Black Hawk warned on Nasdaq $50M value shortfall

Black Hawk Acquisition Corporation reported that Nasdaq notified the company it no longer meets the market value of listed securities requirement for the Nasdaq Global Market.

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation reported that Nasdaq notified the company it no longer meets the market value of listed securities requirement for the Nasdaq Global Market. For the last 30 consecutive business days, its market value has been below the $50,000,000 minimum required under Listing Rule 5450(b)(2)(A).

The company has 180 calendar days, until September 28, 2026, to regain compliance by having its market value at or above $50,000,000 for at least ten consecutive business days, with Nasdaq able to require up to 20 days. If it fails to regain compliance, its securities could be delisted, although it may appeal or seek transfer to the Nasdaq Capital Market. For now, its units, rights, and ordinary shares continue trading uninterrupted on the Nasdaq Global Market under the symbols BKHAU, BKHAR, and BKHA.

Insights

Equity market & listing standards analyst

Nasdaq warns BKHA on $50M market value shortfall, delisting risk looms if not fixed by September 2026.

Black Hawk Acquisition Corporation received a Nasdaq notice that its market value of listed securities has been below $50,000,000 for 30 straight business days, breaching Listing Rule 5450(b)(2)(A) for the Nasdaq Global Market. This is a formal deficiency, not an immediate delisting.

The company has 180 calendar days, until September 28, 2026, to restore compliance by maintaining at least $50,000,000 of market value for a minimum of ten consecutive business days, with Nasdaq able to extend that test to up to 20 days. Failure would trigger a delisting determination unless successfully appealed or mitigated by a transfer to the Nasdaq Capital Market.

The filing notes that BKHA is monitoring its market value and considering options, while its units, rights, and ordinary shares continue to trade on the Nasdaq Global Market under the symbols BKHAU, BKHAR, and BKHA. The ultimate impact will depend on whether the company can regain compliance before the MVLS compliance date.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

MVLS minimum requirement: $50,000,000 Deficiency observation period: 30 business days Compliance window: 180 calendar days +3 more

6 metrics

MVLS minimum requirement $50,000,000 Minimum market value of listed securities under Nasdaq Listing Rule 5450(b)(2)(A)

Deficiency observation period 30 business days Period during which BKHA’s market value was below $50,000,000

Compliance window 180 calendar days Time allowed to regain MVLS compliance, ending September 28, 2026

Minimum compliance streak 10 business days Required period with MVLS at or above $50,000,000 to regain compliance

Possible extended streak Up to 20 business days Nasdaq may require a longer MVLS compliance period at its discretion

MVLS compliance date September 28, 2026 Deadline for BKHA to regain compliance with Nasdaq MVLS rule

Key Terms

market value of listed securities, Nasdaq Global Market, Nasdaq Capital Market, Listing Rule 5450(b)(2)(A), +1 more

5 terms

market value of listed securities financial

"the Company’s market value of listed securities (“MVLS”) for the last 30 consecutive business days"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Global Market financial

"required for continued listing on the Nasdaq Global Market under Listing Rule 5450(b)(2)(A)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Capital Market financial

"applying to transfer the listing of the Company’s securities to the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Listing Rule 5450(b)(2)(A) regulatory

"required for continued listing on the Nasdaq Global Market under Listing Rule 5450(b)(2)(A)"

Listing Qualifications Department regulatory

"received a notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

FAQ

What Nasdaq deficiency did Black Hawk Acquisition Corporation (BKHA) disclose?

Black Hawk Acquisition Corporation disclosed a Nasdaq notice that its market value of listed securities was below the required $50,000,000 for 30 consecutive business days. This violates Nasdaq Global Market Listing Rule 5450(b)(2)(A) and starts a limited period to regain compliance before potential delisting.

How long does BKHA have to regain compliance with Nasdaq’s $50,000,000 market value rule?

BKHA has 180 calendar days, until September 28, 2026, to regain compliance with Nasdaq’s $50,000,000 market value of listed securities requirement. It must have market value at or above that level for at least ten consecutive business days, subject to Nasdaq’s discretion.

What happens if Black Hawk Acquisition Corporation does not regain Nasdaq compliance by September 28, 2026?

If BKHA does not regain compliance by September 28, 2026, Nasdaq will issue a written delisting notification. The company could then appeal to a Nasdaq Listing Qualifications Panel, but there is no assurance the panel would grant its request to keep the securities listed.

Can BKHA move from the Nasdaq Global Market to the Nasdaq Capital Market?

The company may consider applying to transfer its securities from the Nasdaq Global Market to the Nasdaq Capital Market. Any transfer would depend on BKHA satisfying the continued listing requirements applicable to the Nasdaq Capital Market at the time of the application.

Are BKHA’s securities still trading on Nasdaq after the deficiency notice?

Yes. The deficiency notice does not immediately delist BKHA’s securities. Its units, rights, and Class A ordinary shares continue to trade uninterrupted on the Nasdaq Global Market under the symbols BKHAU, BKHAR, and BKHA, respectively, while the company works to regain compliance.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:56 PM Learn about SEC filing dates

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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.

1

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

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.5 KB
• EX-101 XBRL LABEL FILE 36.7 KB
• EX-101 XBRL PRESENTATION FILE 25.2 KB