or otherwise disposes of such Black Hawk Rights, any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if the SPAC were a PFIC at any time during the period the U.S. holder held the Black Hawk Rights.

Mark-to-Market Election. Alternatively, if a U.S. holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. holder makes a valid mark-to-market election for the first taxable year of the U.S. holder in which the U.S. holder holds (or is deemed to hold) Black Hawk Ordinary Shares and for which the SPAC is determined to be a PFIC, such holder will not be subject to the PFIC rules described above in respect of its Black Hawk Ordinary Shares. Instead, in general, the U.S. holder will include as ordinary income each year the excess, if any, of the fair market value of its Black Hawk Ordinary Shares at the end of its taxable year over the adjusted basis in its Black Hawk Ordinary Shares. The U.S. holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Black Hawk Ordinary Shares over the fair market value of its Black Hawk Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income, i.e., net of mark-to-market losses, as a result of the mark-to-market election). The U.S. holder’s basis in its Black Hawk Ordinary Shares will be adjusted to reflect any such income or loss amounts, and the required income inclusions as well as any further gain recognized on a sale or other taxable disposition of the Black Hawk Ordinary Shares will be treated as ordinary income. Any amount allowed as a deduction under the mark-to-market regime will be treated as an ordinary loss. Currently, a mark-to-market election may not be made with respect to rights, including Black Hawk Rights.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, including the Nasdaq (on which Black Hawk Ordinary Shares have been listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to the Black Hawk Ordinary Shares under their particular circumstances.

Effect of PFIC Rules on the Domestication. Even if the Domestication qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person that disposes of stock of a PFIC (including rights to acquire stock of a PFIC, such as the Black Hawk Rights) must recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. Proposed Treasury Regulations under Section 1291(f) of the Code, or the “Proposed Regulations”, were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their current form, the Proposed Regulations may require taxable gain recognition by a U.S. holder subject to the PFIC rules with respect to its exchange of Black Hawk Ordinary Shares or Black Hawk Rights for PubCo Common Stock or PubCo Rights received in the Domestication if the SPAC were classified as a PFIC at any time during such U.S. holder’s holding period in Black Hawk Ordinary Shares or Black Hawk Rights. Therefore, U.S. holders of Black Hawk Ordinary Shares that have not made a timely QEF election or mark-to-market election (as described above) and U.S. holders of Black Hawk Rights may, pursuant to the Proposed Regulations, be subject to taxation on the Domestication to the extent their shares have a fair market value in excess of their tax basis. Any such gain would be treated as an “excess distribution” made in the year of the Domestication and subject to the special tax and interest charge rules discussed above.

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. The rules dealing with PFICs and with the QEF election and purging election (or a mark-to-market election) are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. holder of Black Hawk Ordinary Shares or Black Hawk Rights should consult its tax advisors concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

Effect to U.S. Holders of Black Hawk Ordinary Shares Exercising Redemption Rights

This section is addressed to U.S. holders of Black Hawk Ordinary Shares (which will be exchanged for common stock in the Domestication) that elect to exercise redemption rights to receive cash in exchange for Black Hawk Ordinary Shares and is subject in its entirety to the discussion of the Domestication, the PFIC rules and Section 367 of the Code as discussed above.

The U.S. federal income tax consequences to a U.S. holder of Black Hawk Ordinary Shares (which become common stock in the Domestication) that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its common stock will depend on whether the redemption qualifies as a sale of the common stock redeemed under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such U.S. holder’s common stock redeemed, the holder will recognize capital gain or capital loss equal to the difference, if any, between the amount of cash received and such holder’s tax basis in the common stock redeemed (which basis will depend on the treatment of the Domestication, including under Section 367 of the Code and the PFIC rules, as described above).

Whether a redemption qualifies for sale treatment will depend largely on the total amount of common stock treated as held by the U.S. holder (including any shares constructively owned by the U.S. holder as a result of owning warrants) relative to all common stock outstanding both before and after the redemption (which will include any common stock issued under the Nasdaq Proposal). The redemption of common stock will be treated as a sale of the common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in the PubCo or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only common stock actually owned by the U.S. holder, but also common stock constructively owned by the U.S. holder. A U.S. holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any shares the U.S. holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to an exercise of any warrants by such U.S. holder.

