How can the BKHA Sponsor convert the note into equity after a DeSPAC?

Upon a DeSPAC closing, the Sponsor may elect to convert the outstanding principal into common stock at a $1.00 per share conversion price. Shares issued on conversion are rounded up to the nearest whole share and will receive registration rights from the post‑DeSPAC company.

Black Hawk Acquisition inks $300K convertible note

Q: What are the key terms of BKHA’s $300,000 convertible promissory note?

The note has a principal amount up to $300,000, bears 10% annual interest starting April 20, 2026, and is due at DeSPAC closing or liquidation. It is unsecured, may be prepaid without penalty, and was issued to fund working capital expenses.

Q: What happens to the BKHA note if the SPAC liquidates instead of merging?

If Black Hawk Acquisition Corporation liquidates, all amounts due under the note are repaid in cash. The Sponsor has expressly waived any claim on the SPAC’s IPO trust account, so trust funds remain reserved for public shareholders and related obligations.

Q: Under which securities law exemption was the BKHA note issued?

The note was issued relying on Section 4(a)(2) of the Securities Act of 1933. This provision allows unregistered sales of securities in transactions not involving a public offering, fitting a private financing between the SPAC and its Sponsor.

Q: Will shares from converting the BKHA note be registered for resale?

If converted in a DeSPAC, the resulting conversion shares receive registration rights. Holders will enter a registration rights agreement with the post‑business combination company, aligned with Black Hawk Acquisition Corporation’s existing registration rights arrangements.

Black Hawk Acquisition Corporation entered into a convertible promissory note of up to $300,000 with its Sponsor, Black Hawk Management LLC, to fund working capital.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation entered into a convertible promissory note of up to $300,000 with its Sponsor, Black Hawk Management LLC, to fund working capital. The note carries 10% annual interest starting April 20, 2026 and is due at either a DeSPAC business combination or the company’s liquidation.

At a DeSPAC closing, the Sponsor can take repayment in cash or convert principal into post‑combination common stock at $1.00 per share, with shares rounded up to the nearest whole share and entitled to registration rights. On liquidation, amounts owed are repaid in cash, the note is unsecured, and the Sponsor has waived any claim on the IPO trust account. The issuance relies on a private‑offering exemption under Section 4(a)(2) of the Securities Act.

Insights

BKHA adds a small, sponsor-backed convertible note for working capital.

Black Hawk Acquisition Corporation entered a sponsor-funded convertible promissory note of up to $300,000 at 10% interest to cover working capital. For a SPAC, this is a typical mechanism to bridge expenses while seeking a DeSPAC transaction.

If a DeSPAC closes, the Sponsor may convert principal into equity at $1.00 per share, creating modest potential dilution relative to the post‑combination company’s share base. On liquidation, the note is repaid in cash and the Sponsor waives any claim on the trust account, preserving public shareholders’ redemption value.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible note principal: $300,000 Interest rate: 10% per annum Conversion price: $1.00 per share +1 more

4 metrics

Convertible note principal $300,000 Maximum principal amount under note with Sponsor

Interest rate 10% per annum Interest on note commencing April 20, 2026

Conversion price $1.00 per share Share price for converting principal at DeSPAC closing

Interest start date April 20, 2026 Date from which 10% interest begins accruing

Key Terms

convertible promissory note, DeSPAC Transaction, trust account, Section 4(a)(2) of the Securities Act, +1 more

5 terms

convertible promissory note financial

"issued a convertible promissory note (the “Note”) in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

DeSPAC Transaction financial

"the closing of the Company’s initial business combination (a “DeSPAC Transaction”)"

A de-SPAC transaction is the business combination where a blank-check company formed to raise money (a SPAC) merges with a private company, turning that private business into a publicly traded company without a traditional IPO. Think of it as a fast-track doorway from private ownership to the stock market; investors watch it because it determines the new company’s shares, valuation, and how much risk or dilution existing shareholders face.

trust account financial

"waived any claim against the funds held in the Company’s trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Section 4(a)(2) of the Securities Act regulatory

"pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

registration rights agreement financial

"holders will enter into a registration rights agreement with the post-DeSPAC company"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Black Hawk Acquisition Corporation (BKHA) agree to in this 8-K?

Black Hawk Acquisition Corporation entered into a convertible promissory note of up to $300,000 with its Sponsor for working capital. The note bears 10% interest and is repayable at either a DeSPAC business combination closing or the company’s liquidation.

What are the key terms of BKHA’s $300,000 convertible promissory note?

The note has a principal amount up to $300,000, bears 10% annual interest starting April 20, 2026, and is due at DeSPAC closing or liquidation. It is unsecured, may be prepaid without penalty, and was issued to fund working capital expenses.

What happens to the BKHA note if the SPAC liquidates instead of merging?

If Black Hawk Acquisition Corporation liquidates, all amounts due under the note are repaid in cash. The Sponsor has expressly waived any claim on the SPAC’s IPO trust account, so trust funds remain reserved for public shareholders and related obligations.

Under which securities law exemption was the BKHA note issued?

The note was issued relying on Section 4(a)(2) of the Securities Act of 1933. This provision allows unregistered sales of securities in transactions not involving a public offering, fitting a private financing between the SPAC and its Sponsor.

Will shares from converting the BKHA note be registered for resale?

If converted in a DeSPAC, the resulting conversion shares receive registration rights. Holders will enter a registration rights agreement with the post‑business combination company, aligned with Black Hawk Acquisition Corporation’s existing registration rights arrangements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/08/2026 - 04:15 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

Black Hawk Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands

6770001-41984

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4125 Blackhawk Plaza Circle, Suite 166

Danville, CA

94506

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (925) 217-4482

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Units, each consisting of one ordinary share and one-fifth of one right	BKHAU	The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share	BKHA	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one ordinary share	BKHAR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On May 4, 2026, Black Hawk Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a convertible promissory note (the “Note”) in the principal amount of up to $300,000 to Black Hawk Management LLC (the “Sponsor”). The Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses.

The Note bears interest at a rate of 10% per annum, commencing on April 20, 2026, and is due and payable upon the occurrence of (i) the closing of the Company’s initial business combination (a “DeSPAC Transaction”) or (ii) the liquidation of the Company. In the event of a liquidation, all amounts due under the Note will be repaid in cash. In the event of a DeSPAC Transaction, the Sponsor may elect to receive repayment in cash or to convert the outstanding principal balance of the Note into shares of common stock of the post-business combination company at a conversion price of $1.00 per share.

If converted, the number of shares issuable will equal the portion of the principal amount being converted divided by $1.00, rounded up to the nearest whole share. The conversion shares will be entitled to registration rights and the holders will enter into a registration rights agreement with the post-DeSPAC company consistent with the Company’s existing registration rights agreement.

The Note may be prepaid at any time without penalty upon written notice by the Company to the Sponsor. The Note is unsecured, and the Sponsor has waived any claim against the funds held in the Company’s trust account established in connection with the Company’s initial public offering.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent the Note may be converted into ordinary shares upon the closing of a DeSPAC Transaction, such shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, as a transaction not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Promissory Note, dated May 4, 2026, issued by Black Hawk Acquisition Corporation to Black Hawk Management LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Black Hawk Acquisition Corporation

By:	/s/ Kent Louis Kaufman
	Kent Lous Kaufman, Chief Executive Officer

Date: May 8, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 37.3 KB

Black Hawk Acquisition inks $300K convertible note

Rhea-AI Filing Summary