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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): April 1, 2026
Black Hawk Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
6770001-41984 |
|
00-0000000N/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: (952) 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Market Value of Listed Securities Requirement
On March 31, 2026, Black Hawk
Acquisition Corporation (the “Company”) received a notice (the “MVLS Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company’s market value of listed securities (“MVLS”)
for the last 30 consecutive business days was less than the $50,000,000 required for continued listing on the Nasdaq Global Market under
Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). The Company has a period of 180 calendar days, or until September 28,
2026 (the “MVLS Compliance Date”), to regain compliance with the MVLS Requirement.
To regain compliance with
the MVLS Requirement, the Company’s MVLS must close at $50,000,000 or more for a minimum period of ten consecutive business days.
Nasdaq may, in its discretion, require the Company to maintain the minimum MVLS for a period in excess of ten consecutive business days,
but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term
compliance.
In the event the Company does
not regain compliance with the MVLS Requirement prior to the MVLS Compliance Date, the Company will receive written notification that
the Company’s securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq
Listing Qualifications Panel, but there can be no assurance that the panel would grant the Company’s request for continued listing.
Alternatively, the Company may consider applying to transfer the listing of the Company’s securities to the Nasdaq Capital Market
(the “Capital Market”), provided that the Company then satisfies the requirements for continued listing on that market.
The Company is monitoring
the MVLS of its listed securities and is considering available options to regain compliance with Nasdaq’s continued listing standards.
There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) or maintain compliance
with other applicable Nasdaq listing requirements.
The Notice does not result in the immediate delisting
of the Company’s class A Ordinary Shares, and the Company’s Units, Rights, and Class A Ordinary Shares, will continue to
trade uninterrupted on the Nasdaq Global Market under the symbols “BKHAU”, “BKHAR”, and “BKHA”, respectively.
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: April 1, 2026 |
|
