Black Hawk (BKHA) notifies SEC of late 10-K, expects filing within 15 days

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation submitted a Form 12b-25 notifying the SEC that it could not file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 by the March 2, 2026 deadline due to a delay in completing the Annual Report's financial statements.

The registration states the company expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. The notification is signed by Kent Louis Kaufman, Chief Executive Officer, dated March 2, 2026.

Insights

Corporate Filings Analyst

Routine late-filing notice for BKHA tied to financial statement completion.

The Form 12b-25 indicates the company could not complete its Form 10-K for the fiscal year ended November 30, 2025 by the smaller reporting company deadline of March 2, 2026, citing a delay in completing financial statements.

Timing is provided: the company anticipates filing within the fifteen-calendar-day extension. Subsequent filings will confirm completion; current disclosures do not quantify any change in results of operations.

Securities Compliance Advisor

Disclosure follows Rule 12b-25 mechanics and preserves procedural compliance.

The notice checks the Rule 12b-25(b) path and states the Annual Report will be filed within the fifteen-calendar-day relief window following the prescribed due date, preserving the company’s procedural position with the SEC.

Materiality: the filing does not state any anticipated significant change in operating results; further filings will show whether earnings statements differ materially.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒  Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☐ Form 10-Q   ☐ Form N-SAR   ☐ Form N-CSR
	For Period Ended: November 30, 2025 ☐   Transition Report on Form 10-K ☐   Transition Report on Form 20-F ☐   Transition Report on Form 11-K ☐   Transition Report on Form 10-Q ☐   Transition Report on Form N-SAR For the Transition Period Ended: _______________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Black Hawk Acquisition Corporation

Full name of registrant:

N/A

Former name if applicable:

1185 Avenue of the Americas, Suite 353

Address of principal executive office (Street and number):

New York, NY 10036

City, state and zip code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Black Hawk Acquisition Corporation (the “Registrant”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended November 30, 2025 (the “Annual Report”) by March 2, 2026, the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Annual Report. The Registrant anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Kent Louis Kaufman		+1		(212) 612-1400
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes   ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes   ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Black Hawk Acquisition Corporation

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 2, 2026		By:	/s/ Kent Louis Kaufman
			Name:	Kent Louis Kaufman
			Title:	Chief Executive Officer

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ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

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FAQ

What did BKHA file with the SEC?

The company filed a Form 12b-25 notifying a late Form 10-K filing for the fiscal year ended November 30, 2025. The notice explains a delay completing the Annual Report's financial statements and states the company expects to file within the fifteen-calendar-day relief window.

Why is Black Hawk Acquisition Corporation late filing its 10-K?

BKHA cites a delay in completing the Annual Report's financial statements as the reason for the late filing. The Form 12b-25 states the delay could not be eliminated without unreasonable effort or expense and describes the timing for the anticipated filing.

When does BKHA expect to file the delayed 10-K?

The registrant expects to file the Annual Report within the fifteen calendar days following the prescribed due date. The Form 12b-25 explicitly states the company anticipates filing the Form 10-K no later than that fifteen-day extension period.

Who signed the Form 12b-25 for BKHA?

The notice is signed by Kent Louis Kaufman, Chief Executive Officer, dated March 2, 2026. The signature certifies the notification under the consequences cited for intentional misstatements or omissions of fact.

Does the filing indicate any expected change in BKHA's operating results?

The Form 12b-25 does not state an anticipated significant change in results of operations for the subject period. The form includes a question on material changes but does not attach a narrative or quantitative estimate showing changes to earnings.