In order to meet the substantially disproportionate test, the percentage of the outstanding voting shares actually and constructively owned by the U.S. holder immediately following the redemption of common stock must, among other requirements, be less than 80% of the percentage of the outstanding voting shares actually and constructively owned by the U.S. holder immediately before the redemption. Prior to the Merger, the Black Hawk Ordinary Shares and common stock may not be considered voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of such U.S. holder’s interest if either (i) all of the common stock actually and constructively owned by such U.S. holder are redeemed or (ii) all of the common stock actually owned by such U.S. holder are redeemed and such U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of any common stock actually and constructively owned by certain family members and such U.S. holder does not constructively own any other common stock and otherwise complies with specific conditions. In order for the redemption of common stock to not be essentially equivalent to a dividend, the redemption must result in a “meaningful reduction” of the U.S. holder’s proportionate interest in the PubCo. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in the PubCo will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If the redemption does not qualify as a sale of the common stock redeemed, the U.S. holder will be treated as receiving a corporate distribution from the PubCo. Such distribution will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of the PubCo’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of any such earnings and profits will be applied against and reduce the U.S. holder’s basis in its other common stock (but not below zero) and, to the extent in excess of such basis, will be treated as capital gain from the sale or exchange of such redeemed shares. After the application of these rules, any remaining tax basis of the U.S. holder in such holder’s redeemed common stock will be added to the U.S. holder’s adjusted tax basis in its remaining common stock, or, if it has none, to the U.S. holder’s adjusted tax basis in its warrants or possibly in other common stock constructively owned by such holder.

Because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the U.S. federal income tax rules relating to PFICs as a result of the Domestication discussed further above.

U.S. holders who directly, indirectly, or constructively own five percent or more of stock of the PubCo (by vote or value) may be subject to special reporting requirements with respect to a redemption, and such holders should consult with their tax advisors with respect to any applicable reporting requirements.

All U.S. holders are urged to consult with their tax advisors as to the tax consequences of a redemption of all or a portion of their common stock pursuant to an exercise of redemption rights.

Tax Consequences to U.S. Holders of Common Stock and Warrants of the Merger

A U.S. holder that holds PubCo Common Stock and PubCo Rights after the Domestication should not recognize gain or loss for U.S. federal income tax purposes solely as a result of the Merger.

The following describes material U.S. federal income tax considerations relating to the ownership and disposition of PubCo Common Stock and PubCo Rights by a non-U.S. holder after the Domestication and Merger. A “non-U.S. holder” is a beneficial owner of PubCo Common Stock or PubCo Rights that is, for U.S. federal income tax purposes:

Such term, however, generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you are urged to consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of PubCo Common Stock or PubCo Rights.

The SPAC does not expect the Domestication to result in any material U.S. federal income tax consequences to non-U.S. holders of Black Hawk Ordinary Shares or Black Hawk Rights.

Any distribution of cash or property (or a constructive distribution) Surviving Company makes to a non-U.S. holder of PubCo Common Stock or PubCo Rights, to the extent paid out of PubCo’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes. Any such dividends paid or deemed paid to a non-U.S. holder in respect of PubCo Common Stock or PubCo Rights that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States, as described below, will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, unless such non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In satisfying the foregoing withholding obligation with respect to a distribution, the applicable withholding agent may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution PubCo projects will be a dividend, based upon a reasonable estimate of both its current and accumulated earnings and profits for the taxable year in which the distribution is made. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the non-U.S. holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS. Any such distribution not constituting a dividend will be treated, for U.S. federal income tax purposes, first as reducing the non-U.S. holder’s adjusted tax basis in such PubCo Common Stock or PubCo Rights (but not below zero) and, to the extent such distribution exceeds the non-U.S. holder’s adjusted tax basis, as gain from the sale or other taxable disposition of such PubCo Common Stock or PubCo Rights, which will be treated as described under “- Gain on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Common Stock and PubCo Rights” below.

Dividends (including constructive dividends) PubCo pays to a non-U.S. holder that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base of the non-U.S. holder) will not be subject to the foregoing U.S. federal withholding tax, provided such non-U.S. holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, unless an applicable income tax treaty provides otherwise, such dividends will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder. In addition, if the non-U.S. holder is a corporation, such holder’s effectively connected earnings and profits (subject to adjustments) may be subject to a U.S. federal “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Common Stock and PubCo Rights

A non-U.S. holder will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of PubCo Common Stock or PubCo Rights unless:

Unless an applicable tax treaty provides otherwise, any gain described in the first bullet point above generally will be subject to U.S. federal income tax, net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in addition, a non-U.S. holder described in the first bullet point that is a foreign corporation will be subject to U.S. federal “branch profits tax” at a 30% rate (or a lower applicable tax treaty rate) on such non-U.S. holder’s effectively connected earnings and profits (subject to adjustments).

Any gain of a non-U.S. holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) will be subject to a flat 30% U.S. federal income tax rate (or a lower applicable tax treaty rate).

