Black Hawk Acquisition Corp. amends trust terms, eyes Dec-2026 deadline

Rhea-AI Filing Summary

Black Hawk Acquisition Corporation (BKHAU) filed an 8-K on 20 June 2025 to report a supplement to its definitive proxy statement. The sole purpose of the supplement is to revise the wording of the Trust Agreement Amendment Proposal that shareholders will vote on. Specifically, the phrase “up to $55,000 per one-month extension” has been removed.

The revised proposal would permit the special-purpose acquisition company (SPAC) to extend its Termination Date up to 18 times, one month each time, pushing the deadline to 22 December 2026. For every one-month extension, the Company must deposit into its trust account an amount equal to $0.033 multiplied by the number of IPO shares that remain outstanding after redemptions. All other terms of the Trust Agreement remain unchanged.

Management furnished a press release (Exhibit 99.1) describing the change; no financial statements or earnings data were included. The filing does not announce a business combination target, capital raise, or other material transaction beyond the potential deadline extension.

Positive

• None.

Negative

• The filing implies Black Hawk Acquisition Corp. may need up to 18 additional months to close a business combination, extending the investment horizon for current shareholders.

Insights

SPAC Analyst

TL;DR: Filing seeks shareholder approval to push BKHAU’s deal deadline to Dec-2026 by paying $0.033 per outstanding share for each monthly extension.

The amendment formalizes a clear, formula-based cost for each one-month extension and removes the former discretionary “up to $55,000” language, creating greater transparency for investors. However, the need for up to 18 extensions signals that the SPAC has yet to finalize a merger target. Because the deposit amount is tied to outstanding public shares after potential redemptions, the actual cash outlay could decline if many holders redeem. Net impact on shareholders is largely timetable-related rather than value-creation-related, so I view the news as neutral.

Corporate Governance Specialist

TL;DR: Governance tweak clarifies extension funding mechanics; no new strategic information, investor impact modest.

Moving from a flat “up to $55,000” payment to a per-share formula ties sponsor obligations directly to shareholder interests and aligns with recent SPAC best practices. It enhances disclosure quality but does not materially change economic terms. Shareholders still face potential dilution and opportunity cost if extensions are used, yet they retain redemption rights at each vote. Overall, this is a housekeeping revision with limited governance controversy.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 20, 2025

001-41984

Black Hawk Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		6770		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)

(952) 217-4482

(Registrant’s telephone number, including area code)

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 of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

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. ☐

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 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

ITEM 8.01. Other Events.

On June 20, 2025, Black Hawk Acquisition Corporation (the “Company”) filed a supplement to its definitive proxy statement amending the language of the Trust Amendment Proposal to remove the words “up to $55,000 per one-month extension”.

The Trust Amendment Proposal now reads as follows: Trust Agreement Amendment Proposal—A proposal to further amend The Company’s investment management trust agreement, dated as of March 20, 2024, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Termination Date up to eighteen (18) times for an additional one (1) month each time from the Termination Date to December 22, 2026 (the “Trust Agreement Amendment”) by depositing into the trust account (the “Trust Account”) an amount equal to $0.033 multiplied by the number of ordinary shares sold to the public in the Company’s initial public offering and that remain outstanding after giving effect to the shares that are redeemed in connection with the vote on the Extension Amendment Proposal for each one-month extended (the “Trust Agreement Amendment Proposal”).

The Company issued a press release regarding the supplement to its definitive proxy statement.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release dated June 20, 2025

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.

June 20, 2025

Black Hawk Acquisition Corporation
By:	/s/ Kent Louis Kaufman
Name:	Kent Louis Kaufman
Title:	Chief Executive Officer

2

FAQ

Why did Black Hawk Acquisition Corporation (BKHAU) file an 8-K on June 20, 2025?

To disclose a supplement to its proxy statement that revises the Trust Agreement Amendment Proposal language.

What change was made to the Trust Agreement Amendment Proposal for BKHAU?

The phrase “up to $55,000 per one-month extension” was removed and replaced with a $0.033 per outstanding IPO share deposit formula.

How long can BKHAU now extend its Termination Date?

Up to 18 one-month extensions, moving the possible deadline to December 22, 2026.

What is the cost to BKHAU for each one-month extension?

A deposit of $0.033 per ordinary share sold in the IPO that remains outstanding after redemptions.

Does the 8-K announce a merger target for BKHAU?

No. The filing only addresses the procedural extension of the SPAC’s deadline.