Clawback policy added in Black Hawk Acquisition (NASDAQ: BKHA) 10-K/A

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation filed Amendment No. 1 to its annual report for the year ended November 30, 2025. The sole purpose of this amendment is to add the company’s Incentive Compensation Recovery (Clawback) Policy as Exhibit 97.1. The company states that no other disclosures from the original filing are changed or updated.

Key Figures

Public float: $73.9 million Shares outstanding: 4,153,577 shares Par value per share: $0.0001 per share +2 more

5 metrics

Public float $73.9 million Aggregate market value of ordinary shares held by non-affiliates as of May 31, 2025

Shares outstanding 4,153,577 shares Ordinary shares issued and outstanding as of March 6, 2026

Par value per share $0.0001 per share Par value of ordinary shares and units’ ordinary share component

Fiscal year end November 30, 2025 Year covered by the amended annual report under the Exchange Act

Unit composition 1 share + 1/5 right per unit Each unit includes one ordinary share and one-fifth of one right

Key Terms

Incentive Compensation Recovery (Clawback) Policy, Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934, Rights Agreement, Investment Management Trust Agreement, +2 more

6 terms

Incentive Compensation Recovery (Clawback) Policy financial

"This Amendment is being filed solely to include the Company’s Compensation Recovery (Clawback) Policy, as adopted by its Board of Directors, as Exhibit 97.1"

Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory

"ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934"

Rights Agreement financial

"4.4 * | | Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant"

A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.

Investment Management Trust Agreement financial

"10.2 * | | Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Code of Ethics regulatory

"14.1 *** | | Code of Ethics"

How to Read a 10-K Annual Report →

true 2025 FY 0002000775 0002000775 2024-12-01 2025-11-30 0002000775 BKHAU:UnitsEachConsistingOfOneOrdinaryShare0.0001ParValueAndOnefifth15OfOneRightEntitlingHolderThereofToReceiveOneClassOrdinaryShareUponConsummationOfOurInitialBusinessCombinationMember 2024-12-01 2025-11-30 0002000775 BKHAU:OrdinarySharesParValue0.0001PerShareMember 2024-12-01 2025-11-30 0002000775 BKHAU:RightsEachRightEntitlingHolderToReceiveOneClassOrdinaryShareUponConsummationOfOurInitialBusinessCombinationMember 2024-12-01 2025-11-30 0002000775 2025-05-31 0002000775 2026-03-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to         

Commission File Number 001-41667

Black Hawk Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		00-0000000N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4125 Blackhawk Plaza Circle, Suite 166

Danville, CA 94506

(Address of principal executive offices and zip code)

(925) 217-4482

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value, and one-fifth (1/5) of one right entitling the holder thereof to receive one Class A ordinary share upon the consummation of our initial business combination		BKHAU		The Nasdaq Global Market
Ordinary shares, par value $0.0001 per share		BKHA		The Nasdaq Global Market
Rights, each right entitling the holder to receive one Class A ordinary share upon the consummation of our initial business combination		BKHAR		The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐   No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

As of May 31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was approximately $73.9 million.

As of March 6, 2026, there were 4,153,577 ordinary shares, par value $0.0001 per share, issued and outstanding.

Black Hawk Acquisition Corporation

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of Black Hawk Acquisition Corporation (the “Company”) for the fiscal year ended November 30, 2025, as originally filed with the Securities and Exchange Commission on March 6, 2026 (the “Original Filing”).

This Amendment is being filed solely to include the Company’s Compensation Recovery (Clawback) Policy, as adopted by its Board of Directors, as Exhibit 97.1 to the Original Filing, which was inadvertently omitted.

No other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosures contained in the Original Filing in any way other than as described above.

1

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following exhibits are filed as part of this Amendment:

EXHIBIT INDEX

Exhibit No.		Description
3.1*		Second Amended and Restated Memorandum and Articles of Association
4.1**		Specimen Unit Certificate
4.2**		Specimen Ordinary Shares Certificate
4.3**		Specimen Rights Certificate
4.4*		Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
5.1***		Opinion of Celine and Partners, P.L.L.C.
5.2***		Opinion of Ogier
10.1*		Form of Letter Agreement among the Registrant and the Sponsor, Officers, and Directors
10.2*		Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
10.3*		Registration Rights Agreement by and between the Registrant and Insiders
10.4*		Form of Indemnity Agreement
10.5*		Subscription Agreement, as amended, between the Registrant and Black Hawk Management LLC
10.6***		Administrative Services Agreement
14.1***		Code of Ethics
31.1****		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2****		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1****		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2****		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1***		Audit Committee Charter
99.2***		Compensation Committee Charter
97.1****		Incentive Compensation Recovery (Clawback) Policy

*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 26, 2024.
**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 26, 2024.
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 5, 2024
****	Filed herewith

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Black Hawk Acquisition Corporation
	By:	/s/ Kent Louis Kaufman
	Name:	Mr. Kent Louis Kaufman
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer and Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No.1 on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Kent Louis Kaufman		Chief Executive Officer and Chairman		April 28, 2026
Mr. Kent Louis Kaufman		(Principal Executive Officer and Principal Accounting and Financial Officer)

3

FAQ

What does Black Hawk Acquisition Corporation’s latest 10-K/A filing change?

The 10-K/A amends Black Hawk Acquisition Corporation’s annual report only to add its Incentive Compensation Recovery (Clawback) Policy as Exhibit 97.1. The company states no other sections or disclosures from the original filing are modified or updated.

Why did Black Hawk Acquisition Corporation file Amendment No. 1 to its annual report?

The company filed Amendment No. 1 because its Compensation Recovery (Clawback) Policy, adopted by the board of directors, was inadvertently omitted as an exhibit. The amendment corrects this by including the policy as Exhibit 97.1 to the previously filed annual report.

How many Black Hawk Acquisition Corporation ordinary shares were outstanding?

Black Hawk Acquisition Corporation reports 4,153,577 ordinary shares outstanding as of March 6, 2026. These ordinary shares have a par value of $0.0001 per share and are listed for trading on The Nasdaq Global Market under the symbol BKHA.

What was the market value of Black Hawk Acquisition Corporation’s shares held by non-affiliates?

As of May 31, 2025, the aggregate market value of Black Hawk Acquisition Corporation’s ordinary shares held by non-affiliates was approximately $73.9 million. This figure reflects the public float at that date, excluding shares held by company affiliates.

On which exchanges and under which symbols does Black Hawk Acquisition Corporation trade?

Its units trade on The Nasdaq Global Market under BKHAU, ordinary shares under BKHA, and rights under BKHAR. Each unit consists of one ordinary share and one-fifth of one right, with each right entitling the holder to receive one Class A ordinary share after a business combination.

Where is Black Hawk Acquisition Corporation organized and headquartered?

The company is incorporated in the Cayman Islands and lists no IRS Employer Identification Number in the excerpt. Its principal executive offices are located at 4125 Blackhawk Plaza Circle, Suite 166, Danville, California 94506, with a listed telephone number of (925) 217-4482.