Unless an applicable tax treaty provides otherwise, any gain described in the third bullet point above that is recognized by such non-U.S. holder on the sale, exchange or other disposition of PubCo Common Stock or PubCo Rights will be subject to tax at applicable U.S. federal income tax rates. In addition, a buyer of such PubCo Common Stock or PubCo Rights from a non-U.S. holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition if such PubCo Common Stock or PubCo Rights are not treated as “regularly traded on an established securities market.” PubCo will be classified as a USRPHC if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. PubCo does not expect to be classified as a USRPHC following the Merger. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether Surviving Company is or will be a USRPHC with respect to a non-U.S. holder following the Merger or at any future time.

Tax Consequences to Non-U.S. Holders That Elect to Exercise Redemption Rights

This section is addressed to non-U.S. holders of Black Hawk Ordinary Shares that elect to exercise redemption rights to receive cash in exchange for all or a portion of their Black Hawk Ordinary Shares. For purposes of this discussion, a “redeeming non-U.S. holder” is a non-U.S. holder that elects to exercise redemption rights in respect of all or a portion of its Black Hawk Ordinary Shares.

Because the Domestication will occur immediately prior to the redemption of non-U.S. holders that exercise redemption rights with respect to common stock, the U.S. federal income tax consequences to a redeeming non-U.S. holder will depend on whether the redemption qualifies as a sale of the common stock redeemed, as described above under “- U.S. Holders - Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights.” If such a redemption qualifies as a sale of common stock, the U.S. federal income tax consequences to the redeeming non-U.S. holder will be as described above under “- Gain on Sale, Taxable Exchange or Other Taxable Disposition of PubCo Common Stock and PubCo Rights.” If such a redemption does not qualify as a sale of common stock, the redeeming non-U.S. holder will be treated as receiving a distribution, the U.S. federal income tax consequences of which are described above under “- Dividends.”

ALL NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DOMESTICATION TO THEM.

Dividend payments with respect to PubCo Common Stock and proceeds from the sale, exchange or redemption of PubCo Common Stock or PubCo Rights may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

A Non-U.S. holder generally will eliminate the requirement for information reporting (other than with respect to dividends) and backup withholding by providing certification of its non-U.S. status on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Pursuant to the Foreign Account Tax Compliance Act, set forth in Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as “FATCA”), foreign financial institutions (which include hedge funds, private equity funds, mutual funds and any other investment vehicles regardless of their size) must comply with information reporting rules with respect to their U.S. account holders and investors or bear a withholding tax on certain payments made to them (including such payments made to them in their capacity as intermediaries). Generally, if a foreign financial institution or certain other foreign entity does not comply with these reporting requirements, “withholdable payments” to the noncomplying entity will be subject to a 30% withholding tax. For this purpose, withholdable payments include U.S.-source payments otherwise subject to nonresident withholding tax and, subject to the discussion of the proposed Treasury Regulations below, the entire gross proceeds from the sale of certain equity or debt instruments of U.S. issuers. This withholding tax will apply to a non-compliant foreign financial institution regardless of whether the payment would otherwise be exempt from U.S. nonresident withholding tax.

Withholding under FATCA will generally apply to payments of dividends on PubCo Common Stock to foreign financial institutions that are not in compliance with FATCA. The U.S. Department of the Treasury has released proposed regulations which, if finalized in their present form, would eliminate the U.S. federal withholding tax of 30% applicable to the gross proceeds of a sale or disposition of equity interests. In its preamble to the proposed regulations, the U.S. Treasury stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Similar withholding requirements to the foregoing apply to dividends on and, subject to the proposed regulations, gross proceeds from the sale of, PubCo Common Stock held by an investor that is a non-financial foreign entity unless such entity provides certain information regarding the entity’s “substantial United States owners,” which the applicable withholding agent will in turn be required to provide to the Secretary of the Treasury.

If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Each non-U.S. holder is urged to consult its tax advisor regarding these rules and whether they may be relevant to such non-U.S. holder’s ownership and disposition of PubCo Common Stock and PubCo Rights.

Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the United States in connection with FATCA may be subject to different rules. All holders are urged to consult with their tax advisors regarding the possible implications of the above rules under, or related to, FATCA on their investment in PubCo Common Stock or PubCo Rights.

Material U.S. Federal Income Tax Consequences of the Business Combination for Vesicor Shareholders

The following is a summary of the material U.S. federal income tax consequences to shareholders of Vesicor, a C corporation, resulting from the proposed business combination (the “Merger”) with Black Hawk, as described in this registration statement on Form S-4. This summary is provided for general informational purposes only and is not intended as tax advice. Shareholders are urged to consult their own tax advisors regarding the specific tax consequences of the Merger to them, taking into account their particular circumstances, as well as any tax consequences arising under U.S. federal, state, local, or non-U.S. tax laws.

