Jonathan Ginsberg
About Jonathan Ginsberg
Jonathan Ginsberg, 34, is Chief Operating Officer (since April 22, 2024) and a director of Black Hawk Acquisition Corporation (BKHA). He holds a B.A. in International Studies from Johns Hopkins University and co‑founded BEEC Inc. (education services/technology), where he leads operations and software development; he is also a Founding Member of BEEC Capital LLC and a director at NP Life Sciences Health Industry Group Inc. and GW Health Consulting Management Inc. . BKHA is a SPAC with no operations; as such, revenue, EBITDA growth and TSR metrics are not applicable prior to a business combination, and the company remains a shell with funds held in trust pending a de‑SPAC transaction .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BEEC Inc. | President, Co‑founder | 2016–present | Leads operations and expansion of student services across North America, Asia, Oceania, and Europe; oversees software development for custom learning solutions . |
| BEEC Capital LLC | Founding Member | Not disclosed | Investment/consulting affiliate of BEEC; access to contacts/sourcing for acquisition candidates . |
| Global Friendship City Association (GFCA) | Co‑founder; Executive Director | Not disclosed | Forms international public/private partnerships across North America, Asia and Africa (commerce, culture, education) . |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| NP Life Sciences Health Industry Group Inc. (OTCQB) | Public company | Director | Also director of subsidiary GW Health Consulting Management Inc. . |
| GW Health Consulting Management Inc. | Subsidiary | Director | Subsidiary of NP Life Sciences Health Industry Group Inc. . |
Fixed Compensation
BKHA pays no cash compensation to officers or directors prior to completing a business combination. The company pays an affiliate of the Sponsor a $10,000/month administrative fee for office space/support services; this is not executive salary/bonus .
| Metric | FY2024 |
|---|---|
| Base salary ($) | $0 (no officer cash compensation) |
| Target bonus (%) | Not applicable (no executive cash programs pre‑de‑SPAC) |
| Actual bonus ($) | $0 |
| Admin/support fee (to Sponsor affiliate) | $10,000/month (corporate expense) |
Performance Compensation
BKHA has no equity or incentive compensation plans for executives pre‑de‑SPAC. Any post‑combination pay frameworks will be determined by a compensation committee of independent directors after closing .
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Not applicable pre‑de‑SPAC | — | — | — | — |
| RSUs/PSUs | Not applicable pre‑de‑SPAC | — | — | — | — |
| Stock options | Not applicable pre‑de‑SPAC | — | — | — | — |
Equity Ownership & Alignment
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Jonathan Ginsberg | 0 | 0.00% | No direct/indirect beneficial ownership reported as of Feb 7, 2025 . |
| Sponsor (Black Hawk Management LLC, controlled by CEO Kent L. Kaufman) | 1,960,500 | 21.96% | 1,725,000 founder shares + 235,500 private shares held by Sponsor (context) . |
Additional alignment factors:
- Pledging/hedging: No pledging or hedging by Ginsberg disclosed .
- Ownership guidelines: None disclosed for directors/executives .
- Vested vs unvested/options: No executive grants outstanding; SPAC rights structure exists at the security level, not as executive awards .
Founder share lock‑ups (supply overhang context; Sponsor‑held):
- Founder shares are restricted until the earlier of 6 months post‑business combination or an early release if the stock trades ≥$12.00 for 20 trading days within any 30‑trading day period starting not earlier than 150 days post‑closing; private placement securities have at least a 30‑day post‑closing lock‑up .
Employment Terms
| Term | Detail |
|---|---|
| Start date | Appointed COO and director April 22, 2024 . |
| Employment agreement | None disclosed; no executive employment or severance agreements reported . |
| Severance/change‑of‑control | None disclosed pre‑de‑SPAC; no benefits upon termination reported . |
| Non‑compete/non‑solicit | Not disclosed . |
| Clawback policy | Not disclosed . |
| Post‑termination consulting | Not disclosed . |
Board Governance
- Role and tenure: Director since April 22, 2024; also serves as COO (dual role) .
- Independence: BKHA’s 10‑K identifies three independent directors (Miller, McCabe, Protto); Ginsberg is not listed as independent, consistent with being an executive officer . The initial appointment press release stated he “meets the independent director standards of The Nasdaq Stock Market,” but subsequent governance disclosure distinguishes independents as above .
- Committees: Audit Committee (Miller—Chair; McCabe; Protto); Compensation Committee (McCabe—Chair; Miller; Protto). Ginsberg is not on these committees .
