Black Hawk (BKHA) files 12b‑25 for late 10‑Q

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation notified the SEC that it could not file its Quarterly Report on Form 10-Q for the period ended February 28, 2026 by the smaller‑reporting‑company due date of April 14, 2026 due to a delay completing the Quarterly Report's financial statements. The registrant states it "anticipates" it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. The notification was signed by Kent Louis Kaufman, Chief Executive Officer on April 14, 2026.

Insights

Corporate Reporting Specialist

Routine late‑filing notice for a smaller reporting company citing financial statement completion delay.

The notice states the 10‑Q for the period ended February 28, 2026 was not filed by the smaller‑reporting‑company due date of April 14, 2026 because of a delay completing the financial statements. The company expects to file within the five‑calendar‑day cure period.

Impact depends on timely filing within the cure period and any follow‑up SEC correspondence; subsequent filing will determine whether the issue is procedural or indicates deeper accounting/workflow problems.

Securities Compliance Analyst

12b‑25 asserts inability to meet the deadline without unreasonable effort or expense.

Rule 12b‑25 relief is invoked where the issuer cannot complete required work in time; the form here checks the applicable boxes and attaches the narrative explaining the delay in finalizing financial statements.

Watch for the actual 10‑Q filing and any auditor communications; timely cure within the stated five‑day window typically preserves compliance status for routine delays.

Key Figures

Quarter end: February 28, 2026 Prescribed due date: April 14, 2026 Cure period commitment: fifth calendar day following the prescribed filing date +1 more

4 metrics

Quarter end February 28, 2026 Form 10‑Q period end stated in the notice

Prescribed due date April 14, 2026 smaller reporting company due date referenced in the notice

Cure period commitment fifth calendar day following the prescribed filing date Registrant "anticipates" filing within this period per the narrative

Notification signature date April 14, 2026 date the CEO signed the 12b‑25 notification

Key Terms

Rule 12b‑25, Form 10‑Q, smaller reporting company

3 terms

Rule 12b‑25 regulatory

"notification of late filing pursuant to Rule 12b-25(b)"

Form 10‑Q regulatory

"Quarterly Report on Form 10‑Q for the quarter ended February 28, 2026"

A Form 10‑Q is a public company’s quarterly financial report filed with the U.S. Securities and Exchange Commission that summarizes its recent results, cash flow, and material developments. Think of it as a three-month progress report that includes numbers, management’s explanation of trends, and updates on risks or legal matters; investors use it to track performance, spot accelerating problems or opportunities, and adjust valuations or portfolio decisions accordingly.

smaller reporting company regulatory

"the filing date applicable to smaller reporting companies"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

FAQ

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

What did Black Hawk Acquisition (BKHA) file with the SEC on April 14, 2026?

Black Hawk filed a Form 12b‑25 notifying the SEC of a late Form 10‑Q for the period ended February 28, 2026. The notice explains a delay completing the Quarterly Report's financial statements and is signed by the CEO.

When does BKHA expect to file the delayed Form 10‑Q?

The company states it "anticipates" filing the Quarterly Report no later than the fifth calendar day following the prescribed filing date. The prescribed due date referenced is April 14, 2026 in the notice.

Who signed the 12b‑25 notification for BKHA?

The notice was signed on behalf of Black Hawk Acquisition Corporation by Kent Louis Kaufman, Chief Executive Officer, with the signature dated April 14, 2026.

Does the 12b‑25 disclose any anticipated change in BKHA’s results of operations?

The checkbox for anticipated significant change in results is present but not marked in the provided excerpt. The narrative only cites a financial‑statement preparation delay, not quantified operational changes.

Does filing a Form 12b‑25 mean BKHA will be non‑compliant with SEC rules?

Form 12b‑25 is a permitted notification for late filings when a company needs additional time; the company must still file within the cure period and may receive follow‑up from the SEC depending on circumstances.

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

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Accepted by SEC EDGAR 04/14/2026 - 04:14 PM EDT Learn about SEC filing dates

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: February 28, 2026 ☐   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:

4125 Blackhawk Plaza Circle, Suite 166

Address of principal executive office (Street and number):

Danville, CA 94506

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 Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 (the “Quarterly Report”) by April 14, 2026, the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth 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:	April 14, 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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