The Merger is structured as a reverse triangular merger under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to the Merger Agreement, a wholly-owned subsidiary of the Black Hawk will merge with and into the Vesicor, with the Vesicor surviving as a wholly-owned subsidiary of the Black Hawk. In exchange for their shares of Vesicor Common Stock, Vesicor shareholders will receive solely shares of Black Hawk common stock as merger consideration. No cash or other property will be issued as part of the Merger consideration, and any fractional shares of Black Hawk common stock that would otherwise be issued will be rounded to the nearest whole share in accordance with the terms of the Merger Agreement.

The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Code. Assuming the Merger qualifies as a tax-free reorganization, the following U.S. federal income tax consequences are expected to apply to Vesicor shareholders:

As the Vesicor is a C corporation, there are no special considerations related to S corporation status or pass-through entity taxation (e.g., partnerships). The Merger will not result in the termination of any pass-through tax status, as the Vesicor is already taxed as a C corporation under the Code.

Non-U.S. shareholders of the Vesicor should consult their tax advisors regarding the U.S. federal income tax consequences of the Merger, including any potential withholding taxes under the Foreign Investment in Real Property Tax Act (FIRPTA) or other applicable rules, as well as the tax consequences under the laws of their country of residence or citizenship.

This summary does not address all possible tax consequences of the Merger and is not intended to be a complete analysis of all tax considerations. The tax consequences of the Merger may vary depending on the specific circumstances of each Vesicor shareholder, including their tax status and other factors. Vesicor shareholders are strongly encouraged to consult with their own tax advisors to determine the specific U.S. federal, state, local, and non-U.S. tax consequences of the Merger to them.

The Business Combination will be treated by Black Hawk as a "reverse merger” in accordance with accounting principles generally accepted in the United States of America ("GAAP”). For accounting purposes, Vesicor is considered to be acquiring Black Hawk in this transaction. Therefore, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Vesicor is issuing stock for the net assets of Black Hawk. The net assets of Black Hawk will be stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of Black Hawk will show the consolidated balances and transactions of Black Hawk and Vesicor as well as comparative financial information of Vesicor (the acquirer for accounting purposes).

Prior to the Closing, Vesicor is required under the Business Combination Agreement to: (1) obtain approval of its board of directors and shareholders for the reincorporation and domestication of Vesicor from the State of California to the State of Delaware; (2) file with the Secretary of State of California (Business Programs Division) and Divisions of Corporations, Secretary of State of Delaware, to effectuate the reincorporation and domestication of Vesicor to the State of Delaware; (3) qualify to do business as a foreign corporation in the State of California and, in connection therewith, appoint an agent for service of process as required under the provisions of Section 2105 of the California Corporations Code; and (4) take such other actions as may be required by the California Corporations Code and DGCL with respect to the reincorporation and domestication of Vesicor to the State of Delaware.

Additional disclosures about regulatory matters applicable to Vesicor’s ecm-RV/p53 product candidate are set forth in Information about Vesicor at page 205 of this proxy statement/prospectus.

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, (i) except for filings with the Cayman Islands Registrar of Companies and Delaware Secretary of State necessary to effectuate the Domestication, and (ii) the Business Combination and filings required of solicitation materials pursuant to Rule 14a-12 of the Exchange Act.

Shareholders of Black Hawk do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

“RESOLVED, as an ordinary resolution, that Black Hawk’s entry into the Business Combination Agreement dated as of April 26, 2025 (the “Business Combination Agreement”) by and among Black Hawk, Vesicor Therapeutics, Inc., a California corporation (“Vesicor”), BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”) and each Additional Agreement (as defined in the Business Combination Agreement) to which Black Hawk is a party to, and the performance of its obligations contemplated in the Business Combination Agreement and Additional Agreements (including, without limitation, the Domestication and the Merger (as defined in the Business Combination Agreement)), be approved, adopted, ratified and confirmed in all respects.”

The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

If any of the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, or the Director Election Proposal fails to receive the required shareholder approval, the Business Combination will not be completed.

Recommendation of Black Hawk Board with Respect to the Business Combination Proposal

THE BLACK HAWK BOARD RECOMMENDS THAT THE BLACK HAWK SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

Black Hawk is proposing to change its corporate structure and domicile from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware. This change will be implemented as a legal continuation of Black Hawk under the applicable laws of the Cayman Islands and the State of Delaware as described under “- Manner of Effecting the Domestication and the Legal Effect of the Domestication.”

