Sponsor funds Black Hawk (BKHA) via $300,000 10% convertible note

Q: How can the Black Hawk (BKHA) sponsor convert the note into shares?

If a DeSPAC transaction closes, the sponsor can elect to convert the outstanding principal into ordinary shares of the post-business combination company at a conversion price of $1.00 per share. The number of shares equals principal divided by this price, rounded up.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation entered into a convertible promissory note with its sponsor, Black Hawk Management LLC, providing up to $300,000 for working capital. The note bears interest at 10% per annum and is due at either the completion of a DeSPAC business combination or the company’s liquidation.

On liquidation, all amounts must be repaid in cash. If a DeSPAC transaction closes, the sponsor can choose cash repayment or convert the outstanding principal into ordinary shares of the post-combination company at a conversion price of $1.00 per share. Any conversion shares will have registration rights, and both the note and potential shares rely on a private offering exemption under Section 4(a)(2) of the Securities Act.

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, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 02/19/2026 - 03:13 PM

FAQ

What financing did Black Hawk Acquisition Corp. (BKHA) arrange in this 8-K?

Black Hawk Acquisition Corp. entered a convertible promissory note of up to $300,000 with its sponsor for working capital. The note provides flexible funding ahead of a potential DeSPAC transaction or liquidation, with repayment terms tied to these future outcomes.

What are the key terms of Black Hawk (BKHA)’s new convertible promissory note?

The note has a principal amount up to $300,000, bears 10% annual interest, and matures upon a DeSPAC transaction or liquidation. On a DeSPAC closing, the sponsor may take cash repayment or convert principal into ordinary shares at $1.00 per share.

What happens to the Black Hawk (BKHA) note if the SPAC liquidates?

If Black Hawk Acquisition Corp. liquidates instead of completing a DeSPAC transaction, all amounts due under the note, including principal and accrued interest at 10% per year, must be repaid entirely in cash to the sponsor, rather than in ordinary shares.

Under what securities law exemption was the Black Hawk (BKHA) note issued?

The convertible promissory note was issued in reliance on Section 4(a)(2) of the Securities Act of 1933. This exemption covers transactions not involving a public offering, and also applies to any ordinary shares that may be issued upon conversion after a DeSPAC transaction.

Will shares from converting the Black Hawk (BKHA) note have registration rights?

Yes. Any ordinary shares issued if the sponsor converts the note at a DeSPAC closing will be entitled to registration rights. The holders will enter into a registration rights agreement with the post-DeSPAC company, consistent with Black Hawk’s existing registration rights agreement.

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: February 19, 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: (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 1.01 Entry Into a Material Definitive Agreement.

On February 12, 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 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 ordinary shares 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 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.

(d) Exhibits.

Exhibit No.		Description
10.1		Promissory Note, dated February 12, 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

Date: February 19, 2026	By:	/s/ Kent Louis Kaufman
	Name:	Kent Louis Kaufman
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 37.2 KB