- Lead Independent Director/executive sessions: Not disclosed .
- Board/committee attendance rates: Not disclosed.
Dual‑role implications:
- As a management director, Ginsberg is not independent; however, audit and compensation committees are fully independent, which mitigates pay/governance conflicts .
Director Compensation
- Cash retainers/fees: None paid; no director or officer cash compensation pre‑de‑SPAC .
- Equity grants for directors: None disclosed pre‑de‑SPAC .
- Ownership guidelines: Not disclosed .
Compensation Structure Analysis
- No pay‑for‑performance alignment can be evaluated pre‑de‑SPAC: no base/bonus/equity for executives or directors; compensation (if any) to be set after a business combination by an independent compensation committee .
- No option repricings or award modifications; no retention or sign‑on bonuses disclosed .
- Administrative services fee ($10,000/month) is paid to a Sponsor affiliate for corporate overhead, not to executives personally .
Related Party Transactions
- Appointment 8‑K reported no family relationships and no material related party transactions for Ginsberg at appointment .
- Sponsor relationships: Founder/private shares held by Sponsor (controlled by CEO); administrative services fee to Sponsor affiliate; no executive/director compensation tied to these until a business combination .
Risk Indicators & Red Flags
- Legal proceedings: None disclosed involving the company; no Ginsberg‑specific matters disclosed .
- Internal controls: Company reported material weaknesses in internal control over financial reporting due to limited personnel/policies; relevant as a SPAC, not Ginsberg‑specific .
- Going concern: Substantial doubt noted given SPAC timeline and costs absent a business combination .
- Insider plans/trading: No Rule 10b5‑1 or non‑Rule 10b5‑1 arrangements adopted/terminated by directors/officers in Q4 2024 .
- Hedging/pledging/tax gross‑ups/golden parachutes/repricings: None disclosed .
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group/target percentiles: Not applicable; no executive pay program yet .
- Say‑on‑pay history/shareholder feedback: Not disclosed; typical for SPAC stage .
Expertise & Qualifications
- Education: B.A., International Studies, Johns Hopkins University .
- Technical/industry: Operations leadership in education services/technology; experience in international trade; board roles in life sciences/health industry group .
- Board qualifications noted: Experience and contacts to assist in sourcing acquisition opportunities .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BEEC Inc. | President | 2016–present | Leads operations/software; international footprint . |
| BEEC Capital LLC | Founding Member | Not disclosed | Investment/consulting affiliate . |
| NP Life Sciences Health Industry Group Inc. | Director | Not disclosed | OTCQB‑listed; also director at subsidiary GW Health Consulting Management Inc. . |
| GFCA (non‑profit) | Executive Director | Not disclosed | Public/private partnerships across multiple regions . |
Equity Ownership & Alignment (Detail)
| Item | Status |
|---|---|
| Beneficial ownership | 0 shares; 0.00% . |
| Options/rights | No officer‑specific options/awards disclosed; public holders own “rights” convertible at de‑SPAC, but not an executive grant program . |
| Pledging/hedging | None disclosed . |
| Ownership guidelines | None disclosed . |
Employment Terms (Detail)
| Item | Status |
|---|---|
| Contract term/auto‑renewal | Not disclosed . |
| Severance/CoC | No benefits upon termination disclosed; post‑combination compensation to be set later . |
| Non‑compete/non‑solicit/garden leave | Not disclosed . |
| Post‑termination consulting | Not disclosed . |
Investment Implications
- Alignment and retention: With zero disclosed ownership and no pre‑de‑SPAC compensation, Ginsberg’s direct financial alignment to BKHA equity is currently limited; retention/compensation levers, including performance‑based equity, will only be known post‑combination when the comp committee sets programs .
- Selling pressure: No executive equity grants exist to create vest‑related selling pressure; broader float overhang stems from Sponsor founder/private shares subject to six‑month/price‑based release conditions after a de‑SPAC, which could influence supply dynamics—though these are held by the Sponsor, not Ginsberg .
- Governance: Ginsberg’s dual role (COO + director) reduces independence at the board level, but key committees are fully independent, helping mitigate pay and audit risks; independence designations in the 10‑K supersede the initial press release characterization .
- Execution risk: As a SPAC with going‑concern disclosure and no operations, value creation hinges on selecting/closing an attractive business combination; executive incentive structures (e.g., PSUs/TSR metrics) and resultant alignment will become analyzable only after de‑SPAC terms are disclosed .