The Domestication will be effected by the filing of an application to de-register Black Hawk with the Registrar of Companies of the Cayman Islands and the filing of a Certificate of Corporate Domestication and the Interim Charter with the Delaware Secretary of State. The Interim Charter, which amends and removes the provisions of Black Hawk’s Current Charter that terminate or otherwise become inapplicable because of the Domestication and otherwise provides Black Hawk’s shareholders with the same or substantially the same rights as they have under the Current Charter. In addition, the Interim Charter does not include limitations on redemptions in connection with an initial business combination due to any net tangible asset threshold. The Domestication will become effective one (1) business day prior to the Closing of the Business Combination. In connection with the Domestication, all outstanding Ordinary Shares will convert into outstanding shares of PubCo common stock, as the continuing Delaware corporation. All shareholders are encouraged to read the Interim Charter in its entirety for a more complete description of their terms.

Holders of the Black Hawk Class A Ordinary Shares and holders of the Black Hawk Class B Ordinary Shares will have one vote per share in respect of any vote to continue Black Hawk in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of Black Hawk in such other jurisdiction).

Comparison of Shareholder Rights under the Applicable Organizational Documents Before and After the Domestication

When the Domestication is completed, certain rights of shareholders will be governed by the Organizational Documents rather than the Current Charter (which will cease to be effective) and certain rights of shareholders and the scope of the powers of the Black Hawk Board and management will be altered as a result.

Shareholders should consider the following summary comparison of the Organizational Documents, on the one hand, and the Current Charter, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the Current Charter and the Organizational Documents of Black Hawk. You should read the form of the Organizational Documents attached to this proxy statement/prospectus as Annex B and Annex C carefully and in its entirety.

[Comparison of Shareholder Rights under Applicable Corporate Law Before and After the Domestication

When the Domestication is completed, the rights of the shareholders will be governed by Delaware law, including the DGCL, rather than by the laws of the Cayman Islands, including the Cayman Islands Companies Act. Certain differences exist between the DGCL and the Cayman Islands Companies Act that will alter certain of the rights of shareholders and affect the powers of the Black Hawk Board and management following the Domestication.

Shareholders should consider the following summary comparison of the Cayman Islands Companies Act, on the one hand, and the DGCL, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the DGCL and the Cayman Islands Companies Act.

The owners of a Delaware corporation’s shares are referred to as “stockholders.” For purposes of language consistency, in certain sections of this proxy statement/prospectus, Black Hawk may continue to refer to the share owners of Black Hawk as “shareholders.”

The Black Hawk Board believes that it would be in the best interests of Black Hawk to effect the Domestication immediately prior to the completion of the Business Combination. The primary reason for the Domestication is to enable Black Hawk to avoid certain taxes that would be imposed on PubCo and/or Black Hawk if Black Hawk were to conduct an operating business in the United States as a foreign corporation following the Business Combination.

The Black Hawk Board believes that it would be in the best interests of Black Hawk to effect the Domestication to enable Black Hawk to avoid certain taxes that would be imposed if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Black Hawk Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by its officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Black Hawk is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the Black Hawk and establishing public policies with respect to Delaware corporations. It is anticipated that the Black Hawk will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to Black Hawk’s corporate legal affairs following the Business Combination.

Black Hawk is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States in order to complete the Domestication. Black Hawk must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with Nasdaq of a press release disclosing the Domestication, among other things.

The Domestication will not breach any covenants or agreements binding upon Black Hawk and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Delaware necessary to effect the Domestication.

Commencing on the Domestication Effective Time under the applicable law, the Interim Charter will govern the rights of Black Hawk’s stockholders. A chart comparing your rights as a holder of Ordinary Shares of Black Hawk as a Cayman Islands exempted company with your rights as a holder of Black Hawk common stock as a Delaware corporation can be found above in “- Comparison of Shareholder Rights under Applicable Corporate Law Before and After the Domestication.”

Tax Consequences to Holders of Ordinary Shares Who Receive Black Hawk common stock as a Result of the Domestication

If the Proposals described in this proxy statement/prospectus are approved, then holders of Ordinary Shares who do not elect to exercise their redemption rights will receive Black Hawk common stock as a result of the Domestication. For a description of the material U.S. federal income tax consequences of the Domestication, see the section entitled “- Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to Black Hawk Shareholders.”.

Manner of Effecting the Domestication and the Legal Effect of the Domestication

Pursuant to Section 388 of the DGCL, a non-United States entity may become domesticated as a Delaware corporation by filing with the Delaware Secretary of State a Certificate of Corporate Domestication and a Certificate of Incorporation, certifying to the matters set forth in Section 388 of the DGCL. The domestication must be approved in the manner provided for by the instrument or other writing governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and the Certificate of Incorporation must be approved by the same authorization required to approve the domestication.

When a non-United States entity has become domesticated as a Delaware corporation, for all purposes of Delaware law, the corporation will be deemed to be the same entity as the domesticating non-United States entity and the domestication will constitute a continuation of the existence of the domesticating non-United States entity in the form of a Delaware corporation. When any domestication will have become effective, for all purposes of Delaware law, all of the rights, privileges and powers of the non-United States entity that has been domesticated and all property, real, personal and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, will remain vested in the corporation to which such non-United States entity has been domesticated (and also in the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and will be the property of such corporation (and also of the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication), and the title to any real property vested by deed or otherwise in such non-United States entity shall not revert or be in any way impaired by reason of the domestication; but all rights of creditors and all liens upon any property of such non-United States entity will be preserved unimpaired, and all debts,

liabilities and duties of the non-United States entity that has been domesticated will remain attached to the corporation to which such non-United States entity has been domesticated (and also to the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such corporation. The rights, privileges, powers and interests in property of the non-United States entity, as well as the debts, liabilities and duties of the non-United States entity, will not be deemed, as a consequence of the domestication, to have been transferred to the corporation to which such non-United States entity has domesticated for any purpose of the laws of the State of Delaware.

If the Domestication Proposal is approved, Black Hawk will also apply to de-register as a Cayman Islands exempted company pursuant to Section 206 of the Cayman Islands Companies Act by filing the requisite documentation with the Registrar of Companies of the Cayman Islands. Upon the deregistration, Black Hawk will no longer be subject to the provisions of the Cayman Islands Companies Act. Except as provided in the Cayman Islands Companies Act, the deregistration will not affect the rights, powers, authorities, functions and liabilities or obligations of Black Hawk or any other person.

The Domestication is being proposed solely for the purpose of changing the legal domicile of Black Hawk. There will be no accounting effect or change in the carrying amount of the assets and liabilities of Black Hawk as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Black Hawk immediately following the Domestication will be the same as those immediately prior to the Domestication.

“RESOLVED, as a special resolution, that (a) Black Hawk be transferred by way of continuation from the Cayman Islands to the State of Delaware and become domesticated as a Delaware corporation in accordance with Section 388 of the DGCL and de-register as a Cayman Islands exempted company in accordance with section 206 of the Cayman Islands Companies Act (the “Domestication”); (b) upon the Domestication taking effect, the certificate of incorporation, in the form appended as Annex B to the accompanying proxy statement and PubCo’s amended and restated bylaws, in the form appended as Annex C to the accompanying proxy statement/prospectus, be and are hereby approved and adopted in its entirety in place of Black Hawk’s second amended and restated memorandum and articles of association; and (c) conditional upon, and with effect from, the registration of Black Hawk as a corporation in Delaware, the name of Black Hawk be changed from ‘Black Hawk Acquisition Corporation’ to ‘Vesicor Therapeutics Holdings, Inc.’.”

The approval of the Domestication Proposal will require a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Holders of the Black Hawk Class B Ordinary Shares and holders of Class A Ordinary Shares will have one vote per share in respect of any vote to continue Black Hawk in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of Black Hawk in such other jurisdiction).

The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Black Hawk’s shareholders.

Recommendation of the Black Hawk Board with Respect to the Domestication Proposal

THE BLACK HAWK BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE DOMESTICATION PROPOSAL.

Assuming each of the condition precedent Proposals, including the Business Combination Proposal, is approved, Black Hawk will become domesticated as a corporation under the laws of the State of Delaware and, as a result, replace the second amended and restated memorandum and articles of association with the Proposed Certificate of Incorporation and the Proposed Bylaws, in each case, in accordance with the DGCL. Under the Business Combination Agreement, approval of the Organizational Documents Proposal is a condition to the Closing.

Black Hawk is seeking shareholder approval, by special resolution under the Companies Act, of the Organizational Documents Proposal in connection with the replacement of the second amended and restated memorandum and articles of association. The Organizational Documents differ materially from the second amended and restated memorandum and articles of association. The following is a summary of the key changes effected by the Organizational Documents, which summary is qualified in its entirety by reference to the full text of the Proposed Certificate of Incorporation, a copy of which is included as Annex B to this proxy statement/prospectus, and by reference to the full text of the Proposed Bylaws, a copy of which is included as Annex C to this proxy statement/prospectus:

“RESOLVED, as a special resolution, that Black Hawk’s second amended and restated memorandum and articles of association currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed Bylaws in the form attached to the proxy statement/prospectus as Annex B and Annex C, respectively (the “Organizational Documents”), conditional upon, and with effect from the domestication of the company in the State of Delaware as a corporation incorporated under the laws of the State of Delaware in accordance with the DGCL and conditional upon, and with effect from, the domestication of the company in the State of Delaware as a corporation incorporated under the laws of the State of Delaware in accordance with the DGCL, the name of the company be changed to [ ]. (“[ ]”).”

The approval of the Organizational Documents Proposal will require a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Organizational Documents Proposal is conditioned on the approval of each of the above Proposals. Therefore, if any of the above Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by the requisite holders of Black Hawk ordinary shares.

THE BOARD RECOMMENDS THAT BLACK HAWK’S SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSALS.

Upon the closing of the Business Combination, the PubCo Board will consist of seven (7) directors. The election of the seven (7) director nominees is contingent upon the Closing of the Business Combination.

At the Extraordinary General Meeting, it is proposed that seven directors will be elected to be the directors of PubCo Board to take office upon consummation of the Business Combination. It is proposed that the PubCo Board will consist of the following directors:

For more information on the experience of each of these director nominees, see the section entitled “PubCo’s Management After the Business Combination” in this proxy statement/prospectus.

For more information on the experience of each of these director nominees, see the section entitled “PubCo’s Management After the Business Combination” in this proxy statement/prospectus.

RESOLVED, as an ordinary resolution, that, effective as of the consummation of the Business Combination, Luo feng, Michael Bowen, Warren Hosseinion, Warren Hosseinion Jr., Oded Levy, Qi Ouyang and Adeel Rouf be and are hereby elected as directors and serve on the PubCo Board until the expiration of their respective terms and until their respective successors are duly elected and qualified (such proposal, the “Director Election Proposal”). The Director Election Proposal is conditioned on the approval of the other condition precedent proposals described in the proxy statement/prospectus for the Business Combination.

The approval of the Director Election Proposal will require an ordinary resolution, being a resolution passed by the holders of a majority of the Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Following consummation of the Business Combination, the election of directors of the PubCo will be governed by its charter documents and the laws of the State of Delaware.

THE BLACK HAWK BOARD RECOMMENDS THAT BLACK HAWK SHAREHOLDERS VOTE “FOR” THE DIRECTOR ELECTION PROPOSAL AND THE ELECTION OF EACH OF THE NOMINEES NAMED THEREIN.

Pursuant to Rule 5635 of the Nasdaq Listing Rules, stockholder approval is required prior to the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance. Additionally, under Rule 5635 of the Nasdaq Listing Rules, stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of Clover Leaf.

Upon the consummation of the Business Combination, Black Hawk expects to issue an estimated [ ] shares of the PubCo Common Stocks in connection with the Business Combination.

Accordingly, the aggregate number of shares of Black Hawk Ordinary Shares that the PubCo will issue in connection with the Business Combination will exceed 20% of both the voting power and the shares of Black Hawk Ordinary Shares outstanding before such issuance and may result in a change of control of the registrant under Nasdaq Listing Rule 5635. For these reasons, Black Hawk is seeking the approval of Black Hawk stockholders for the issuance of shares of PubCo’s Common Stock (and securities convertible into or exercisable for Common Stock) pursuant in connection with the Business Combination.

If the Nasdaq Proposal is adopted, we expect to issue approximately 7,000,000 shares of PubCo Class A Common Stock to holders of Vesicor Common Stock, representing approximately 56.55% of the issued and outstanding shares of PubCo Class A Common Stock (based on 5,379,500 shares being issued or held by other PubCo stockholders and 50% redemption of PubCo Common Stock) upon the Closing subject to adjustment based on the adjustment for indebtedness (net of cash) set forth in the Business Combination Agreement.

The issuance of the shares of Black Hawk Ordinary Shares described above would result in significant dilution to Black Hawk stockholders and result in Black Hawk stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of Clover Leaf.

In the event that this Proposal is not approved by Black Hawk Shareholders, the Business Combination cannot be consummated. In the event that this Proposal is approved by Black Hawk Shareholders, but the Business Combination Agreement is terminated (without the Business Combination being consummated) prior to the issuance of PubCo Common Stocks pursuant to the Business Combination Agreement, PubCo will not issue such PubCo Common Stocks.

“RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of Rule 5635 of the Nasdaq Listing Rules, the issuance of up to [ ] PubCo Common Stock in connection with the Business Combination [and the additional PubCo Common Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan,] be approved.”

The approval of the Nasdaq Proposal requires an ordinary resolution, being a resolution passed by the holders of a majority of the holders of Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the Proposal.

The Nasdaq Proposal is conditioned on the approval and adoption of each of the Required Proposals.

THE BLACK HAWK BOARD UNANIMOUSLY RECOMMENDS THAT BLACK HAWK SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

The existence of financial and personal interests of one or more of Black Hawk’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Black Hawk and Black Hawk Shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the Proposals. In addition, Black Hawk’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal 1: The Business Combination Proposal - Interests of Black Hawk’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

Assuming each of the above Proposals, including the Business Combination Proposal, is approved, Black Hawk is asking its shareholders to approve the 2025 EIP and the material terms thereunder. The 2025 EIP will become effective upon the Closing, assuming approval of this proposal by Black Hawk’s shareholders.

The 2025 EIP is described in more detail below. However, this summary is not a complete description of all of the provisions of the 2025 EIP and is qualified in its entirety by the specific language of the 2025 EIP. A copy of the 2025 EIP is attached to this proxy statement/prospectus as Annex F.

The purpose of the 2025 EIP is to enhance PubCo’s ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which it competes. Such awards also are crucial to PubCo’s ability to motivate employees to achieve its business goals.

“RESOLVED, as an ordinary resolution, that Black Hawk’s adoption of the 2025 EIP, in the form attached to the proxy statement/prospectus as Annex F, be approved, ratified and confirmed in all respects.”

The approval of the Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the holders of Black Hawk Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the Proposal.

The Incentive Plan Proposal is conditioned on the approval and adoption of each of the Required Proposals.

THE BLACK HAWK BOARD UNANIMOUSLY RECOMMENDS THAT BLACK HAWK SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

The Adjournment Proposal, if adopted, will allow the Black Hawk Board to adjourn the Extraordinary General Meeting to a later date or dates, at the determination of the Black Hawk Board. In no event will the Black Hawk Board adjourn the Extraordinary General Meeting or consummate the Business Combination beyond the date by which it may properly do so under the Current Charter and Cayman Islands law.

If the Adjournment Proposal is not approved by Black Hawk Shareholders, the Black Hawk Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other Proposal.

“RESOLVED, as an ordinary resolution, that the adjournment of the meeting to a later date or dates, if necessary or desirable, as determined by the Black Hawk Board.”

The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

THE BLACK HAWK BOARD RECOMMENDS THAT BLACK HAWK SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED.

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

The following unaudited pro forma condensed combined financial information (“pro forma financial information”) presents the combination of the financial information of Black Hawk and Vesicor, after giving effect to the Transactions, including the Business Combination and related adjustments described in the accompanying notes. The unaudited pro forma condensed combined balance sheet as of March 31, 2025 reflects adjustments that depict the accounting of the Transactions as if they had been consummated as of that date.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 and for the three months ended March 31, 2025 give pro forma effect to the Transactions as if they had occurred as of the beginning of the earliest period present (“Statements of Operations Pro Forma Transaction Accounting Adjustments”). Collectively, the Balance Sheet Pro Forma Transaction Accounting Adjustments and Statements of Operations Pro Forma Transaction Accounting Adjustments are referred to in this section as “transaction accounting adjustments”.

The pro forma financial information has been derived from and should be read in conjunction with:

The unaudited pro forma combined balance sheet as of March 31, 2025 has been prepared using the following:

The unaudited pro forma combined statement of operations for the three months ended March 31, 2025 has been prepared using the following:

The unaudited pro forma combined statement of operations for the year ended December 31, 2024 has been prepared using the following:

On April 26, 2025, Black Hawk Acquisition Corporation, a Cayman Islands exempted company, entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor Therapeutics, Inc., a California corporation (which 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 (as defined below) (the “Vesicor”), and BH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Black Hawk (“Merger Sub”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) Black Hawk 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 be merged with and into Vesicor, as a result of which Vesicor will be the surviving company and a wholly-owned subsidiary of Black Hawk (the “Merger”), (prior to the Domestication, the Company shall be referred to herein as “Parent”, and at and after the Domestication, “PubCo”). The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to as the “Business Combination;” and the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date.” Upon the closing of the Business Combination, PubCo, as the public company, will change its name to Vesicor Therapeutics Holdings, Inc. and PubCo plans to remain Nasdaq-listed under a new ticker symbol. Capitalized terms shall have the meaning as defined in the Business Combination Agreement.

Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Vesicor issuing stock for the net assets of Black Hawk, accompanied by a recapitalization. With the exception of shareholders’ equity, presentation of the financial statements in a reverse merger represents a continuation of the legal acquiree (accounting acquirer). The assets and liabilities of Vesicor are recognized at historical cost with no goodwill or other intangible assets recorded in the financial statements.